Commercial Division Blog

Posted: March 7, 2015 / Categories Commercial, Contracts

Broker Entitled to Commission Only When Meeting of Minds Between Buyer and Seller

On February 25, 2015, the Second Department issued decision in Pinnacle Realty of N.Y., LLC v. 255 Butler, LLC, 2015 NY Slip Op. 01623, dismissing a claim for a broker's commission.

In Pinnacle Realty, the plaintiff brought an action to recover a commission. The trial court refused to dismiss the plaintiff's claim. The Second Department reversed, explaining:

To establish the right to a commission, a broker must demonstrate that he or she produced a ready, willing, and able purchaser who came to a meeting of the minds with the seller as to all of the material terms of the sale. Here, the parties' submissions, which included printouts of emails and drafts of contracts, established that the defendants and the prospective purchaser did not come to a meeting of the minds as to the essential terms of the sale and, thus, disproved the plaintiff's allegation that it procured a buyer who was ready, willing, and able to purchase the property. Since the evidentiary submissions demonstrated that this material fact alleged by the plaintiff to be one was not a fact at all and no significant dispute exists regarding it, the Supreme Court should have granted the defendants' motion pursuant to CPLR 3211(a) to dismiss the complaint.

(Internal quotations and citations omitted) (emphasis added).