271 So. 2d 771 | Fla. Dist. Ct. App. | 1972
Plaintiff seeks review of an adverse summary final judgment rendered in favor of defendants in a suit seeking recovery of a real estate brokerage commission.
Defendants-owners entered into an exclusive brokerage contract with plaintiff-broker by which plaintiff agreed to sell defendants’ real estate at an agreed price upon terms and conditions as may thereafter be agreed upon between defendants-sellers and the prospective buyer. In the summary judgment appealed the trial court held that, in order for plaintiff to be entitled to the real estate commission claimed by it, it was first obligated to either take from a customer a binding contract of purchase or, in the alternative, present to the sellers a purchaser who was actually ready, able, and willing to buy on terms prescribed by the owners in the listing contract. The court found that the brokerage contract itself specified no terms of the sale and that none were ever agreed upon between defendants and any prospective purchaser produced by plaintiff. The pleadings and evidence in the file admit of no dispute with respect to the facts found by the trial court, as a result of which defendants were awarded judgment as a matter of law.
The material facts upon which the summary judgment is based are not in substantial dispute. The exclusive right-to-sell contract prepared by appellant and signed by appellees gave appellant the exclusive right to sell appellees’ land at a stated purchase price plus commission. The contract contained no terms of sale but provided: “Terms: as agreed by the buyer and seller”. Appellant procured and submitted to appellees two written option contracts identical in form and substance and signed by persons proposing to purchase from appel-lees the land in question at the agreed purchase price. These contracts contained terms which appellant understood might be acceptable to appellees but which were nothing more than options binding appel-lees to sell but not binding the proposed purchasers to buy. These contracts were submitted to appellees through their attorney but which, upon consideration, were rejected both because the terms specified in the contracts were unacceptable to ap-pellees and their attorney and because at
Appellant relies as grounds for reversal upon the well-established principle recognized in Florida to the effect that where a broker procures a customer willing, ready, and able to purchase property offered for sale according to the terms of the offer, and the transaction is defeated on account of some fault of the principal, the broker is entitled to his commission although the transaction is not consummated.
The general rule recognized by Corpus Juris Secundum is that where a broker has performed his part of the contract of employment by producing a purchaser ready, able, and willing to purchase on the terms proposed by the seller, the broker’s right to the agreed compensation may not be defeated by the refusal of the seller to complete the transaction or consummate the sale. A recognized exception to this rule is where the principal has not specified terms of sale, in which event the broker does not perform his duty until he produces a buyer to whom the principal actually sells his property.
The author of American Jurisprudence states the general rule to be that where the listing agreement fails to fix the terms for the sale, the principal is free to terminate the negotiations without liability to the broker. In such a case, the broker may be denied compensation unless he produces a purchaser ready, able, and willing to buy on such terms as the seller may require, or as he accepts, or unless the seller and the purchaser reach a definitive oral or written agreement.
In recognition of the foregoing rule, the Supreme Court of Louisiana has held that where a real estate broker produces a purchaser ready, willing, and able to purchase land on specified terms, the broker is entitled to his compensation; but, where the terms are not specified and the actual sale is to be negotiated by the seller, the broker’s duty is not performed until he produces a purchaser with whom the seller agrees as to terms or to whom he sells his property.
It is important to note that in the case sub judice the brokerage contract sued upon by appellant is what is characterized
In the earlier case of Hart v. Pierce
In the case sub judice the brokerage contract between appellant and appellees was one granting a right of sale and not one to procure a ready, willing, and able purchaser. No terms of the sale were specified in the contract nor were any ever agreed upon by appellees and a purchaser procured by appellant, nor was the sale actually consummated between appellees and such purchaser. Under these circumstances, appellant has not demonstrated its right to the brokerage commission claimed by it under the contract sued upon.
It would therefore appear that a brokerage contract to sell property which does not specify the exact terms of sale which the owner requires and is willing to accept is a weak foundation upon which to base a claim for brokerage commissions. Regardless of the financial ability and good faith of a prospective purchaser procured by the broker, the owner is free to specify any terms which might suit his whim or fancy, or, before acceptance, to refuse all offers and withdraw the property from the market without reason or just cause. The only circumstances under which the broker may properly claim compensation for services rendered under a contract of this kind is where the seller actually conveys his property to a purchaser procured by the broker, or the broker produces a binding contract signed by a purchaser ready, willing, and able to buy the property at the price and on terms required by and acceptable to the seller.
Based upon the foregoing authorities, we conclude that the summary final judgment rendered by the trial court herein conforms to established principles of law as applied to the undisputed facts in this case and is accordingly affirmed.
. Davis v. Battle, 132 Fla. 240, 182 So. 243, 245, 117 A.L.R. 742; Hutchins & Co. v. Sherman, 82 Fla. 167, 89 So. 430.
. 12 C.J.S. Brokers § 95(2), pp. 222, 223.
. 12 Am.Jur.2d 929, Brokers, § 187.
. Hoggatt v. John, 185 La. 227, 169 So. 69, 71.
. Knowles v. Henderson (1945) 156 Fla. 31, 22 So.2d 384, 385.
. Hart v. Pierce, 98 Fla. 1087, 125 So. 243.