402 So. 2d 576 | Fla. Dist. Ct. App. | 1981
Appellant, Texaco Boca Del Mar, appeals from a final judgment, entered upon a jury verdict, awarding $107,400 in damages to the appellee, a real estate broker. Appellant contends there was insufficient evidence to support the judgment. We agree and reverse.
Appellant was a partnership comprised of Texaco and Leadership Housing
Ultimately, the appellant rejected Sentinel’s offer,
Appellant urges as error the trial court’s denial of its motion for a directed verdict
Assuming, arguendo, that the Broker established a prima facie case of his entitlement to a commission based upon his mere procurement of a ready, willing and able buyer, we find that there was a lack of substantial competent evidence to support the finding that Sentinel was in fact a ready, willing and able buyer. In order for a person to be a ready, willing and able buyer he must execute a binding contract of sale which contains terms prescribed or acceptable to the seller. Zaydon v. Wilder, 305 So.2d 81 (Fla. 3rd DCA 1974); Abel v. First Federal Savings and Loan Association of Manatee County, 199 So.2d 295 (Fla. 2nd DCA 1967); Wiggins v. Wilson, 55 Fla. 346, 45 So. 1011 (1908). The appellant’s listing offer only included financial terms and conditions. There were many other items of sale which were subject to negotiation and compromise. In fact, Sentinel’s initial offer referred to such additional items (zoning, entry on land, etc.), and it even attempted to vary some of the financial terms and conditions. As previously stated, when there are terms and conditions of sale not expressly made part of a listing offer, but which are instead subject to further negotiations, a prospective purchaser is not a ready, willing and able buyer until there is agreement upon such additional matters between buyer and seller. Mead Corporation v. Mason, 191 So.2d 592 (Fla. 3rd DCA 1966); Leon Realty, Inc. v. Bradwell, 271 So.2d 771 (Fla. 1st DCA 1972). Where there are continued negotiations without final agreement, the broker has not procured a ready, willing and able buyer at terms acceptable to the seller. McAllister Hotel v. Porte, 98 So.2d 781 (Fla.1957).
In a complex real estate transaction of the sort present in the case sub judice, there are often many conditions of sale that are extrinsic to the financial terms of the sale. These additional details often refer to the very basis of the bargain at hand, and no buyer can be considered ready, willing and able until such time as there is a meeting of minds between seller and purchaser in regard to such additional, material details. See, McAllister, supra, and Shuey v. Wolf, 107 So.2d 195 (Fla. 2nd DCA 1958). Furthermore, when an offer is materially different from that contained in a seller’s listing, the offer becomes a counter-offer, and the seller is not liable to a procuring broker if the seller rejects such a counteroffer. Salzer v. Anderson, 238 So.2d 457 (Fla. 3rd DCA 1970); Taylor v. Dorsey, 155 Fla. 67, 19 So.2d 876 (1944). A variance in stated financial terms that is unacceptable to the seller, relieves the seller of the obligation to pay a brokerage commission. C. W. Kistler Co. v. Hotel Martinique, 44 So.2d 288 (Fla.1950); Singer v. Grant, Inc., 151 So.2d 52 (Fla. 3rd DCA 1963); Peterson v. Kilbee, 197 So.2d 318 (Fla. 4th DCA 1967). Such a variance from the seller’s original financial terms occurred in the present case. There can be little doubt that when a prospective buyer’s offer of purchase is based upon a contingency of rezoning, such a buyer is not a ready, willing, and able one. When the seller opts to reject such an offer, he is relieved of the liability to pay a brokerage commission. See, Futura Realty, Inc. v. Kasser, 325 So.2d 71 (Fla. 3rd DCA 1976); Wilder v. Burton, 317 So.2d 776 (Fla. 3rd DCA 1975).
Sentinel’s response to appellant’s listing offer constituted a counter-offer. Clearly, Sentinel did not accept the appellant’s initial offer in toto. Moreover, there were many other topics of sale that needed to be discussed and settled between Sentinel and the appellant. These parties were never able to conclude their negotiations over these matters with a mutual agreement. Given such a framework of reference, Sentinel was never a ready, willing and able buyer, and consequently, the Broker was not entitled to a commission for the procurement for such a reluctant purchaser.
Since the judgment in favor of the Broker was necessarily predicated upon a jury finding that Sentinel was a ready, willing
REVERSED.
. Leadership Housing was later replaced as a partner and the new partnership consisted of Texaco and Boca Del Mar.
. The appellant was willing to vary some of the financial terms of its listing offer to accommodate Sentinel, but the appellant adamantly refused to accept the zoning contingency.