OPINION OF THE COURT
Friedman, J.P.“It is well settled that, if the parties to an agreement do not intend it to be binding upon them until it is reduced to writing and signed by both of them, they are not bound and may not be held liable until it has been written out and signed” (Scheck v Francis, 26 NY2d 466, 469-470 [1970]). In this case, in which plaintiff subcontractor sues defendant general contractor for revoking an alleged oral award of a subcontract, undisputed documentary evidence establishes that defendant advised plaintiff—in writing, and in terms that left no room for doubt— that defendant did not intend to be contractually bound to hire plaintiff until both of these highly sophisticated parties had signed the contemplated written agreement. Specifically, defendant plainly and explicitly notified plaintiff, in a preliminary term sheet dated July 11, 2003 (the July 11 term sheet), that the potential subcontract would not be binding on defendant, even after any initial award of the job to plaintiff, and even after plaintiffs signing of the contemplated written agreement, until defendant had also signed that agreement, an act defendant reserved the right to do (or not do) until October 31, 2003. Although plaintiff alleges that defendant orally awarded it the job on July 14, 2003, neither in the complaint nor in the affidavit opposing the motion to dismiss does plaintiff allege any words or conduct by defendant, before it took plaintiff off the job on July 24, 2003, that would have been inconsistent with the exercise of defendant’s expressly reserved right to withdraw *167plaintiffs designation as the subcontractor, or that could be construed as a waiver of that right. Accordingly, Supreme Court correctly granted defendant’s motion to dismiss the complaint pursuant to CPLR 3211 (a) (1) and (7).
For purposes of this appeal, we assume the truth of the facts alleged in plaintiff’s complaint, as amplified by the affidavit plaintiffs president submitted in opposition to defendant’s preanswer motion to dismiss. We also consider the documentary evidence (including the aforementioned July 11 term sheet) that defendant submitted in support of that motion. Plaintiff does not dispute any of this documentary evidence.
This action arises from the effort by defendant Turner Construction Company (Turner) to obtain and then perform the contract to build a steel hangar and technical operations facility for Jet Blue Airways (Jet Blue) at John F. Kennedy International Airport. The project required Turner, through its subcontractors, to both design and build the hangar. Before it was awarded the contract, Turner solicited bids from several subcontractors, including plaintiff Jordan Panel Systems Corp. (Jordan), to design and construct the hangar’s structure and cladding, which was the largest component of the project.
Jordan submitted a competitive bid, and negotiations between Turner and Jordan commenced in the summer of 2003. In the course of these negotiations (and before Turner allegedly told Jordan it had been chosen), Turner sent Jordan, among other documents, the aforementioned July 11 term sheet, which contained the following paragraph (the inception paragraph) concerning when any subcontract between Turner and Jordan would become binding on Turner in the event Jordan were awarded the job:
“The Subcontractor shall firstly execute the [not yet prepared] Subcontract. Turner reserves the right to not execute this Subcontract pending an internal review and prior approval by the Owner where appropriate. Unless and until Turner Construction Co. executes this Subcontract, Turner shall not be bound by any of the terms or conditions herein. Subcontractor, however, shall be bound and hereby waives the right to withdraw, rescind or in any way cancel this Subcontract. If Turner does not notify Subcontractor that Turner has executed this Subcontract, either verbally, in writing or by returning a fully executed Subcontract to Subcontractor, on or before *168October 31, 2003, Subcontractor may then notify Turner in writing that it shall not be bound by its obligations under this Subcontract. In such an event neither Turner nor the Subcontractor shall have any liability to the other and Turner shall have no liability to make payments for Work performed by Subcontractor, if any, or for anticipated profits. . . . Subcontractor shall not be obligated to perform work until Turner executes the Subcontract.” (Emphasis added.)1
Jordan alleges that, on July 14, 2003, a conference call was held between Turner and Jordan. Prior to that conference call, according to Jordan, the parties had agreed on all material terms of the subcontract except for price. During the July 14 conference call, the parties agreed that Jordan would perform the subcontract for a price of $3.9 million. After that agreement was reached, the complaint alleges, Turner’s representatives, in the same telephone conversation, “advised Jordan that it had been awarded the structure/cladding subcontract,” and “directed Jordan to proceed with its design development work, to accommodate the Project’s ‘fast track’ schedule.”2
Promptly after the July 14 conference call, Jordan commenced the design work (there is no claim that physical construction was performed) called for by the July 11 term sheet, in conjunction with its partner in the bid, Bass Construction Company (Bass), and with USA Structures, the company Jordan and Bass had chosen to manufacture the steel building components. A “kickoff meeting” for the project was held on July 22, 2003, which was attended by representatives of Jordan, Bass, USA Structures, Turner, and Turner’s joint venturer, the design and engineering firm of Hatch Mott MacDonald Group (Hatch Mott). The representatives of Jordan, Bass and USA Structures left that meeting believing it had gone well.
