Contract Interference

[Michael Singh]

California

My associate called a seller of an apartment building who said he had no listing, and that we can represent him on the sale if we brought a buyer. We do NOT have a representation agreement, but an email and voicemail saying we can represent him should we bring a buyer. We had our buyer tour the property (documented via email), and sign an offer prepared by us on very specific terms (also documented). The Seller responds that he does not want to accept the offer saying the commission was too high, refuses to negotiate, and then uses an agent who he now says he has an agreement with to sell the property. The property is now in contract with our buyer (actually our buyer’s son) on the exact same terms. The buyer is represented by another real estate agent, and was given a kickback of 1% of the commission price as an incentive to use that agent instead of us.

What recourse if any do we have? Would an attorney sue the buyer and the seller? What legal grounds are the most pertinent in this transaction-i.e. interference, breach, procuring cause, conspiracy to commit fraud?

Can a compliant be filed against the real estate agents? If so, for what?

 

[OHRoadwarrior]

Is your associate a licensed realtor in CA?

 

[tranquility]

What legal grounds are the most pertinent in this transaction-i.e. interference, breach, procuring cause, conspiracy to commit fraud?

The only potential liability here is if you had a contract with the seller and it was breached. Otherwise, nothing.

Were there enough facts to make a valid offer? I don't see the papers or the emails, but we know this is a contract which of and concerns the land, so need to look mainly to the writings to tell.

Here, it seems the highest problem is definite and certain terms (needed for an offer) to claim a contract. I don't see it, but accept a court may find a contract. If so, golden. If not, you might want to sue on a quasi-contract where you can sue for your damages. (Not the value of the bargain.)

Of course, all that is predicated on a positive answer to OHRoadwarrior's question.

 

[Michael Singh]

Yes my associate is a licensed real estate agent. The broker is a realtor. I am a licensed agent. The buyers agent is a real estate agent, and the seller's agent is a real estate agent and a realtor.

There were enough facts to make an offer: An offer was presented with terms so specific it constitutes an offer, all the seller needed to do was say yes. He said no, but took the EXACT same terms with a new agent and the same buyer.

 

[tranquility]

When I'm talking about the contractual offer, I'm talking with the seller in a unilateral contract for representation on the sale of property--not the sale of the property itself.

Clearly, THAT offer was rejected. Even though they got the exact same offer otherwise, the offer you brought was rejected.

Only if you had an underlying agreement/contract will you get to collect. Or, the quasi-contractual promissory estoppel in a claim you could reasonably rely on the word of the seller. I think that without a signed writing, you could not. But, I think neither will fly as poor practices doomed this as soon as the buyer met the seller without a signed representation contract in place.

 

[Michael Singh]

Thank you for your insight.

The underlying agreement/contract is what is arguable here. He wrote, in email, that we can represent him should we bring a buyer. We brought a buyer and the terms he wanted. If he goes and closes escrow with that buyer, it would seem as though he breached a legally binding agreement (to pay should we bring a buyer on certain terms). If not, wouldn't a procuring cause argument work? Potentially interference of contract by the other agents?

 

[John_DFW]

promissory estoppel in a claim you could reasonably rely on the word of the seller.

I think they acted in good faith based on the sellers written email, and this is the best action/tactic to take.

I would address the issue with both buyer and sellers broker of record and see what comes out of that.

 

[tranquility]

I think they acted in good faith based on the sellers written email, and this is the best action/tactic to take.

With the counter argument that there must be an agreement in writing signed by the party to be charged for an agency agreement regarding the sale of land and that it is not reasonable to act without that per the statute of frauds.

 

[John_DFW]

With the counter argument that there must be an agreement in writing signed by the party to be charged for an agency agreement regarding the sale of land and that it is not reasonable to act without that per the statute of frauds.

Very good and valid point, and quite problematic for the OP.