Crye-Leike, Inc. v. Sarah A. Carver
415 S.W.3d 808
Tenn. Ct. App.2011Background
- Exclusive Right to Sell Agreement granted Crye-Leike exclusive right to sell through August 21, 2007 for 7% commission plus admin fee.
- Property listed with Crye-Leike; Crye-Leike advertised and showed property but no formal offer during term.
- Alabama couple Sammons viewed property August 22 and 22; Carver not present at showings.
- Sammons sale to Carver’s property closed October 22, 2007 for $460,000; Crye-Leike demanded commission.
- Trial court found no commission under contract language; court held no oral modification; dispute over extension by actions/waiver/quasi-contract.
- Appellate court affirmed, holding contract language prohibiting oral modification and lack of showing/submitting/offering prior to Aug 21 meant no commission; no waiver or quasi-contract established.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the Sammonses were shown or submitted to before August 21 | Crye-Leike asserts it was shown/submitted via Mills/Weir and internet ads. | Carver argues no pre-August-21 showing or submission occurred. | No showing/submission before August 21; ambiguity resolved against Crye-Leike; no commission. |
| Whether the contract was orally amended to extend to August 30 | Crye-Leike contends there was an oral extension. | Carver denies any oral modification; contract requires writing. | No valid oral modification; writing required. |
| Whether the parties’ actions extended the term beyond August 21 | Crye-Leike argues conduct (scheduling showings after Aug 21) extended the term. | Carver denies extension by conduct; contract language controls. | Actions did not extend the contract; no extension. |
| Whether waiver, equitable estoppel, or acquiescence created a right to a commission | Crye-Leike relies on waiver/estoppel/acquiescence. | Carver did not waive or be estopped; no proof of reliance. | No waiver or estoppel; no quasi-contract; contract bars additional entitlement. |
Key Cases Cited
- Planters Gin Co. v. Fed. Compress & Warehouse Co., 78 S.W.3d 885 (Tenn.2002) (contract interpretation; plain meaning; ambiguities against drafter)
- Robinson v. Kemmons Wilson Realty Co., 293 S.W.2d 574 (Tenn.Ct.App.1956) (procuring cause doctrine; contract governs broker rights)
- Pacesetter Properties Inc. v. Hardaway, 635 S.W.2d 382 (Tenn.Ct.App.1981) (procuring cause and agency-authorization context)
- Mande Realty v. Deerhead Resort, Inc., 1988 WL 5694 (Tenn.Ct.App.1988) (broker's entitlement grounded in contract; not a WL citation; see context in opinion)
- Hillsboro Plaza Enters. v. Moon, 860 S.W.2d 45 (Tenn.Ct.App.1993) (contractual rights governed by written agreement; not to rewrite terms)