Union Sq. Realty, Inc. v. Golfers & Hackers, Inc.
2011 Ohio 1882
Ohio Ct. App.2011Background
- Union Square Realty, Inc. (Re/Max Home Center) is owned by Marilyn Schopp; Golfers & Hackers, Inc. had an exclusive listing for 30 acres in Alliance, Ohio, with a 5.5% commission, expiring March 23, 2005.
- After the listing expired, Union Square filed suit for unpaid commissions; Golfers & Hackers counterclaimed and sued Schopp for tortious interference and breach of fiduciary duty arising from a broker's lien filed by Union Square.
- In 2005, a Newton Square deal emerged; terms discussed included a net price to the seller of $675,000 and awareness by Golfers & Hackers that Union Square would be due a commission.
- A June 15, 2005 purchase contract with Newton Square was executed for $650,000; Union Square filed a broker's lien in August 2005 claiming $33,000, with inaccuracies in the lien affidavit and contract details.
- Newton Square later backed out; Golfers & Hackers pursued litigation which eventually settled, with a subsequent contract at $591,000 in July 2006 and closing August 25, 2006; Union Square received no commission on the sale.
- The trial court ultimately awarded Union Square $17,500 on its complaint and $12,000 on Golfers & Hackers’ counterclaim/third-party complaint; the Court of Appeals later remanded for clarification, which led to a final entry reducing the award to roughly $17,000 for Union Square and $12,000 for Golfers & Hackers.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether procuring cause supports a commission despite expiration | Union Square: continued effort after expiry entitled to commission. | Golfers & Hackers: no entitlement due to expiry and alleged deceit. | Yes, procuring cause supported partial commission. |
| Whether procuring cause was properly applied given alleged deceit and lack of good faith | Union Square argues continued services and meetings maintained the chain of events. | Golfers & Hackers contends deceit/loyalty breach voids entitlement. | Procuring cause properly applied; evidence supports partial recovery. |
| Whether damages were properly calculated under the procuring cause framework | Union Square: damages reflect percentage of listed commission attributable to its efforts. | Golfers & Hackers: improperly calculated and limited damages. | Damages properly calculated; affirmed in substantial amount with reductions considered. |
| Whether filing of the broker's lien violated fiduciary duties and tortiously interfered with contractual relations | Cross-appellees claim lien was deceitful and breached loyalty. | Union Square/Schopp breached duties and interfered with contract with Newton Square. | Court upheld findings of tortious interference and fiduciary breach; lien improper, damages awarded. |
| Whether the listing agreement percentage should be fully awarded | Full commission under contract should be awarded. | Only procuring cause partial recovery, not full listing percentage. | Affirmed partial recovery; not the full listing-commission amount. |
Key Cases Cited
- Bauman v. Worley, 166 Ohio St. 471 (Ohio 1957) (procuring cause requires a direct, continuous chain of events to produce a ready purchaser)
- C.E. Morris Co. v. Foley Construction, 54 Ohio St.2d 279 (Ohio 1978) (appellate review deferential; substantial evidence standard)
- Seasons Coal Co. v. City of Cleveland, 10 Ohio St.3d 77 (Ohio 1984) (evidence-weight and credibility considerations in appellate review)
- Pons v. Ohio State Medical Bd., 66 Ohio St.3d 619 (Ohio 1993) (standard for administrative and evidentiary review on appeal)
- Fred Siegel Co., L.P.A. v. Arter & Hadden, 85 Ohio St.3d 171 (Ohio 1999) (elements of tortious interference with contract; improper interference requires lack of justification)
- Battista v. Lebanon Trotting Ass'n, 538 F.2d 111 (6th Cir. 1976) (tortious interference with contract elements and third-party knowledge by wrongdoer)