Prince

MEMORANDUM *

George M. Prince, an individual doing business as Prince Commercial Real Estate Services and F. David Bueche (collectively, “Brokers”), appeal the district court’s dismissal of their complaint for failure to state a claim. We affirm.

*802 Although SMG and Aramark Entertainment (collectively, “Sellers”) agreed to pay Brokers a commission in connection with the sale to Melodyland Christian Center, this sale never occurred. The Brokers did not have any separate listing agreement with the Sellers, and thus their right to a commission is limited by the language of the Melodyland agreements, and dependent on the closing of that sale. Lawrence Block Co. v. Palston, 123 Cal.App.2d 300, 306-07 , 266 P.2d 856 (1954).

The documents attached to the complaint — in particular the right of first offer and the offering notice to the City of Anaheim (the “City”) — contradict any allegation that the Sellers acted improperly to deprive the Brokers of their commission. Contrary to the Brokers’ argument, the grant deed did not require the Sellers to offer the property to the City on the identical terms as a sale to another buyer; indeed, it does not even require the existence of…