1. , discuss what are the relevant facts, issue and holding of the Court. Do you agree with the court's holding? 2. , discuss whether Mather's interference of contractual relation claims against CRC could withstand a motion to Dismiss. Mather v. Bowen Franklin Court of Appeal (1997) This is an action to recover a broker's com- mission allegedly due plaintiff Karen Mather for her services in procuring defendant Crown Research Corporation (CRC) as a tenant for defendant William Bowen's commercial real property provided that "Lessor agrees to pay all com- missions due Broker arising out of or in con- nection with Lessee's offer to lease." Bowen rejected the lease offer. However, in March 1996. Bowen and CRC executed a written lease for the property at a lower cost. without Mather's knowledge Nather's complaint alleged the following: Mather is a licensed real estate broker and Bowen is the owner of the property In June 1995. Mather attended an open house conduct. ed by Bowen at the property site for the pur- pose of soliciting real estate brokers to procure tenants for the property on a 10-year lease. At the open house. Bowen distributed an offering brochure stating that brokers and prospective tenants would be registered and including a schedule of brokers commissions. After finding out about the lease and receiving no commission. Mather brought this action against Bowen and CRC Mather's first cause of action was directed agninst Bowen for breach of contract. and alleged that the bro- chure and client-broker registration fonn col- lectively constituted a writtex agreement under which Bowen owed Mather a commission Mather's second cause of action alleged that CRC interfered with her economic and con- Bowen is the owner of the property In June 1995. Mather attended an open house conduct. ed by Bowen at the property site for the pur- pose of soliciting real estate brokers to procure tenants for the property on a 10-year lease. At the open house. Bowen distributed an offering brochure stating that brokers and prospective tenants would be registered and including a schedule of brokers' commissions. 110 commission. Mather brought this action against Bowen and CRC. Mather's first cause of action was directed against Bowen for breach of contract. and alleged that the bro- chure and client-broker registration form col- lectively constituted a written agreement under which Bowen owed Mather a commission Mather's second cause of action alleged that CRC interfered with her economic and con- tractual relationship with Bowen. The defen- dants' motions to dismiss the complaint were granted without allowing Mather leave to omend her complaint Mather further alleged that in December 1995 she advised Bowen by telephone that she wished to bring a prospective tenant, defendant CRC. to view the property. In the phone call Bowen acknowledged that Mother would be entitled to a broker's commission if and when CRC leased the premises Mather then brought a CRC representative to view the property and completed Bowen's client-broker registration tomm. identifying herself as the broker and CRC as the prospective lessee. with Bowen signing the form identifying himself as lesson Two weeks later. CRC submitted a written lease offer that identified Mather as broker and ARRASDivadless and which further The function of a motion to dismiss is to rest the sufficiency of a plaintiff's pleading by raising questions of law. The allegations in the complaint must be regarded as true and are to be liberally constied. On appeal, the court is not concemed with a party's possible difficulty or inability in proving the allegations of the complaint, but only that the party may be enti- tled to some relief. We apply these principles in reviewing the complaint. 1. The writings satisfy the statute of frauds and support the claim against Bowen for breach of contract. The Franklin statute of frauds provides that an agreement to pay a commission to a real estate broker to procure a buyer or seller of real prop- erty, or to procure a lessee or lessor of property for a period of more than a year, must be in writing. Franklin Civil Code 3 1500(d). The purpose of the statute of frauds is to protect real estate sellers and purchasers from false claims by brokers for commissions. As such. $ 1500(d) is designed to protect consumers. and is strictly enforced estate broker. We disagree. The brochure and registration form appear to be related to each other. Both were prepared by Bowen, and he signed the registration form. The registra- tion for containing the reference to broker commissions did not appear in a vacuum. but supplemented the initial brochure, which set forth the amount of commission to be paid and further provided that "brokers will be protected." ** Moreover. Bowen's signature on the registration form is sufficient to satisfy the subscription requirement as to this set of writings For a writing to satisiy the state of frauds, it need not contam all the terms of the contract The principal requirements foi a broker to satisfy the statute of frauds are: (1) the writ- ing shows the authority of the broker to act for the party to be charged, and the writing 15 subscribed (signed by or on behalf of the porty to be charged. When these requirements are met the other terms, including the amount of the commission, and even the agreement to Together, these documents show that Bowen. in writing, actively solicited and engaged the cooperation of real estate brokers en masse in an effort to lease the property, with assurances that the brokers would be protected and com- pensared. Relying on these written representa- tions father brought CRC as a prospective tenant, and registered herself and CRC on Bowen's registration form, in accordance with Bowen's advertised procedure. with Bowen himself subscribing the document. As 110 For a writing to satisiy the statute of frauds il need 110t contain all the tems of the contract The principal requirements for a broker 10 satisfy the statute of frauds are: (1) the writ- ing shows the authority of the broker to act for the party to be charged, and (2) the writing is subscribed (signed by or on behalf of the party to be charged. When these requirements are met, the other terms, including the amount of the commission, and even the agreement to pay the commission, may be shown by extrin. sic evidence. Sucli evidence may also show the circumstances that attended the writing' making, or explom ambiguities ou the writ- ing's face. Finally, where a plaintit relies on multiple writings, the court must determine whether the writings as a whole constitute an enforceable agreement 11 Wing cooperation of real estate brokers en masse in an effort to lease the property, with assurances that the brokers would be protected and com- pensated. Relying on these written representa- tions. Mather brought CRC as a prospective tenant. and registered herself and CRC on Bowen's registration form. in accordance with Bowen's advertised procedure. with Bowen himself subscribing the document. As no other conceivable purpose could be served by Bowen's having Mather register CRC as a pro- spective tenant, the writings warrant the infer- ence that Bowen authorized Mather to procure CRC as a tenant for the property. Therefore. Bowen