Only two days later, however, on July 24, 2003, Jordan’s president attended a meeting with Turner at which he was told that Turner was terminating Jordan’s involvement in the project, and the (as yet unwritten) subcontract was being transferred to Butler Manufacturing Company (Butler). Although Hatch Mott, *169Turner’s aforementioned joint venturer in the project, regarded Butler as its preferred vendor of steel building components, Butler’s bid for the subcontract had been rejected because it was priced substantially higher than Jordan’s. Turner told Jordan at the July 24 meeting that, since the oral award of the subcontract to Jordan on July 14, Turner and Hatch Mott had turned over Jordan’s work product to Butler and had persuaded Butler to take over the subcontract at the price and terms to which Jordan had agreed. The next day, Turner sent Jordan a letter confirming that the job was being awarded “to a subcontractor that more closely meets the requirements of the contract documents and schedule.”
Jordan subsequently commenced this action, asserting against Turner (as relevant to this appeal) causes of action for breach of contract, promissory estoppel, and damages in quasi contract. In lieu of answering, Turner moved, pursuant to CPLR 3211 (a) (1) and (7), to dismiss the complaint based on documentary evidence and for failure to state a cause of action. Turner argued that it was entitled to terminate Jordan as subcontractor because, in the July 11 term sheet, it had clearly stated its intention to become bound only upon signing a “written, formal subcontract,” and no such document had ever been drafted or signed. Jordan did not dispute that the July 11 term sheet had the meaning Turner attributed to it, but argued that the term sheet was “ supersede [d]” by the oral agreement the parties allegedly reached three days later, on July 14, 2003. Supreme Court agreed with Turner and dismissed the complaint in its entirety. We now affirm.3
Jordan concedes that the courts of this State will give effect to a party’s clearly stated intention not to be contractually bound until it has executed a formal written agreement. This principle—which recognizes that “when a party gives forthright, reasonable signals that it means to be bound only by a written agreement, courts should not frustrate that intent” (R.G. Group, Inc. v Horn & Hardart Co., 751 F2d 69, 75 [2d Cir 1984] [applying New York law])—is attested by the Court of Appeals’ decision in Scheck v Francis (26 NY2d 466 [1970], supra; see also Schwartz v Greenberg, 304 NY 250, 254 [1952]; Brause v *170Goldman, 10 AD2d 328, 332 [1960], affd 9 NY2d 620 [1961]), as well as by numerous cases this Court has decided in more recent years.4 Jordan also concedes, as it did in the motion court, that the inception paragraph of the July 11 term sheet means exactly what it says, namely, that Turner did not intend to become bound by any subcontract with Jordan until that subcontract had been memorialized in a complete, formal writing and Turner itself had signed that writing—a condition that was never satisfied.
The foregoing concessions notwithstanding, Jordan argues that the complaint should be reinstated on the ground that facts have been alleged that, if proven, would establish a waiver by Turner of the provision of the July 11 term sheet that Turner would not be bound by any subcontract until Turner had signed a formal written agreement. Specifically, Jordan refers to the allegations that, during the conference call held on July 14, 2003 (when no written subcontract had yet been prepared), Turner’s representatives orally “advised Jordan that it had been awarded the structure/cladding subcontract,” and “directed Jordan to proceed with its design development work, to accommodate the Project’s ‘fast track’ schedule.” For the reasons that follow, these allegations, assuming their truth, cannot, as a matter of law, save Jordan’s complaint.
