Brоkers appeal an adverse summary judgnent on their claim for breach of a marketing agreement fоr the sale of a business and land. They argue the trial court erred in entering summary judgment because genuine issues of material fact existed. We disagree and affirm.
The brokers filed a complaint against the seller for breach of a brokerage-commission contract. They alleged that the parties entered into a marketing agreement, which provided the following.
Seller agrees that if the listing agreement is cancelled or withdrawn during the listing term or Broker procures a ready, willing and able Buyer, the full commission shall be due and payable to Broker. If the Seller does not comply with the listing terms or for any reason fails to provide disclosurе of business records or reasonable access to the business thereby directly or indirectly preventing the sale of the property, the commission is due and payable to the Broker.
*695 The brokers alleged thаt the seller agreed to pay them 9% of the purchase price.
During the term of the agreement, the seller entered into a contract for the purchase of the business and land with a prospective buyеr for $3,600,000. The contract required an $80,000 deposit, $2,520,000 in bank financing, and $1,000,000 to be financed by the seller under “terms to be nеgotiated during the due diligence period.” The contract also provided for the negotiation of сontinued employment for the seller’s principal. Within three business days of entering the contract, the purchaser could request financial documents as pai’t of its due diligence. The seller was then required to produce the documents within five business days of the request.
The brokers claimed that the seller breached thе brokerage-commission agreement by failing to provide information required during the due-diligence periоd and by failing to pay the commission. They argued that they fully performed under the terms of the brokerage-commission agreement by providing a “ready, willing and able buyer,” and that the sales contract acknowledged that they had performed their duties pursuant to the brokerage-commission agreement. The seller respоnded that the sales contract was unenforceable because the essential terms were not аgreed upon; i.e., (1) the seller-based financing; and (2) the terms of employment of the seller’s principal.
The seller moved for summary judgment. In response, the brokers filed affidavits of the broker’s agent and the prospеctive purchaser. The agent attested that the brokers procured a ready, willing, and able buyer, but the seller failed to provide requested information during the due-diligence period. The agent further attested thаt the essential terms were agreed upon.
The purchaser attested that he was, and remains, ready, willing, and able to close on the contract, but the seller failed to provide the requested financial dоcuments. He further attested that the essential terms of the seller-backed financing were agreed upon. Those terms set the interest rate at 7%, with interest payments only, and a three-year balloon. “[T]he seller would retain 25% of the stock until the mortgage was paid.”
After the hearing on the motion for summary judgment, the court directed the parties to submit additional information. At a second hearing on the motion, the trial court found there was no meeting of the minds with regard to the essential terms of the contract and therefore no enforceable contract. The court granted summary judgment.
The standard of review for orders granting summary judgment is
de novo. Cohen v. Arvin,
Before an action for breach of contract can be sustained, there must be an enforceable contract. “[A] meeting of the minds of the parties on all essential elements is а prerequisite to the existence of an enforceable contract.... ”
Acosta v. Dist. Bd. of Trs. of Miami-Dade Cmty. Coll.,
To be sure, the seller’s alleged noncompliance during the due-diligence period and the purchaser’s continuеd willingness to purchase were issues of fact, but they were not genuine issues of material fact. If there was no enforceable agreement, then those factual disputes were not material to the causе of action. See,
e.g., Zaydon v. Wilder,
Affirmed.
Notes
. The prospective buyer could not supply the missing essential terms by verbal agreement because the contract included tire sale of land.
See Craig R. Weiner Assocs., Inc. v. Sherden,