Torelli

Introduction

A real estate broker had a listing agreement to sell certain commercial property, but that agreement expired. A month later the broker found a buyer for the property. The broker presented to the seller a standard form real estate purchase contract signed by the buyer, which called for the broker to be paid a 2.5 percent commission. The seller signed a counteroffer, which, with several exceptions not relevant to this appeal, accepted the terms of the offer set out in the purchase contract, including the commission arrangement. The counteroffer was set to expire in just a few days.

The counteroffer was not accepted before the expiration date. After the expiration the parties began negotiating on their own and soon came to an agreement. Understandably miffed, the broker sued to recover his commission. The seller requested summary judgment, claiming that expiration of the counteroffer ended any obligation to pay the broker a commission. The trial court agreed, and granted the motion.

The trial court erred. The promise to pay the broker a commission did not die with the expiration of the counteroffer to the buyer. When the seller signed the counteroffer, it…