First, the alleged facts on which Jordan relies—the oral statement during the July 14 conference call that Jordan had been chosen for the job, and Jordan’s subsequent commencement of preparatory work at Turner’s request—describe a scenario that falls within the terms of the inception paragraph of the July 11 term sheet, and one under which the inception paragraph provided that Turner would not become bound. To reiterate, the inception paragraph stated that the designated “Subcontractor” would “firstly” execute the subcontract before Turner did so, and that Turner would then have until the following October 31 to decide whether or not to execute the subcontract itself. In the interim, Turner would not be bound—and thus would be entitled to terminate the relationship at will—:“[u]nless and *171until Turner . . . execute[d] th[e] Subcontract.” Thus, the inception paragraph of the July 11 term sheet made it plain that Turner would not become bound when it initially informed a subcontractor that it had been chosen for the job (an event that would naturally precede the subcontractor’s signing of an agreement, a stage that was never reached here). The inception paragraph further provided that, in the event Turner ultimately determined not to sign, “neither Turner nor the Subcontractor [would] have any liability to the other and Turner [would] have no liability to make payments for Work performed by Subcontractor, if any, or for anticipated profits.” The statement that Turner, if it chose not to execute the subcontract, would have no liability to the subcontractor even if the subcontractor had begun work—indeed, that Turner would not even have to pay the subcontractor for the work it had performed—placed Jordan on notice that its commencement of work would not have the effect of binding Turner if Turner had not yet signed. In short, the inception paragraph of the July 11 term sheet specifically addressed the occurrence of events in the nature of the facts alleged in Jordan’s complaint, and provided that such events would not have the effect of binding Turner to use Jordan as the subcontractor for the project. Accordingly, the facts alleged by Jordan cannot, as a matter of law, be deemed to give rise to a waiver by Turner of the protection of its written statement that it would be bound only upon its own execution of a formal written subcontract.
Our rejection of Jordan’s breach of contract claim is consistent with precedent in which we dismissed a similar claim by a putative subcontractor on the ground that it was “undisputed that the parties were aware that there would be no binding agreement until their execution of a written subcontract, which never occurred” (Metropolitan Steel Indus. v Citnalta Constr. Corp., 302 AD2d at 233, citing Scheck v Francis, supra). In Metropolitan Steel, we dismissed the putative subcontractor’s claim notwithstanding that it, like Jordan in this case, alleged that it had begun performing work for the job (302 AD2d at 233-234; see also Longo v Shore & Reich, Ltd., 25 F3d 94, 96-97 [2d Cir 1994] [under New York law, negotiated employment agreement was not effective without signature on behalf of defendant employer, although plaintiff worked for defendant for three months after she signed the agreement, since defendant’s cover letter transmitting the writing to plaintiff “evidenced an intent that the parties would not be bound to the terms of their *172negotiations until the agreement was signed” by both of them]). Also significant is our recent holding that a “remark that the ‘deal was done,’ and that the contract was complete but for the resolution of a pending lawsuit,” was insufficient to overcome language in the parties’ written communications “providing] that the execution and delivery of an agreement [in writing] would be essential to the existence of a valid and binding contract” (Naturopathic Labs. Intl., Inc. v SSL Ams., Inc., 18 AD3d at 405).
Jordan’s position seems to be that any allegation of subsequent dealings between the parties will suffice to raise an issue as to whether a party has waived the protection of a prior written statement that it would not be bound until it signed a formal written agreement. As Jordan apparently would have it, such an issue is raised even if there is no allegation of a statement (even an oral statement) expressly waiving the requirement of a signed formal writing, and even if that requirement was, like the one in this case, expressly formulated to survive precisely the events that are alleged to give rise to the supposed waiver. Far from honoring the principle of freedom of contract to which the dissent refers, this approach would deny a party the ability to define the intended legal effect of its subsequent acts in arm’s length, precontractual business dealings, even when that party has given an “objective manifestation[] of [its] intent” (Brown Bros. Elec. Contrs. v Beam Constr. Corp., 41 NY2d 397, 399 [1977]) as explicit and unequivocal as the one expressed by Turner in the July 11 term sheet.
