Cutler v. Saran
2016 Ohio 7584
| Ohio Ct. App. | 2016Background
- Cutler Real Estate (Cutler) and Akhtiar Saran (signing for his wife Mandeep) executed a Commercial/Industrial Listing Agreement on April 25, 2008 granting Cutler a commission for procuring a purchaser or tenant.
- Cutler procured tenant George Albanna; a lease between Albanna and Mandeep Saran was executed July 1, 2008 (during the Listing Agreement term) and Cutler was paid commission for the first year.
- Albanna exercised a renewal/option shortly before the original lease expired and remained in continuous possession (either by renewal or holdover) until October 2014, when Unsurpassed Holdings, LLC (with Albanna as signing member) purchased the property.
- Cutler was not paid commissions for the lease renewals/holdover period or for the sale; Cutler sued the Sarans for breach of contract and sought damages.
- The trial court granted summary judgment for Cutler for $26,244 plus prejudgment interest; the Sarans appealed arguing the later renewals and sale occurred after the Listing Agreement term/protection period and without Cutler’s involvement.
- The appellate court affirmed, holding the Listing Agreement’s plain terms (including renewal/holdover and extension clauses) entitled Cutler to commissions on the extended tenancy and the eventual sale.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Cutler earned commissions on lease renewals/holdovers after the Listing Agreement term | Cutler: Listing Agreement unambiguously entitles six percent commission on options, renewals, and informal holdovers when tenant was procured during the contract term | Sarans: Renewals/holdover occurred outside the contract term/protection period and without Cutler’s further involvement, so no additional commission is owed | Held: Commission owed — agreement covers renewals/options/holdovers for a tenant procured during the term and Albanna was such a tenant |
| Whether the Listing Agreement’s extension clause kept the agency alive until final disposition of the lease/sale | Cutler: Extension clause continues contract until final disposition when an agreement is signed during contract term (original lease signed during term) | Sarans: Final disposition occurred after expiration/protection period so no extension applies | Held: Extension applies — original lease signed during term and final disposition (sale) occurred later, so contract extended until sale |
| Whether Cutler is entitled to commission on the eventual sale to Albanna/LLC | Cutler: Procured a purchaser (Albanna) and paragraph 12(A) pays six percent at closing for a purchaser procured during the contract | Sarans: Sale occurred well after the Listing Agreement/protection period and without Cutler’s involvement | Held: Cutler entitled to purchase commission — procurement during term plus extension clause makes commission due |
| Whether summary judgment was inappropriate due to factual disputes | Cutler: Facts undisputed and contract language is clear; no material factual issues remain | Sarans: Disputes about when commissions were earned and Cutler’s involvement preclude summary judgment | Held: No genuine issues of material fact; interpretation of clear contract is a question of law — summary judgment affirmed |
Key Cases Cited
- Temple v. Wean United, Inc., 50 Ohio St.2d 317 (summary judgment standard) (Ohio) (sets Civ.R. 56 principles)
- Dresher v. Burt, 75 Ohio St.3d 280 (summary judgment burden of proof) (Ohio)
- Grafton v. Ohio Edison Co., 77 Ohio St.3d 102 (de novo review of summary judgment) (Ohio)
- Inland Refuse Transfer Co. v. Browning-Ferris Indus. of Ohio, Inc., 15 Ohio St.3d 321 (contract interpretation—clear terms are matters of law) (Ohio)
- Alexander v. Buckeye Pipe Line Co., 53 Ohio St.2d 241 (ordinary meaning of contract words) (Ohio)
- Bauman v. Worley, 166 Ohio St. 471 (procuring cause doctrine for brokers) (Ohio)
- King v. Dean, 19 Ohio St.2d 17 (enforceability of extension clauses) (Ohio)