NRT New England, LLC v. Longo
207 Conn. App. 588
| Conn. App. Ct. | 2021Background
- Defendants listed commercial property with plaintiff (NRT New England, d/b/a Coldwell Banker) under an exclusive right-to-sell listing from 10/31/2013 to 10/31/2014; commission = 5%.
- During the listing term defendants entered a purchase-and-sale agreement (Aug 2014) with Empire Residential that later collapsed over acreage; plaintiff continued negotiating on defendants’ behalf through October 2014.
- On 11/1/2014 defendants executed a new exclusive listing with Salvatore R. Longo (a licensed broker); defendants and Empire closed the sale 3/24/2016 for $2,760,000; $138,000 (plaintiff’s claimed commission) was placed in escrow.
- Plaintiff recorded a broker’s lien under §20-325a and sued for breach of contract and CUTPA violations; trial to the court resulted in judgment for plaintiff based on (1) court finding Longo directed buyer to deal only with him during the final month of the listing and (2) related misrepresentations; court also concluded equitable recovery despite defects in licensing proof.
- On appeal the court held the trial court had jurisdiction (standing/licensing issue did not deprive subject-matter jurisdiction) but reversed on breach and CUTPA: the factual finding that plaintiff was excluded from October negotiations was clearly erroneous, and alleged unfair acts occurred before Longo acted as a broker and thus were not in the conduct of trade or commerce for CUTPA.
- Judgment reversed; appellate court directed judgment for defendants on both breach and CUTPA claims.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Standing / licensing under §20-325a(a) | Plaintiff conceded no strict proof of a broker license but argued the court still had jurisdiction and equitable recovery was proper because of substantial compliance. | Failure to prove licensing element deprived plaintiff of standing and the court of subject-matter jurisdiction. | Court: Licensing noncompliance is not a jurisdictional bar; court had jurisdiction and plaintiff may seek recovery on substantial-compliance/inequity theory. |
| Breach of the listing agreement | Plaintiff argued defendants (via Longo) instructed buyer to stop dealing with plaintiff during October 2014, causing loss of commission under William Raveis rule. | Defendants argued plaintiff remained actively involved and led negotiations through October; court’s finding that plaintiff was excluded was unsupported. | Court: Trial court’s finding that plaintiff was removed from October negotiations was clearly erroneous and dispositive; breach finding reversed and judgment for defendants. |
| CUTPA liability (trade or commerce requirement) | Plaintiff argued defendants were competing with plaintiff to sell the property during listing and Longo’s broker activity constituted trade or commerce. | Defendants argued sale of a single family-owned parcel by owners is not CUTPA activity; alleged unfair acts occurred before Longo acted as a broker. | Court: Trial court erred; alleged unfair acts occurred before Longo’s broker status on 11/1/2014, so they were not done in the conduct of trade or commerce—CUTPA claim fails. |
Key Cases Cited
- McCutcheon & Burr, Inc. v. Berman, 218 Conn. 512 (Conn. 1991) (failure to comply with §20-325a is not a jurisdictional bar to enforcing listing agreements)
- Location Realty, Inc. v. General Financial Services, Inc., 273 Conn. 766 (Conn. 2005) (equitable recovery may be allowed where a licensee substantially complied and denying recovery would be inequitable)
- William Raveis Real Estate, Inc. v. Zajaczkowski, 172 Conn. App. 405 (Conn. App. 2017) (seller’s independent agreement during an exclusive agency/representation can support broker recovery where seller breached exclusivity and caused loss of commission)
- Larsen Chelsey Realty Co. v. Larsen, 232 Conn. 480 (Conn. 1995) (conduct by licensed brokers that implicates brokerage services can constitute trade or commerce under CUTPA)
- Bayer v. Showmotion, Inc., 292 Conn. 381 (Conn. 2009) (reversal and rendering appropriate where trial court’s dispositive factual findings are clearly erroneous)