Our dissenting colleague, unwilling to accept the plain provisos of the July 11 term sheet, challenges us to explain why the inception paragraph, as “the unilateral expression of one party’s position, has such profound, bilateral consequences, preventing both parties from thereafter entering into a binding oral agreement.” Although the dissenter professes to find this point “not easy to understand,” it has a simple explanation. A “manifestation of mutual assent” by both Turner and Jordan was required to create a binding agreement between them (see Restatement [Second] of Contracts §§ 3, 17 [1]). However, if Jordan knew or had reason to know that Turner did not intend to be bound by the conduct the complaint alleges to have constituted Turner’s manifestation of assent, there was no manifestation of mutual assent and, therefore, no contract (see id. § 20 [1] [b] [no manifestation of mutual assent occurs “if the parties attach materially different meanings to their manifestations *173and . . . each party knows or each party has reason to know the meaning attached by the other”]; 1 Farnsworth, Contracts § 3.7, at 213 [3d ed] [where “one intends that one’s assent have no legal consequences,” a court “will honor that intention if the other party has reason to know it” or “if the other party actually knows it”]).
Here, Jordan knew from the inception paragraph of the July 11 term sheet that Turner did not intend to be bound by the alleged conduct on which Jordan relies to show the existence of a contract. To reiterate, the inception paragraph plainly stated that Turner would be contractually bound only by its own signature on a written agreement; absent that, Turner would not be bound, even if Jordan had signed a complete subcontract (which never occurred here) or had commenced work. As the Restatement explains: “[I]f either party knows or has reason to know that the other party regards the agreement as incomplete and intends that no obligation shall exist . . . until the whole has been reduced to another written form, the preliminary negotiations and agreements do not constitute a contract” (Restatement [Second] of Contracts § 27, Comment b [emphasis added]; see also 1 Farnsworth, Contracts § 3.8, at 222 [“Courts have generally honored language such as ‘not binding until final agreement is executed’ as showing an intent not to be bound”]).
What emerges from the foregoing is that, contrary to the dissent’s suggestion, the inception paragraph was neither a proposal by one party, to be accepted or rejected by the other, nor, on the other hand, a binding agreement on which the parties had reached a meeting of the minds. Rather, the inception paragraph was Turner’s precontractual notice to Jordan of what would constitute Turner’s “manifestation of assent” to a binding agreement between the parties. The question presented here is not (as claimed by the dissent) whether it was possible for Turner to waive or change its prior position and abandon the requirement of a signed writing—such a waiver or change of position was, of course, possible—but whether Jordan has alleged any statement or action by Turner that could be deemed to constitute such a change of position. Given the specificity of the inception paragraph, the answer to the latter question must be “no.”
There is no reason for us to allow Jordan, a sophisticated corporate entity, to seek to have the benefits of a putative contract judicially bestowed on it based on a set of circumstances that Jordan had been told, in the plainest of terms, would not *174give rise to an agreement binding on Turner. To do so would be to negate Turner’s prior express limitation of its intent to contract, thereby making, by judicial fiat, a contract that the parties never made for themselves. In this regard, it should be borne in mind that the concept of freedom of contract includes the “[f]reedom to avoid oral agreements,” a freedom that “is especially important when business entrepreneurs and corporations engage in substantial and complex dealings” (R.G. Group, Inc. v Horn & Hardart Co., 751 F2d at 75 [emphasis added]). Jordan’s position, if adopted, would essentially destroy this freedom. We think it preferable to allow sophisticated parties operating in the business world to decide when and how they wish to enter into legally enforceable contracts.5
The century-old decision on which Jordan and the dissent rely (Carlisle v Barnes, 102 App Div 573 [1905], appeal dismissed 183 NY 567 [1906]) is easily distinguishable. In Carlisle (a case that apparently has not been cited by any court since 1935), the statement contemplating a written agreement (“ ‘this is a mere outline of the matter and if you desire to go on with it, we will prepare and sign a formal contract’ ” [102 App Div at 579]) was far from being an unequivocal expression of an intent not to be bound until the signing of a written agreement, such as Turner made in the July 11 term sheet.6 In this regard, a clear statement of a party’s intent not to be bound until it signs a written agreement, like the one Turner made here, is to be distinguished from a statement that merely refers to the expectation that a writing will be prepared to memorialize an agreement without *175conditioning the agreement’s binding effect on the completion and signing of such a writing (see Matter of Municipal Consultants & Publs. v Town of Ramapo, 47 NY2d 144, 149 [1979]). We also observe that the statements from the Willis-ton and Corbin treatises quoted by the dissent do not appear to have application to the undisputed facts of this case, in which, as previously discussed, not only was the requirement of a signed writing stated unequivocally and never expressly waived, the requirement was formulated to survive events of precisely the kind that are alleged to have given rise to an unwritten agreement.
