Leonardo Harper LLC v. Landmark Commercial Real Estate Services
329338
| Mich. Ct. App. | Mar 21, 2017Background
- Lavdas (owner of plaintiff Leonardo Harper LLC) owned two vacant parcels; broker John Kello (with Landmark) introduced Family Dollar Store (FDS) as a prospective tenant and provided prototypical plans.
- Plaintiff's architect, Gordon, concluded FDS’ prototype would not fit on the two parcels and advised that an additional parcel was needed; Kello assisted but did not negotiate purchase for plaintiff.
- Kello introduced buyer Isam Yaldo (Clintharp) and plaintiff entered a purchase agreement selling the two parcels to Clintharp; the agreement identified Landmark as representing Clintharp and required Lavdas to pay Landmark a commission.
- Plaintiff sued alleging Kello/Markland/Clintharp made material misrepresentations to induce sale, and raised claims including fraud, breach of fiduciary duty, tortious interference, conversion, and conspiracy.
- Trial court granted defendants’ summary disposition under MCR 2.116(C)(10), finding no genuine dispute that Kello was not plaintiff’s agent and that plaintiff failed to prove the alleged misrepresentations; plaintiff’s motion for reconsideration and to amend were denied.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether an agency relationship existed between Lavdas/Harper and Kello/Landmark | Kello acted as plaintiff's broker/agent based on course of dealing and an agreement to pay a leasing commission | Written agreements and testimony show Kello/Landmark represented FDS/Clintharp, not plaintiff; no control or authority to bind plaintiff | No agency — summary judgment for defendants; plaintiff failed to create a genuine factual dispute |
| Whether Kello made material false representations (fraud/fraud in the inducement) | Kello told Lavdas that additional land was required and FDS would not lease without it, inducing sale | Architect Gordon, not Kello, concluded the prototype wouldn’t fit; Kello relayed that view and aided development efforts; no evidence Kello misrepresented FDS’ willingness to accept variances | No actionable fraud — summary judgment for defendants |
| Duty to disclose / silent fraud based on broker fidelity or professional rules | Kello had a disclosure duty under REBA / NAR rules even absent agency; violation could void the sale | Plaintiff did not raise or develop these arguments below; trial court did not rule on them | Issue unpreserved on appeal; appellate court declined review |
| Denial of leave to amend the complaint | Plaintiff sought to amend to add/fix claims related to disclosure and duties | Trial court denied amendment on the record; plaintiff failed to supply the transcript on appeal | Waived on appeal for failure to provide transcript; no reversal |
Key Cases Cited
- Johnson v Recca, 492 Mich 169 (2012) (summary disposition reviewed de novo)
- Morales v Auto-Owners Ins, 458 Mich 288 (1998) (standard for reviewing C(10) motions)
- AFP Specialties, Inc v Vereyken, 303 Mich App 497 (2014) (elements and proof for implied agency)
- Meretta v Peach, 195 Mich App 695 (1992) (conflicting evidence on agency is for the jury)
- Breighner v Mich High Sch Athletic Ass’n, 255 Mich App 567 (2003) (definition of agency as a fiduciary relationship)