Turrisi Companies v. Cole Holdings Corp.
2013 Va. Cir. LEXIS 17
Fairfax Cir. Ct.2013Background
- Turrisi and Cole formed a brokerage relationship regarding the Winchester Station property in Dec 2010; confidential and commission-related documents were exchanged but not all signed.
- Turrisi supplied Cole with extensive property information from Dec 2010 to Mar 2011, including site plans, financials, and proprietary data.
- Cole made an offer in Mar 2011, which was rejected; Falatko indicated the seller would list with a broker.
- In Mar 2011, Turrisi allegedly was assured it would be protected and that Cole would honor the commission if Cole became the buyer; no signed Commission Agreement was ever executed.
- From Jun to Sep 2011, Cole continued negotiations with the owners, ultimately entering a Letter of Intent (Jul 2011) and a formal purchase agreement (Sep 2011); Cole created Cole MT Winchester, L.L.C. to take title (Oct 2011).
- Turrisi pleaded breach of contract and unjust enrichment seeking a $369,000 commission; Cole moved for summary judgment on termination/date and procuring-cause grounds.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the brokerage relationship terminated in March 2011. | Turrisi contends the Commission, Confidentiality, and emails form a continuing relationship. | Cole argues the Commission Agreement lacked a termination date, thus terminated 90 days after March 10, 2011. | Disputed facts on termination; summary judgment denied on this basis. |
| Whether Turrisi was procuring cause of the sale. | Turrisi provided confidential information and continued services; continuity exists. | There was a break in negotiations and later listing; no clear procuring chain. | Fact-intensive issue; cannot be decided as a matter of law; summary judgment denied. |
| Whether Virginia’s 2010 version of § 54.1-2137 governs termination given retroactivity concerns. | Rules should apply to overall brokerage relationship; statute interpretation favors plaintiff. | Older statute controls; termination date undefined; implies late 2010 rules. | Court applied the earlier statute but found material facts unresolved; summary judgment denied on statute issue. |
Key Cases Cited
- Ford v. Gibson, 191 Va. 96 (1940) (procuring-cause generally a question of fact)
- Shalimar Development, Inc. v. FDIC, 257 Va. 565 (1999) (procuring-cause and continuity factors; termination matters critical)
- Dudas v. Glenwood Golf Club, Inc., 261 Va. 133 (2001) (summary judgment standards; favorable inferences for nonmovant)
- Klaiber v. Freemason Assocs., Inc., 266 Va. 478 (2003) (summary-judgment standards; evidence viewed in nonmovant's favor)
- Carwile v. Richmond Newspapers, Inc., 196 Va. 1 (1954) (summary judgment standards; drastic remedy; avoid if fact questions")