In attacking our position, the dissent seems to attribute to us the view that the conditions of the inception paragraph were “all but immutable” and could never be waived by Turner under any set of alleged facts. We say nothing of the kind. Rather, the ground of our decision is that, in this case, as a matter of law, Jordan has not alleged that Turner either said or did anything that could have constituted such a waiver. Stated otherwise, the facts alleged by Jordan, assuming them to be true, did not, as a matter of law, waive the conditions of the inception paragraph, either expressly or by implication.
As the dissent concedes, Jordan does not allege that Turner made any statement, either written or oral, expressly waiving that condition.7 Neither has Jordan alleged facts that could support a finding of implied waiver. It may well be that, under some imaginable set of facts in some other case, conditions to the existence of a binding contract such as those set forth in the inception paragraph could be waived by inconsistent conduct not taking the form of an expressly articulated waiver. The problem for Jordan is that it simply does not allege that Turner engaged in any conduct inconsistent with its subsequent reliance on the inception paragraph to avoid being contractually bound. To use the dissent’s phrase, there is no allegation here of any conduct giving “more or less explicit . . . signals” that *176the requirements of the inception paragraph were being dropped.8
We cannot agree with the dissent’s suggestion that Turner’s alleged request during the July 14 conference Call that Jordan begin work “immediately,” or even the acceptance of the product of such work, could be found to constitute a waiver of the requirement of a signed writing. Obviously, if it is true that Turner dismissed Jordan after Jordan commenced work at Turner’s request, such conduct could not be considered exemplary business practice. Nonetheless, we again emphasize that the inception paragraph expressly contemplated the possibility that Jordan would begin work before Turner executed a subcontract, and provided that, in such an event, Turner would still have no liability to Jordan if Turner ultimately decided to proceed with a different subcontractor. Jordan, as a sophisticated party not in need of judicial tutelage, should not be relieved of the consequence of this provision simply because Turner asked it to begin work. If Jordan, before it commenced work on the project, wished to have a real assurance from Turner that Turner in fact “regarded [the requirement of a signed writing] as a technicality that had been superseded” (the dissent’s phrase), Jordan easily could have requested that Turner expressly waive the conditions of the inception paragraph. Having chosen to begin work at a point when it knew that neither party was contractually bound (neither having executed a subcontract), Jordan voluntarily assumed the risk that Turner would ultimately enter into a subcontract with another company. The dissent never explains why Jordan should be relieved of the risk it knowingly assumed by commencing work without obtaining such an express waiver. To paraphrase *177language the dissenter used in another case, Jordan “acted at [its] own peril in construing [the request to commence work] as a proxy for an assurance” that Turner was dispensing with the requirement of a written and signed subcontract (Smalley v Dreyfus Corp., 40 AD3d 99, 108 [2007, McGuire, J., concurring in part and dissenting in part], lv granted 2007 NY Slip Op 70262[U] [1st Dept 2007]). This, we think, sufficiently “comets] to grips” (to use the dissent’s term) with Jordan’s allegation of partial performance.9
The dissent seems to believe that, by giving the inception paragraph effect in accordance with its plain terms, we are giving it a “fanciful” reading of “extravagant sweep,” indeed, even rewriting it. We disagree. The inception paragraph begins with the following sentence: “The Subcontractor shall firstly execute the Subcontract.”10 Further, the inception paragraph expressly provides that, in the event Turner does not sign a subcontract, “Turner shall have no liability to make payments for Work performed by Subcontractor, if any, or for anticipated profits.” It seems plain to us, if not to the dissent, that, in ordinary course, a subcontractor would execute a subcontract or commence work only after being told that the general contractor was awarding it the job. Nonetheless, the inception paragraph informed Jordan that Turner would not be bound, even after Jordan had signed a subcontract or commenced work, until Turner had also executed the subcontract at some point after *178Jordan did so. Again, Turner had until October 31, more than three months after the July 14 conference call, to decide whether or not to sign. More fundamentally, if the inception paragraph was not intended to establish that Turner would not be bound by a verbal statement (or, as the dissent prefers, an “assurance”) that Jordan had the job, the requirement of a written agreement signed by Turner was essentially meaningless. Thus, we see no basis for the dissent’s refusal to acknowledge that the facts alleged by Jordan are entirely within the contemplation of the inception paragraph rather than constituting some new and independent act of waiver.11
