Reserve Realty, LLC v. Windemere Reserve, LLC, AC38167, AC38440, AC38442

Background

Woodland engaged Jeanette Haddad and Scalzo Realty to market "The Reserve" and required subsequent purchasers to honor that exclusivity; Woodland sold parcels 13 and 15 to BLT and Windemere.
On September 10, 2003 the parties executed a buyer’s agreement (term: 9/10/03–9/10/10) and four listing agreements. The listing agreements stated the term as 120 months from the date of the first conveyance of an individual unit or executed lease to an unrelated party.
BLT developed parcel 13 into Abbey Woods (470 rental units); first lease occurred March 2013. Windemere’s office development (parcel 15) remained undeveloped as of oral argument. Plaintiffs (Reserve Realty and Haddad estate) sued for commissions and filed broker’s liens.
Trial court found the listing agreements unenforceable under Conn. Gen. Stat. § 20-325a because the duration provision failed to specify a definite measurable term; it also rejected plaintiffs’ claims of substantial compliance and equitable relief.
This court initially affirmed on antitrust grounds under State v. Hossan-Maxwell; the Connecticut Supreme Court later overruled that precedent, remanding for consideration of the remaining claims. On remand this court affirmed the trial court: listings failed § 20-325a and plaintiffs were not entitled to recovery.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Are the buyer’s agreement and listing agreements ambiguous as to duration?	The agreements govern different aspects (buyer representation v. subsequent listing) and can be read together without conflict.	When read together the duration provisions conflict (fixed 9/10/10 v. 120 months from first conveyance), producing ambiguity.	Not ambiguous: buyer’s agreement covers purchase representation (ends 9/10/10); listing agreements cover marketing/sales and start on first conveyance/lease.
Do the listing agreements satisfy § 20-325a’s requirement to state the duration of authorization?	The ten‑year period from first conveyance is a measurable duration and thus satisfies § 20-325a.	The term is indefinite when executed because the start-date (first conveyance/lease) was uncertain, so duration is not a definite, measurable time.	Held for defendant: duration must be definite and measurable at execution; a term that only begins upon an uncertain future event (with no ceiling) fails § 20-325a.
If the listings fail strict compliance, did they substantially comply under § 20-325a(d)?	Substantial compliance exists because parties intended a definable duration and plaintiffs performed marketing efforts.	The duration term is a fundamental element; lack of definiteness is not a minor scrivener’s error and defeats substantial compliance.	Held for defendant: no substantial compliance—the indefinite duration goes to the essence of an exclusive listing.
Even without strict/substantial compliance, would equity require awarding commissions?	Plaintiffs marketed the properties for years and were prevented (or disadvantaged) by defendants; denying recovery is inequitable.	Plaintiffs’ marketing efforts waned after 2007; defendants did not prevent performance and plaintiffs made no effort after learning of Abbey Woods in 2013.	Held for defendant: trial court’s equitable finding was not clearly erroneous—no basis to award commissions.

Key Cases Cited

Reserve Realty, LLC v. Windemere Reserve, LLC, [citation="335 Conn. 174"] (Conn. 2020) (Supreme Court reversed the appellate reliance on Hossan‑Maxwell and remanded for consideration of the § 20-325a issues)
Real Estate Listing Service, Inc. v. Connecticut Real Estate Commission, [citation="179 Conn. 128"] (Conn. 1979) (describes listing types and explains that exclusive‑right listings give brokers commission rights during the contract period)
NRT New England, LLC v. Jones, [citation="162 Conn. App. 840"] (Conn. App. 2016) (§ 20-325a requirements are mandatory and must be strictly construed)
Location Realty, Inc. v. Colaccino, [citation="287 Conn. 706"] (Conn. 2008) (commercial transactions allow a more flexible writing standard but still require stated duration)
Tallmadge Bros., Inc. v. Iroquois Gas Transmission System, L.P., [citation="252 Conn. 479"] (Conn. 2000) (presumption of definitiveness for commercial contracts negotiated by sophisticated parties)
Pack 2000, Inc. v. Cushman, [citation="311 Conn. 662"] (Conn. 2014) (explains doctrine of substantial performance and its limits)
State v. Hossan‑Maxwell, Inc., [citation="181 Conn. 655"] (Conn. 1980) (antitrust tying standard previously applied by appellate court before being overruled)