DAVID FENTON AND DAVID MUSKAT, APPELLANTS,
v.
BANCROFT HOTEL ASSOCIATES, INC., A FLORIDA CORPORATION, APPELLEE
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Real estate brokers Fenton and Muskat sought a commission for finding a purchaser for the Bancroft Hotel, but the sale was never consummated. The court affirmed judgment for the hotel owner, holding that brokers are entitled to commission only when they produce a purchaser ready, willing, and able to buy on terms acceptable to the seller, and here no final agreement was reached.
Brokers are not entitled to a commission unless they accomplish what they undertook to do in their contract of employment. A broker must produce a purchaser ready, willing, and able to buy on terms acceptable to the seller, and mere agreement on price alone is insufficient. Here, the purchasers were not ready, willing, and able because no final agreement on all material terms was reached.
[1] A broker is entitled to a commission only upon accomplishing what was undertaken in the employment contract; compensation is not awarded for unsuccessful efforts.
[2] The mere agreement on a purchase price is insufficient to entitle a broker to a commission; the conditions of the sale must also be acceptable to the seller.
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Join FLexlaw to unlock all legal intelligence“to entitle a broker to his commission, he must accomplish what he undertook to do in his contract of employment. He is not entitled to compensation for unsuccessful efforts.”
Establishes the fundamental rule governing brokers' commissions—that a broker must fully accomplish the undertaking in the employment contract.
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Join FLexlaw to unlock all legal intelligenceAppellants were given an oral, non-exclusive listing to sell the Bancroft Hotel for $1,500,000 with approximately 29% down payment. They found prospec…
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Appellants, David Fenton and David Muskat, plaintiffs below, seek reversal of a judgment in favor of appellee-defendant, Bancroft Hotel Associates, Inc., in an action to recover a real estate brokers’ commission.
*68Appellants were given on oral, non-exclusive listing to sell the Bancroft Hotel, an ocean front Miami Beach hotel owned by appellee. The only terms of the sale contained therein were the purchase price, $1,500,000, and a down payment of approximately 29% or $400,000 which was subject to change. A commission for the appellants was generally discussed and it was agreed that a commission would be paid. Mr. Selby and Mr. Saglio were the two prospects appellants found that were interested in the deal, and a meeting was arranged between appellee and the prospective purchasers. A meeting was held to discuss and negotiate the many terms inherent in a sale of this nature, and only after a full meeting of the minds was reached would the formal sales contract be drawn. During the meeting appellee, for the first time, required that the sale be by way of a purchase of its corporate stock rather than by a sale of the real estate. The prospective purchasers’ attorney advised that the stock transaction would make the sale more complex, but it was not an insurmountable obstacle and it was agreeable. Thereafter, two hours were spent discussing other terms of the transaction including closing, inspections and warranties with no concrete decisions reached. The meeting ended with the tentative scheduling of another meeting. In the interim, however, the purchasers’ accountant advised that the deal was not worthwhile and following his advise, the prospective purchasers dropped the deal. Appellants claim their commission and contend that they produced a purchaser ready, willing and able to buy but due to the sale of stock requirement demanded by appellee the deal was frustrated. At trial, verdict and judgment were entered in favor of appellee.
The general rule is that to entitle a broker to his commission, he must accomplish what he undertook to do in his contract of employment. He is not entitled to compensation for unsuccessful efforts. 5 Fla.Jr. Brokers § 41 (1955).
This is a case in which a broker claims a commission for finding a purchaser ready, willing and able to buy on terms acceptable to the seller but no final agreement was ever reached between the seller and purchaser. No sale of the hotel was consummated. In a transaction of this nature involving the sale of a Miami Beach hotel in excess of one million dollars, a tremendous number of details must be worked out. The facts indicate that the parties never proceeded beyond the negotiating table. The mere agreement between the parties on the purchase price is not sufficient to entitle the broker to a commission. McAllister Hotel, Inc. v. Porte, Fla.1957, 98 So.2d 781; Froedtert v. Haines, 5 Cir., 142 F.2d 338; Hughes v. Daniel, 187 Ala. 41, 65 So. 518; Skene v. Carayanis, 103 Conn. 708, 131 A. 497; Herbert v. Jaffe, 281 Mass. 202, 182 N.E. 259; Glendon v. Pyne, 275 Mass. 528, 176 N.E. 602. The conditions of the sale as well as the price must be acceptable in order to justify a broker’s commission. McAllister Hotel, Inc. v. Porte, supra; Kernjack v. Joe Cotton Realty Corp., Fla. App.1968, 216 So.2d 18.
Appellants’ contention that the appellee’s desire for the sale of the corporate stock prevented the eventual consummation of the transaction is without merit. The attorney representing the prospective purchasers stated that the new condition was no hinderance and that the purchasers were amenable to it if the many other details of the deal could be satisfactorily resolved.
The record fails to indicate that the purchasers were in fact ready, willing and able to buy under the rules set out in McAllister Hotel, Inc. v. Porte, supra; Kernjack v. Joe Cotton Realty Corp., supra.
Therefore, for the reasons above stated, the judgment is hereby affirmed.
Affirmed.
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Sanford Rissman v. Mgic Equities, Inc., 346 So. 2d 145 (Fla. 3d DCA 1977)…PER CURIAM. Affirmed. See McAllister Hotel, Inc. v. Porte, 98 So. 2d 781 (Fla.1957); Zaydon v. Wilder, 305 So. 2d 81 (Fla.3d DCA 1975); Fenton v. Bancroft Hotel Associates, Inc., 265 So. 2d 67 (Fla.3d DCA 1972); see also Futura Realty, Inc. v. Kasser, 325 So. 2d 71 (Fla.3d DCA 1976).…
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Kaye v. Block, 268 So. 2d 188 (Fla. 3d DCA 1972)…e. Under this set of circumstances the purchaser is entitled to recover the money she placed on deposit. A broker must accomplish what he set out to perform to be entitled to his commission. Fenton v. Bancroft Hotel Associates, Inc., Fla.App. 1972, 265 So. 2d 67. However, when the broker performs pursuant to his contract and procures a customer who is ready, willing and able to purchase according to the terms of the offer but the transaction is defeated because of some fault of the seller, the broker is ent…
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Green v. Landry, 346 So. 2d 1235 (Fla. 3d DCA 1977)…PER CURIAM. Affirmed. See McAllister Hotel, Inc. v. Porte, 98 So. 2d 781 (Fla.1957); Zaydon v. Wilder, 305 So. 2d 81 (Fla. 3d DCA 1975); Fenton v. Bancroft Hotel Associates, Inc., 265 So. 2d 67 (Fla. 3d DCA 1972).…
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Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- McALLISTER Hotel, Inc. v. Porte, 98 So. 2d 781 (Fla. 1957)
- Kernjack v. JOE Cotton Realty Corp., 216 So. 2d 18 (Fla. 2d DCA 1968)
- Froedtert v. Haines, 142 F.2d 338 (5th Cir. 1944)