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Gebroe-Hammer Assocs. v. Deal Lake Vill.

Superior Court of New Jersey, Appellate Division

October 2, 2019, Argued; January 28, 2020, Decided

DOCKET NO. A-0262-18T3



Plaintiff, Gebroe-Hammer Associates, appeals from the trial court's judgment for defendant, Deal Lake Village Gardens, LLC, dismissing plaintiff's breach of contract action. Plaintiff and defendant entered into an exclusive listing agreement pursuant to which plaintiff agreed to broker the sale of an apartment complex located at 406 Deal Lake Drive in Asbury Park, New Jersey (the property). Plaintiff brought suit claiming that it is entitled to a commission under the agreement. Plaintiff contends that although the property was sold after the exclusive listing agreement expired, it had introduced the eventual purchaser to the property, which, plaintiff argues, is sufficient to earn the commission under the agreement. Defendant disputes that plaintiff did enough by way [*2]  of "introducing" the property and also contends that the person with whom plaintiff communicated about the property was not the ultimate purchaser.

With the parties' agreement, the Law Division judge convened a bench trial based on the discovery record. After reviewing the documentary evidence, the judge found that plaintiff had introduced the property to a person who was an "undisclosed principal" of the newly formed corporation that purchased the property. The trial court determined that was not sufficient to entitle plaintiff to a commission. The court applied the "efficient procuring cause" doctrine to impose additional prerequisites for earning a commission. Because plaintiff failed to satisfy those additional conditions, the trial court entered judgment for defendant.

We have considered the parties' arguments in light of the record and applicable legal standards. We conclude that the trial court should not have relied on the efficient procuring cause doctrine because the contract explicitly set forth when and in what circumstances plaintiff would be entitled to a commission. In doing so, the court imposed on plaintiff different preconditions to receiving a commission than those [*3]  agreed to by the parties. The court, in other words, effectively rewrote the contract agreed to by sophisticated parties familiar with commercial real estate transactions. We hold that the trial court erred in superimposing the additional requirements of the efficient procuring cause doctrine.

We therefore reverse the judgment and remand for the trial court to determine whether plaintiff is entitled to a commission under the specific terms of the agreement as written. In making that fact-sensitive determination, the trial court must determine whether the property was sold to or on behalf of the person who was introduced to the property by plaintiff. That determination, in turn, requires the court on remand to ascertain the intended meaning of the portion of the agreement that specifies when plaintiff earns a commission.

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2020 N.J. Super. Unpub. LEXIS 175 *; 2020 WL 428795

GEBROE-HAMMER ASSOCIATES, Plaintiff-Appellant/Cross-Respondent, v. DEAL LAKE VILLAGE GARDENS, LLC, Defendant/Third-Party Plaintiff-Respondent/Cross-Appellant, v. 406 DEAL LAKE, LLC, Third-Party Defendant/Second Third-Party Plaintiff, v. BRAD SMITH, TODD SMITH and DEAL LAKE VILLAGE GARDENS, LLC, Second Third-Party Defendants.



Subsequent History: Certification denied by Gebroe-Hammer Assocs. v. Deal Lake Vill., 2020 N.J. LEXIS 536 (N.J., May 8, 2020)

Prior History:  [*1] On appeal from the Superior Court of New Jersey, Law Division, Essex County, Docket No. L-1437-16.


broker, procuring, expired, negotiations, seller, email, consummated, defer