STRATFORD FINANCIAL CORPORATION AND AMERICAN AIRLEASE CORP., APPELLANTS,
v.
SECURITY PACIFIC NATIONAL BANK, SOUTHERN AIR TRANSPORT, INC., JAMES H. BASTIAN, WILLIAM LANGTON, THOMAS HEWSON AND ROBERT MASON, APPELLEES
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Stratford Financial and American Airlease appealed a trial court decision holding that an oral brokerage commission agreement was unenforceable under the New York Statute of Frauds. The Florida District Court of Appeal affirmed, finding that because the contract's final act (the closing) occurred in New York, it was governed by New York law, which prohibits enforcement of oral agreements for brokerage commissions.
The trial court's holding that the oral brokerage contract was non-enforceable under the New York Statute of Frauds was affirmed. Because the closing (the final act completing the contract) took place in New York, the contract was governed by New York law, which prohibits recovery on oral brokerage commission agreements.
[1] An oral brokerage contract is governed by the law of the state where the closing occurred, if that state is the last act to complete the contract.
[2] A contract to pay compensation for services rendered in negotiating a loan, including procuring an introduction or assisting in negotiation or consummation, is void in Ne…
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Join FLexlaw to unlock all legal intelligence“The brokerage commission was to be payable out of the proceeds of any closing. The closing took place in New York, there[fore], this being the last act to complete the contract, it was a New York contract.”
Establishes the choice-of-law principle: the location of the contract's final performance determines which state's law governs.
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Join FLexlaw to unlock all legal intelligenceStratford Financial Corporation, a Florida corporation, entered into an oral brokerage agreement with a New York resident to negotiate a transaction. …
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PER CURIAM.
We find no error in the trial court holding that the underlying brokerage contract between a New York resident, and a Florida corporation, was an oral agreement,1 governed by the law of the State of New York, and non-enforceable, because of the New York Statute of Frauds2.
The brokerage commission was to be payable out of the proceeds of any closing. The closing took place in New York, there fore, this being the last act to complete the contract, it was a New York contract. See e.g. Charles L. Bowman & Co. v. Erwin, 468 F. 2d 1293 (5th Cir.1972); Center Chemical Co. v. Avril, Inc., 392 F. 2d 289 (5th Cir.1968); Kane v. Hallmark Ins. Co., 409 F.Supp. 467 (S.D.Fla.1976); Goodman v. Olsen, 305 So. 2d 753 (Fla.1974); Wingold v. Horowitz, 292 So. 2d 585 (Fla.1974); Ray-Hof Agencies, Inc. v. Petersen, 123 So. 2d 251 (Fla.1960); Jemco, Inc. v. United Parcel Service, Inc., 400 So. 2d 499 (Fla. 3d DCA 1981); Andrews v. Continental Ins. Co., 444 So. 2d 479 (Fla. 5th DCA 1984); Confederation Life Association v. Vega Y Arminan, 207 So. 2d 33 (Fla. 3d DCA 1968); 1 WILLISTON ON CONTRACTS § 97, (Third Edition 1957). Moreover, there is no right to recover upon an oral brokerage commission in the State of New York. See Philo Smith & Co., Inc. v. Uslife Corp., 554 F. 2d 34 (2d Cir.1977); Hardy-Latham v. Wellons, 415 F. 2d 674 (4th Cir.1968); Freedman v. Chemical Const. Corp., 56 A.D.2d 514, 391 N.Y.S.2d 122 (N.Y.App.Div.1977); Roberts v. Champion International, Inc., 52 A.D.2d 773, 382 N.Y.S.2d 790 (N.Y.App.Div.1976); Title 7, New York General Obligations Law, § 5-701 (McKinney).
Affirmed.
. Horn & Hardart Co. v. Pillsbury Co., 888 F. 2d 8 (2d Cir.1989); City of Yonkers v. Otis Elevator Co., 649 F.Supp. 716 (S.D.N.Y.1986); O'Keeffe v. Bry, 456 F.Supp. 822 (S.D.N.Y.1978); Crabtree v. Elizabeth Arden Sales Corp., 305 N.Y. 48, 110 N.E. 2d 551 (N.Y.1953); Intercontinental Planning, Ltd. v. Daystrom, Inc., 24 N.Y.2d 372, 248 N.E. 2d 576, 300 N.Y.S.2d 817 (N.Y.1969).
. The New York Statute of Frauds reads in pertinent part as follows: Section 5-701-AGREEMENTS REQUIRED TO BE IN WRITING (a.) "Every agreement, promise or undertaking is void, unless it or some note or memorandum thereof be in writing, and subscribed by the party to be charged therewith, or by his lawful agent, if such agreement, promise or undertaking;
(10.) Is a contract to pay compensation for services rendered in negotiating a loan ... "Negotiating” includes procurring an introduction to a party to the transaction or assisting in the negotiation or the consummation of the transaction." Title 7, New York General Obligations Law, Section 5-701(a)(10), (McKinney).
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Trumpet Vine Invs., N.V. v. Union Cap. P'rs I, Inc., 92 F.3d 1110 (11th Cir. 1996)…e courts have continued to apply the rule to other areas of contract law as well. See In re Estate of Nicole Santos, 648 So. 2d 277 (Fla.Dist.Ct. App.1995) (validity of an antenuptial contract); Stratford Fin. Corp. v. Security Pac. Nat. Bank, 580 So. 2d 806 (Fla.Dist.Ct.App.1991) (enforceability of a brokerage contract). Accordingly, we apply the lex loci contractus approach. UCP argues that the implied contract was “made” when UCP conferred and Trumpet Vine received the benefits, i.e. participation…
Authorities Cited (11 total)
- Jemco, Inc. v. United Parcel Serv., Inc., 400 So. 2d 499 (Fla. 3d DCA 1981)
- Goodman v. Olsen, 305 So. 2d 753 (Fla. 1974)
- Ray-Hof Agencies, Inc. v. Thorrence G. Petersen, 123 So. 2d 251 (Fla. 1960)
- Confederation Life Ass'n v. Arminan, 207 So. 2d 33 (Fla. 3d DCA 1968)
- Charles L. Bowman & Co. v. Erwin, 468 F.2d 1293 (5th Cir. 1972)
- Andrews v. Cont'l Ins. Co., 444 So. 2d 479 (Fla. 5th DCA 1984)
- Ctr. Chem. Co. v. Avril, Inc., 392 F.2d 289 (5th Cir. 1968)
- Morry Wingold & W & G Holdings Ltd. v. Horowitz, 292 So. 2d 585 (Fla. 1974)
- Philo Smith & Co., Inc. v. Uslife Corp., 554 F.2d 34 (2d Cir. 1977)
- Madeleine Hardy-Latham v. Wellons, 415 F.2d 674 (4th Cir. 1968)