Question
The defendant [Christopher Jones] met Andrea Woolston, a licensed realtor working as an independent contractor [for NRT New England, LLC, doing business as Coldwell Banker
The defendant [Christopher Jones] met Andrea Woolston, a licensed realtor working as an independent contractor [for NRT New England, LLC, doing business as Coldwell Banker Residential Brokerage], in October 2010. The defendant expressed to Woolston a desire to purchase a home for himself and his then fiance, Katherine Wiltshire. One of the first things Woolston asked the defendant was whether he was represented by another agent. The defendant responded that he was not. After a number of conversations about the defendants needs and wishes, the parties executed an exclusive right to represent buyer agreement (agreement), which established, among other things, that Woolston was the defendants exclusive agent for finding, negotiating, and purchasing property. Over the next several months, Woolston devoted a substantial amount of time searching for properties for the defendant to purchase. Specifically, Woolston researched available properties at six town halls in the communities in which the defendant was interested. She showcased a number of properties personally to the defendant and Wiltshire and introduced many more to them through e-mail. Woolston and the defendant had at least twenty appointments where they viewed multiple properties. Additionally, Woolston visited many properties alone to determine if they were suitable for the defendant. Altogether, Woolston spent hundreds of hours seeking a suitable home for the defendant. The agreement was in effect from January 11, 2011 until July 11, 2011, and set forth the geographical area that the defendant was interested in and the rate of compensation for the plaintiffs services. With respect to geographical area, the parties agreed that Woolston would seek properties in Killingworth, Guilford, Essex, Old Saybrook, Deep River, Lyme, and Old Lyme [Connecticut]. With respect to compensation, the defendant agreed to pay the plaintiff a commission equal to 2.5 percent of the purchase price of the property if the [buyer] or any person or entity acting on the [buyers] behalf purchases, options, exchanges, leases or trades any property, through the efforts of anyone, including the [buyer]. The agreement imposed the following duties on the defendant: The [buyer] will not deal directly with any other broker, agent or licensee during the term of this agreement. The [buyer] will notify other brokers, agents or licensees at first contact that the [buyer] is being exclusively represented by [NRT]. The [buyer] will disclose to [NRT] any past and/or current contacts for any real property or with any other real estate broker or agent. On May 10, 2011, the defendant informed Woolston via e-mail that he and Wiltshire purchased property at 300 Vineyard Point Road in Guilford for $1,375,000. The defendant learned of this property on May 4, 2011, from Mary Jane Burt, a realtor with H. Pearce Real Estate (H. Pearce), who previously had represented Wiltshire with the sale of her house in Hamden [Connecticut]. Woolston subsequently confronted the defendant and eventually learned that he and Wiltshire previously had executed an exclusive right to represent buyer agreement with Burt and H. Pearce. This agreement was in effect from August 1, 2010, until August 1, 2011, and contained a provision designating Burt as the exclusive agent for the defendant and Wiltshire. Thus, at the time the defendant purchased the property in Guilford, he was under contract for exclusive agency with both Woolston and Burt. The defendant never told Woolston or Burt that he had two agreements in effect at the same time. Woolston notified her superiors of what had transpired. [NRT] filed a complaint [in a Connecticut state court] against the defendant [for] breach of contract. After a trial, the court found that the plaintiff had proven breach of contract and damages. The court awarded the plaintiff $34,375 in damages [which represented 2.5 percent of the purchase price for the Vineyard Point property] plus attorneys fees and costs. This appeal followed. The defendant claims that the agreement was unenforceable. Specifically, he argues that the court improperly found that it was inequitable to deny the plaintiff recovery. There is ample evidence in the record to support the courts conclusion that denying the plaintiff relief would be inequitable. Woolston testified, and the defendant himself conceded, that she rendered a significant amount of services to the defendant over several months. Specifically, Woolston researched properties at town halls for availability and encumbrances, contacted property owners, arranged personal visits, prepared and presented literature to the defendant on available properties, and attended appointments with the defendant and Wiltshire. Woolston spent hundreds of hours working for the defendant in total. The defendant, on the other hand, accepted Woolstons services while under contract with another agent in violation of the agreement. Indeed, the defendant acknowledged that he was untruthful with Woolston at the beginning of their relationship when he told her that he was not represented by another agent. In fact, he was scheduling appointments and viewing properties with both Woolston and Burt at approximately the same time in May 2011. For example, the defendant e-mailed Woolston on May 2, 2011, thanking her for showing him a property. Approximately one week later, the defendant e-mailed Woolston to inform her that he viewed 300 Vineyard Point Road with Burt and had put in an all cash bid that has been accepted. The defendant nevertheless argues that it would not be inequitable to deny recovery to the plaintiff because Woolston performed no services in connection with his purchase of 300 Vineyard Point Road. We are not persuaded. The defendant agreed to pay a commission equal to 2.5% of the purchase price if the [buyer] or any person or entity acting on the [buyers] behalf purchases any property, through the efforts of anyone, including the [buyer], where an agreement to purchase the property was entered into during the term of this agreement. However unjust this result may seem to the defendant in hindsight, we cannot say it is inequitable because it is precisely what he agreed to. [Emphasis added.] The judgment is affirmed.
1. What is the advantage to a principal of an exclusive agency agreement? What was the advantage to Jones of his agreement with Woolston? Discuss. 2. Why, in addition to damages, was the plaintiff awarded attorneys fees and costs? 3. Joness agreement with Woolston provided that on the purchase of the property, NRT will, whenever feasible, seek compensation from the seller or the sellers agent. The court determined that it was not feasible. Why would it not be reasonable in this situation to ask the seller of the property to pay part of Woolstons commission?
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