As previously discussed, all we hold here is that the particular allegations made by Jordan do not, as a matter of law, amount to a waiver of Turner’s requirement that there be a signed subcontract before Turner would be contractually bound. To reiterate, Turner had every right to unilaterally impose such a condition on its becoming bound because, at the time the condition was imposed—when Turner sent Jordan the July 11 term sheet—it is undisputed that no contract between the parties was in existence. Stated otherwise, Turner, prior to entering into a contract with Jordan, was entitled to give Jordan a notice expressly limiting the legal effect of Turner’s subsequent oral statements and nonverbal acts. The dissent would hold that, on the basis of the paltry facts alleged by Jordan, a factfinder may interpret the parties’ dealings after the giving of such notice as if that notice had never been given. To so hold would essentially reduce a notice such as the inception paragraph of the July 11 term sheet, no matter how explicit, to a dead letter. In essence, the dissent would deprive commercially sophisticated parties dealing at arm’s length of the ability to avoid extended litigation over whether they had entered into oral or implied-in-fact contracts. This we decline to do.
The dissent pleads on Jordan’s behalf that “[s]hort of. . .an allegation [of an express waiver], it is not clear what more Jordan could have alleged” to raise an issue of waiver. We think it more pertinent to ask what more Turner could have said in the inception paragraph to avoid liability for breach of an oral or implied-in-fact contract. Again, the inception paragraph placed Jordan on notice, before any contract is alleged to have *179come into being, that “[u]nless and until Turner . . . executes this Subcontract, Turner shall not be bound by any of the terms or conditions herein,” and, moreover, that, prior to Turner becoming so bound, it “shall have no liability to make payments for Work performed by [Jordan], if any, or for anticipated profits.” The effect of the dissent’s approach is to allow the factfinder to analyze Turner’s subsequent conduct as if Turner had never given Jordan these notices. In the context of arm’s length bargaining between sophisticated commercial entities, we see no justification for such nullification of the express limitations one party placed on the conditions under which it would become contractually bound.
Other than the ancient (and apparently anomalous) Carlisle case, the dissent does not cite a single decision holding that a plain and unequivocal written statement that a party will not be contractually bound until it has signed a written agreement may be overridden, depending on the inclinations of a factfinder in subsequent litigation, by alleged conduct of a kind the stated condition was specifically formulated to survive, and without any allegation of an express waiver, either written or oral, of that condition. Further, the dissent cannot convincingly distinguish the numerous cases we cite that uphold a party’s right to attach the condition of a signed writing to its becoming contractually bound. In each of these cases, one party unsuccessfully attempted to enforce an alleged oral or implied-in-fact agreement in the face of the other party’s undisputed prior statement that it would not be bound without a signed writing. These cases establish that the bare allegation of an oral or implied-in-fact agreement—which is really all that Jordan alleges here—does not raise an issue of fact as to whether there was a waiver of the requirement of a signed writing.12
Supreme Court was also correct in dismissing Jordan’s promissory estoppel and quasi contract causes of action. For the reasons discussed above, Jordan could not reasonably have relied upon Turner’s statements during the July 14 conference
*180call as an unambiguous promise to enter into a subcontract with Jordan; therefore, no cause of action for promissory estoppel has been stated (see Hollinger Digital v LookSmart, Ltd., 267 AD2d at 77; Chatterjee Fund Mgt. v Dimensional Media Assoc., 260 AD2d 159, 159-160 [1999]; Prestige Foods v Whale Sec. Co., 243 AD2d at 281-282). Similarly legally insufficient is the cause of action seeking recovery in quantum meruit for the preparatory work Jordan performed before July 24, 2003. In light of the statement in the July 11 term sheet that, if Turner did not sign a subcontract with Jordan, “Turner shall have no liability to make payments for Work performed-by [Jordan], if any,” Jordan could not have had any reasonable expectation of compensation for the work it performed in the absence of such a signed subcontract (see Metropolitan Steel, 302 AD2d at 233-234; Absher Constr. Corp. v Colin, 233 AD2d 279, 280 [1996]).13 We note that Jordan’s argument based on the implied covenant of good faith and fair dealing is misplaced, since the July 11 term sheet establishes that, as a matter of law, the facts alleged by Jordan did not give rise to any contract between the parties (see Prestige Foods, 243 AD2d at 281-282; see also Sheth v New York Life Ins. Co., 273 AD2d 72, 73 [2000] [a claim for breach of the implied covenant of good faith and fair dealing “may not be used as a substitute for a nonviable claim of breach of contract”]).
