8011, Llc, Walter Moss & Kari Graves v. Mr.99 & Associates & Martin S. Rood, 73737-6

Background

8011 LLC (seller) contracted with broker Martin Rood for an exclusive brokerage listing from July 21, 2011 to January 21, 2012, providing a 5% commission on sales during the term or under certain post-expiration ("tail") conditions for six months after expiration.
Before and during Rood’s listing, Rood had earlier contact with buyer Mazda as a buyer-side agent; Mazda initially could not purchase due to a statutory radius restriction but later obtained a waiver.
Rood did not procure a buyer during the listing term, and did not deliver an offer or a registration list required by the tail provision before or shortly after expiration; the listing expired unsold.
Months later Mazda and 8011 negotiated and ultimately executed a written Purchase & Sale Agreement (PSA) that omitted and expressly deleted any seller commission; the final PSA included a handwritten statement that the seller would pay no real estate commissions.
Rood sued for the unpaid commission (contract and tort theories); trial court awarded Rood commission and attorney fees; 8011 appealed. The Court of Appeals reversed, deciding the case as a matter of law on the summary-judgment standard.

Issues

Issue	Rood's Argument	8011's Argument	Held
Entitlement under the written brokerage agreement	Rood contends he is entitled to 5% commission because he was the selling firm and sections referencing sales do not expire	8011 argues Rood failed to meet the durational and tail conditions (no buyer procured during term; no timely offer or registration)	Court: Rood failed to satisfy the agreement terms; no commission under the contract
Applicability of the procuring-cause rule	Rood argues he was the procuring cause of the eventual sale and thus entitled to commission despite written tail	8011 argues the parties negotiated a specific tail provision that governs post-expiration commissions, displacing procuring-cause gap-filling	Court: Procuring-cause doctrine inapplicable because the written contract’s tail provision controls
Third-party beneficiary status under the final PSA	Rood relies on prior offers/counteroffers that provided for commission and notes he is identified as selling firm in PSA	8011 points to the final PSA’s crossed-out commission clause and the handwritten "seller will pay no real estate commissions" language	Court: Final PSA shows no intent to confer a commission to Rood; he is not a third-party beneficiary
Statute of Frauds / written agreement sufficiency	Rood points to written offers/counteroffers exchanged between Mazda and 8011 as satisfying statute of frauds	8011 notes those writings were not accepted and thus do not create a binding promise to pay commission to Rood	Court: Unaccepted/withdrawn offers cannot satisfy the statute of frauds; no enforceable brokerage agreement for the sale
Unjust enrichment and tort claims (conversion, misappropriation, interference)	Rood claims equitable/tort relief because he was deprived of the commission he earned	8011 argues Rood had no property interest or vested right to a commission under the contract or the PSA	Court: Rood lacked a property interest/benefit retained by 8011; equitable and tort claims fail

Key Cases Cited

Tanner Elec. Co. v. Puget Sound Power & Light Co., 128 Wn.2d 656 (1996) (contract interpretation centers on parties' intent and reading the contract as a whole)
Willis v. Chamolain Cable Corp., 109 Wn.2d 747 (1988) (procuring-cause rule and its application; procuring cause is displaced by express contractual commission provisions)
Svputa v. Druck, Inc., 90 Wn. App. 638 (1998) (written contract terms specifying post-termination commission procedures limit application of procuring-cause doctrine)
Lewis v. Boehm, 89 Wn. App. 103 (1997) (third-party beneficiary requires intent that promisor assume direct obligation to third party)
Fleetham v. Schneekloth, 52 Wn.2d 176 (1958) (parol evidence is inadmissible to vary clear written contract terms)