Broker’s earn commission only when buyer offers terms acceptable to seller

Seller signed a written exclusive right of sale listing agreement to sell his restaurant in St. Petersburg, Florida.  The seller was presented with an offer that the seller signed but only after the broker inserted the following clause: “Contingent upon seller’s attorney’s approval of all documents.” Seller’s attorney refused to approve the documents based on several reasonable grounds.  The seller ultimately refused to close and the broker sued for its commission arguing that seller’s refusal to sell was arbitrary, unjustifiable grounds, and merely due to his change of heart.  Although the trial court agreed with the broker, the appellate court reversed stating that a broker earns a commission upon presenting the seller with a buyer who is ready, willing, and able to purchase the property according to the terms stated in the listing agreement or a buyer who is willing to purchase on different terms which the seller will accept.  The appellate court found that seller’s attorney had reasonable and legitimate reasons to refuse to approve the documents presented by the buyer, and that the seller had no obligation to counter with different terms to close the deal.

Case Name: Fourth Street Restaurant v. Venture Realty Group, Inc.

Date: August 26, 1988

Jurisdiction: District Court of Appeal of Florida, Second District (Tampa)

Case Type: Selling broker’s commission agreement

Case Status: Non-jury trial

Trial Court: Awarded commission

On Appeal: Reversed; no commission was due