Michael Salove Co. v. Enrico Partners, L.P.
23 A.3d 1066
Pa. Super. Ct.2011Background
- MSC appeals a June 4, 2010 summary-judgment grant in Landlord's favor on claims for brokerage commissions tied to an oral extension of a written exclusive listing.
- Landlord cross-appeals from a December 3, 2009 order denying its petition for attorneys’ fees for defending MSC’s broker’s lien claim; the lien was ultimately stricken.
- MSC and Landlord executed a written exclusive listing for 14,000 square feet; the term was initially 180 days and later reduced to 120 days via modification by Landlord’s Vice-President, with the agreement executed on February 20, 2007 and expiring June 20, 2007.
- MSC alleged an oral extension prior to expiration; Holtz denied any extension; Salove could not recall duration of any extension and did not memorialize it in writing.
- Summit Fitness tenant negotiations began after July 2007; Summit entered a lease on October 31, 2007; MSC did not receive a commission.
- MSC filed a broker’s lien under CREBLA in April 2008; lien was stricken and MSC amended claims for breach of contract, quantum meruit, and unjust enrichment; Landlord sought fees for defending the lien.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| RELRA and oral extension of a written contract | MSC contends oral extension valid under contract law and RELRA permits oral modifications of terms not required to be in writing. | Landlord argues RELRA requires written duration terms; oral extension fails to meet writing requirement and thus bars commissions. | Oral extension cannot support a commission; duration must be in writing under RELRA. |
| Effect of RELRA on a claimed extension’s duration | MSC asserts RELRA allows modification unless otherwise restricted; duration need not be written if material terms exist elsewhere. | Landlord maintains RELRA requires a written duration term for exclusive listing; oral extension invalid. | RELRA requires the duration to be in writing; oral extension lacking a duration term bars the claim. |
| Attorneys’ fees and costs for defense of the broker’s lien | MSC argues no adjudication of prevailing party status; fees not recoverable. | Landlord contends MSC’s lien withdrawal and strike made Landlord the prevailing party eligible to recover fees. | Landlord is entitled to reasonable attorneys’ fees, costs, and prejudgment interest incurred in removing the lien; MSC is the non-prevailing party. |
Key Cases Cited
- Universal Builders, Inc. v. Moon Motor Lodge, Inc., 430 Pa. 550 (Pa. 1968) (modification of written contract by oral agreement can be limited by writing requirements)
- Coleman v. Wyeth Pharmaceuticals, Inc., 6 A.3d 502 (Pa. Super. 2010) (standard for review of summary judgments in Pennsylvania Superior Court)
- ADP, Inc. v. Morrow Motors Inc., 969 A.2d 1244 (Pa. Super. 2009) (plausibility and evidence standards for summary judgment have to be met)
- Skiff re Business, Inc. v. Buckingham Ridgeview, L.P., 991 A.2d 956 (Pa. Super. 2010) (RELRA purpose to protect buyers/sellers and prevent post hoc disputes)