Young v. Rose
286 P.3d 518
Ariz. Ct. App.2012Background
- Young appealing dismissal of breach of contract claim against the Roses; 2009 Buyer-Broker Agreement required Young’s signature under A.R.S. § 32-2151.02(A)(4); Roses signed but Young did not; court held unenforceable for lack of Young’s signature.
- Roses moved to dismiss under Rule 12(b)(6); court treated as summary judgment due to extrinsic documents; court dismissed and judgment partially granted.
- 2009 Agreement identified Jason and Jordan Rose as buyers and Realty Executives as broker; Young as agent; only the Roses signed the agreement; term January 12, 2009 to July 12, 2009.
- During term, Roses bought a home via a different agent and paid that agent’s commission; Young sued for unpaid commission under the 2009 Agreement.
- Arizona law requires real estate employment agreements to be written, contain terms including compensation, have definite duration, and be signed by all parties; statute of frauds also applies; electronic signature issues arise under the Arizona Electronic Transactions Act.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether 2009 Agreement is enforceable without Young’s signature | Young argues statute governs; signing not required to civil action | Statutory sign-off required; non-signature makes contract unenforceable | Enforceable only if signed by all parties; unsigned by Young means unenforceable |
| Whether email “Thank you” constitutes electronic signature | Email serves as Young’s electronic signature under ACT | Signature issue cannot be resolved on Rule 12(b)(6); extrinsic facts needed | Rule 12(b)(6) inapplicable to signature; remand for proper factual record on signature issue |
| Whether Rule 12(b)(6) should have been converted to summary judgment | Court erred in not treating as summary judgment due to extrinsic materials; vacate portion and remand |
Key Cases Cited
- Red Carpet-Barry & Associates v. Apex Associates, 130 Ariz. 302 (App. 1981) (written listing agreements must have definite expiration date to be enforceable)
- Olson v. Neale, 116 Ariz. 522 (App. 1977) (written listing must have definite expiration date; public policy to protect commissions)
- Realty Execs, v. Northrup, King & Co., 24 Ariz.App. 400 (App. 1975) (statutes governing real estate contracts construed together with statute of frauds)
- Evans v. Young, 135 Ariz. 447 (App. 1983) (special vs general statutes; harmonize when possible)