91 A.3d 1059
Me.2014Background
- On March 18, 2011, Re/Max obtained an exclusive listing for an $869,000 York property with a 5% commission and a forfeiture clause granting half of forfeited earnest money to the Seller and half to the Agency, not to exceed the commission.
- A purchaser defaulted; earnest money of $86,900 was held in escrow; a mediation rule required mediation for disputes arising under the purchase-and-sale agreement.
- Re/Max refused to release all escrowed funds when the buyer and Bank requested disbursement, citing escrow and mediation rules; Re/Max insisted on a written agreement or court order.
- Re/Max later arranged a second full-price sale; it earned a 5% commission split with the second buyer’s agent upon closing on August 31, 2011.
- In December 2011, mediation between the Bank and the first buyer resulted in a distribution where the Bank received $49,500 and the first buyer $37,400; Re/Max retained $24,750.
- The Bank sued Re/Max for breach of the listing agreement; Re/Max counterclaimed for indemnification and attorney fees; the Superior Court granted summary judgment for the Bank on the breach and for indemnification/fees, prompting this appeal.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Re/Max is entitled to a 50/50 forfeiture share. | Re/Max: forfeiture clause unambiguous; Bank must pay half of forfeited funds to Agency. | Bank: no forfeiture since funds were later distributed via mediation. | Yes; Re/Max entitled to $24,750 (half of $49,500). |
| Whether Re/Max waived its interest in the forfeited funds. | Re/Max did not intend to relinquish its right; actions do not show waiver. | Bank argues a waiver occurred through conduct/disposition of funds. | No waiver; Re/Max retains interest. |
| Whether indemnification and attorney fees should be decided in favor of Re/Max. | Indemnification/fees coverage under the listing agreement require factual showing of loss. | Bank disputes entitlement or amount of indemnification/fees. | Remand for fact-finding on indemnification and fees. |
Key Cases Cited
- Coastal Ventures v. Alsham Plaza, LLC, 1 A.3d 416 (2010 ME 63) ((contract construction when unambiguous))
- Richardson v. Winthrop Sch. Dep’t, 983 A.2d 400 (2009 ME 109) (plain-meaning interpretation of contracts)
- Camden Nat’l Bank v. S.S. Navigation Co., 991 A.2d 800 (2010 ME 29) (contract interpretation and extrinsic evidence avoidance)
- Am. Prot. Ins. Co. v. Acadia Ins. Co., 814 A.2d 989 (2003 ME 6) (unambiguous contract interpretation)
- Gile v. Albert, 943 A.2d 599 (2008 ME 58) (accrual of breach-of-contract claim)
- Blue Star Corp. v. CKF Props., LLC, 980 A.2d 1270 (2009 ME 101) (waiver inference standards)
- Dussault v. RRE Coach Lantern Holdings, LLC, 86 A.3d 52 (2014 ME 8) (summary judgment standard and factual stipulations)