maintains the writings nie insufficient because they do not show on their face the fact of Mather's employment as Bowen's real 1. Because the writings satisfy the statute of trauds, evidence of the December 1995 telephone conversation between Bowen and Mather in which Bowen allegedly confirmed that Mather would receive a commission if CRC leased the property) may be admitted to explain any ambiguity in the registration form's purpose or function, as well as to show the circumstances that attended its making. Mather properly alleged a cause of action against Bowen for breach of contract however, involve basically the same conduct on the part of the fortfeasor. In one case, the interference takes place wlien a valid contract is already in existence, in the other. when either a contract likely would have been con- summated but for the conduct of the tortfea- sor or where the plaintiff would otherwise have received an economic benefit but for the defendantis interference, Bowen's reliance on Phillip Carter Industries (Franklin Ct. App. 1991) is misplaced. There. the broker sued his client for breach of contract. alleging that an exchange of letters between the broker and client showed that the client had retained the broker to act on its belief and had agreed to pay the broker's commission However, the only writings that related to the broker's commission were from the brokerio the client not from the client to the broker This, the writings did not satisfy the statute of frauds, as they were not subscribed by the party to be charged We note initially that even though these two forts are distinct. some plaintiffs may be able to state causes of action for both torts. Thus, a plaintiff who believes that she has a contract but who recognizes that the trier of fact might conclude otherwise, might bring claims for both forts so that in the event of a finding of no contract the plaintiff might prevail on a claim for interference with prospective eco- nomic advantage. Where the exact nature of the facts is in doubt, or where the exact legal nature of plaintiff's rights and defendant ss 2. Mather's interference claims against CRC also withstand a motion to dismiss. Mather pleaded one cause of action against CRC. Iabeling it interference with economic advantage and contract As such, Mather 2. Mather's interference claims against CRC also withstand a motion to dismiss. Mather pleaded one cause of action against CRC. labeling it interference with economic advantage and contract." As such. Mather inaitfully combined two distinct toits, interfer- ence with prospective economic advantage and interference with contractual relations into one claim. Although these two torts are closely related and share many of the same elements. liability for interference with contractual rela- tions requires an existing valid and enforce- able contract. In contrasta cause of action for interference with prospective economic advantage necessarily assumes that a contract has not yet been formulated (e.g.. where the relationship is based on pending negotiations) or that the contract involved is enforceable Te due to lack of consideration ou Vio tion of the statute of trauds). The two torts both toits so that in the event of a finding of 110 contract. the plaintiff might prevail on a claim for interference with prospective eco- nomic advantage. Where the exact nature of the facts is in doubt, or where the exact legal nature of plaintiff's rights and defendant's liability depends on facts not known by the plain the pleading may properly state alter- native theories in separate. inconsistent causes of action. However, where there is no exist- ing enforceable contract for whatever reason. only a claim for interference with prospective economic advantage may be maintained. We conclude that Mather pleaded both theories in the alternative, and will consider each claim against CRC in fum. The elements of the tort of interference with prospective economic advantage are: (1) an economic rela- nonship between the plaintiff and a third party containing the probability of future economic 12 benefit to the plaintiff. (2) the defendant's knowledge of the existence of the relationship. (3) intentional and improper acts on the part of the defendant designed to disrupt the relation- ship. (4) actual disruption of the relationship. and (5) economic harm to the plaintiff proxi- mately caused by the defendant's acts. Turning to Mather's second claim against CRC. to state a cause of action for interfer- ence with contractual relations, a plaintiff must allege: (1) a valid and enforceable contract berween the plaintiff and a third party. (2) the defendant's knowledge of the existence of the contractual relationship. (3) intentional and improper acts on the part of the defendant designed to disrupt the relationship. (4) actual disruption of the relationship. (5) economic harm to the plaintiff proximately caused by the defendant's acts. As stated above, the tort of interference with prospective economic advantage is not depen- dent on compliance with the statute of frauds. The wrong complained of in this cause of action is that CRC interfered in Mather's advanta- geous relationship with Bowen. Specifically. Mather alleged that she had an economic rela- tionship with Bowen containing the probabil. ity of future economic benefit (e. payment of her broker's commission) that CRC had knowledge of the relationships, as evidenced by the commission provision contained a CRC's lease offer that CRC intentionally excluded Mather from the lease negotiations, knowing CRC moved to dismiss this cause of action solely on the ground that there was no valid and existing contract between Mather and Bowen. Because the brochure and registration fomm were sutticient to satisfy the statute of frauds. we hold that Mother properly pleaded a claim for interference with contractual rela- tions against CRC Adina the mind contendonant of die and existing contract between Mather and Bowen. Because the brochure and registration form were sufficient to satisfy the statute of frauds. we hold that Mather properly pleaded a claim for interference with contractual rela- tions against CRC Accordingly, the trial court's judgment of dis- missal is reversed and the case is remanded for fiurther proceedings. tionship with Bowen containing the probabil- ity of fiure economic benefit (i.e.. payment of her broker's commission) that CRC had knowledge of the relationship, as evidenced by the commission provision contained in CRC'S lease offer: that CRC intentionally excluded Mather from the lease negotiations, knowing and intending that such conduct would disrupt the relationship between Mather and Bowen: that CRC secured the lease at a lower price than it would have if Mather's commission had been paid: and that Mather was therefore damaged in an amount at least equal to the commission. These allegations are sufficient to state a cause of action for interference with prospective economic advantage. See. eg. Howard : Yomgman (Franklin Cl. App. 1985) (defendant real estate broker's economic interest in getting a higher commission if seller sold home to a different buyer did not give broker legal right to interfere with ongoing negotiations for sale of hone) 13