In closing, we acknowledge that Turner’s dealings with Jordan, if the allegations of the complaint are true, leave much to be desired. If this case called for the application of equitable principles, we would likely reach a considerably different result. We are, however, dealing with a situation in which specific conditions, in writing, set forth the parties’ rules of engagement. Contrary to the dissent’s assertions, we did not write those rules of engagement, and we are not empowered either to ignore or rewrite them.
Accordingly, the order of the Supreme Court, New York County (Herman Cahn, J.), entered July 15, 2005, which, insofar as appealed from, granted Turner’s motion, pursuant to CPLR 3211 (a) (1) and (7), to dismiss Jordan’s causes of action for breach of contract, promissory estoppel, and recovery in quasi contract, should be affirmed, with costs.
. A substantially identical paragraph was included in an earlier term sheet that Turner sent Jordan on or about June 24, 2003.
. Apparently, at some point prior to the July 14 conference call, Jet Blue had awarded the general contract to Turner. Jordan alleges that it was “[d]ue in large part to Jordan’s competitive subcontract price” that Turner succeeded in obtaining the general contract.
. Jordan does not appeal from the order under review to the extent it dismissed the causes of action for conversion and deceptive trade practices against Turner. In addition, Jordan has voluntarily discontinued the action as against Hatch Mott, which had been sued for tortious interference and conversion.
. See e.g. Prospect St. Ventures I, LLC v Eclipsys Solutions Corp., 23 AD3d 213, 213 (2005); Naturopathic Labs. Intl., Inc. v SSL Ams., Inc., 18 AD3d 404, 405 (2005); Metropolitan Steel Indus. v Citnalta Constr. Corp., 302 AD2d 233, 233 (2003); Farzan v Cassini, 299 AD2d 239, 239-240 (2002); Martin Food Distribs. v Berkowitz, 284 AD2d 240 (2001); Dratfield v Gibson Greetings, 269 AD2d 294, 295 (2000); Hollinger Digital v LookSmart, Ltd., 267 AD2d 77 (1999); LaRuffa v Fleet Bank, 260 AD2d 299 (1999); Prestige Foods v Whale Sec. Co., 243 AD2d 281, 281-282 (1997).
. The dissent notes that the Second Circuit, in R.G. Group, set forth a “list of factors courts have looked to in deciding whether the parties’ words and deeds, within a given bargaining context, show an intent to be bound only by a written agreement,” and, in that regard, stated that “[n]o single factor is decisive” (751 F2d at 75). The latter statement does not mean that it will be necessary in every case to look beyond an explicit and unambiguous statement of intent not to be bound prior to the execution of a signed formal agreement. R.G. Group prominently relied on Reprosystem, B.V. v SCM Corp. (727 F2d 257 [2d Cir 1984], cert denied 469 US 828 [1984]), a decision written by the same judge earlier the same year. As noted in R.G. Group (751 F2d at 75), Reprosystem held that, in that case, the parties’ written communications, by themselves, “conclusively established] a mutual intent not to be bound prior to execution of the formal documents” (727 F2d at 262 [emphasis added]).
. We disclaim any suggestion that authority of Carlisle’s vintage should never be cited. We merely point out that the weakness of the dissent’s position is demonstrated by its using as the linchpin of its argument a single decision written 102 years ago, and last cited by a court 72 years ago, when so many more recent cases point in precisely the opposite direction.
. The dissent, while acknowledging that “Jordan could not honestly allege an express waiver,” slips the suggestion of express waiver back into its analysis by referring to “assurances” Jordan supposedly received from Turner. However, neither the complaint nor the affidavit of Jordan’s president alleges that Jordan received any “assurances” from Turner at all, much less an “assurance” that Turner would not rely on the inception paragraph’s requirement of a signed written agreement.
. The dissent repeatedly asserts that, in dismissing Jordan’s complaint, we are implicitly casting doubt on the concept of implied waiver. We do no such thing. All we hold is that, in this particular case, given the detailed conditions set forth in the inception paragraph, Jordan has not alleged facts that could support a finding of an implied waiver by Turner of the requirement of a signed written agreement. We have no occasion to consider whether a different set of allegations would have raised an issue of fact as to implied waiver of the conditions the inception paragraph placed on Turner’s becoming bound; we deal only with the facts alleged in Jordan’s complaint. We do not regard this as a “hedg[ing]” of our position, but as following the customary judicial practice of restricting our discussion to the particular allegations before us. We see no basis for the dissent’s suggestion that our present holding impairs the concept of implied waiver as a legal principle. After all, Hadden v Consolidated Edison Co. of N.Y. (45 NY2d 466 [1978]), which the dissent cites for its recognition that a legal right may be waived either expressly or by implication, found that no waiver had occurred in that case.
. The dissent reads illusory significance into the complaint’s conclusory allegation that Jordan’s commencement of work while Turner prepared a formal subcontract “was in conformance with a prior course of dealing between Turner and Jordan on other projects.” While it may be that the parties’ preliminary dealings on prior projects had resulted in signed written agreements, this does not mean that the preliminary dealings alleged here resulted in a deal binding on Turner when, in this case, the requirement of a written agreement signed by Turner was never satisfied. Notably, neither the complaint nor the affidavit of Jordan’s president alleges that the two companies had a prior course of dealing in which Turner waived such a condition to its becoming bound. In fact, Jordan’s president states in his affidavit—in apparent contradiction to the complaint’s allegation about a “prior course of dealing”—that the “normal procedure,” which Turner did not follow in this case, was to have the parties’ agreement “reduced to a formal writing.” Also misplaced is the dissent’s focus on the fact that, when Turner asked Jordan to begin work, Turner “knew that it previously had taken the position that it would be hound only if it signed a written agreement.” This fact, of course, was known, not only to Turner, but also to Jordan, as was the fact that, under the inception paragraph, Turner would not be bound even if Jordan began work before Turner had signed a written subcontract.
. Notably, in this case, the parties did not even reach the initial stage of having the putative “Subcontractor” (Jordan) execute a subcontract.
. While the dissent may be able to posit a hypothetical scenario in which a subcontractor executes a subcontract without having been told that it has been chosen for the job, this does not serve to turn the inception paragraph on its head so as to render Turner bound by its alleged oral statements to Jordan.
. When one looks past the dissent’s argumentative embellishments of the record, the claim that Jordan’s complaint and affidavit offer more than the bare allegation of an oral or implied-in-fact agreement is based on nothing more than Jordan’s commencement of design work prior to the preparation and signing of a written subcontract. As we have already explained at length, the inception paragraph specifically provided that no binding contract would be created by Jordan’s commencement of work before Turner signed a written agreement. We consider this a reasoned basis for rejecting the dissent’s position.
. The dissent’s reliance on Longo v Shore & Reich, Ltd. (25 F3d 94 [1994], supra) is misplaced. While a quantum meruit recovery was permitted in Longo, the Second Circuit’s decision does not indicate that the plaintiff in that case was ever told that she would not be compensated for work performed in the absence of a signed written agreement.