Blondell v. Ahmed

786 S.E.2d 405, 247 N.C. App. 480, 2016 WL 2865115, 2016 N.C. App. LEXIS 562
CourtCourt of Appeals of North Carolina
DecidedMay 17, 2016
Docket15-796
StatusPublished
Cited by4 cases

This text of 786 S.E.2d 405 (Blondell v. Ahmed) is published on Counsel Stack Legal Research, covering Court of Appeals of North Carolina primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Blondell v. Ahmed, 786 S.E.2d 405, 247 N.C. App. 480, 2016 WL 2865115, 2016 N.C. App. LEXIS 562 (N.C. Ct. App. 2016).

Opinions

DILLON, Judge.

*481Plaintiff Colleen Blondell ("Agent") brought this action to collect a real estate commission she claims is due under a listing agreement ("Listing Agreement") that her real estate firm entered into with Defendants Shakil and Shabana Ahmed ("Sellers") to sell Sellers' home. Agent appeals from the trial court's order granting the Sellers' motion for summary judgment. Because we believe that there is a genuine issue of fact as to whether Sellers breached their duty of good faith and fair dealing when they negotiated for the termination of the Listing Agreement, we reverse and remand for further proceedings consistent with this opinion.

I. Background

Agent is a real estate broker licensed by the North Carolina Real Estate Commission. She works as an agent with the firm Kiegiel, LLC d/b/a Keystone Properties ("Keystone Properties"). Sellers owned a home in Wake County. A timeline of events necessary for understanding the issues on appeal is as follows:

A. Parties Enter Into Listing Agreement; Agent Procures Offer

In March 2013, Sellers and Keystone Properties entered into the Listing Agreement. The parties used the "Exclusive Right to Sell Listing Agreement" form produced by the North Carolina Association of REALTORS®, Inc.1 Pursuant to the Agreement, the listing would be for a period of one year (expiring in March 2014).

On 3 April 2013, Agent showed Sellers' home to Michael and Susan Fekete2 ("Buyers"). On 6 April 2013, Buyers made an offer which Agent presented to Sellers. Sellers promptly rejected the offer. Over the course of the next few weeks, Agent had a number of communications with both Sellers and Buyers regarding the Sellers' home.

*482B. Parties Enter Termination Agreement; Sellers Sell Home To Buyers

On 22 April 2013, the Sellers informed Agent that they no longer wished to list their home for sale and of their desire to terminate the Listing Agreement. Accordingly, Agent prepared the Termination Agreement using another form provided by the Association of REALTORS® (entitled "Termination of Agency Agreement and Release," hereinafter "Termination Agreement"). This Termination Agreement essentially provided that the parties would no longer be bound by the Listing Agreement. Further, the Termination Agreement provided that it would become "effective on the date that it has been signed by both the Parties." (Emphasis added.)

That same evening (22 April), Agent e-mailed Sellers, attaching the Termination Agreement unsigned. The next day (23 April), Sellers executed the Termination Agreement and e-mailed it back to Agent.

Sometime thereafter, but prior to 2 May 2013-without the knowledge of Agent-*407Buyers and Sellers met to discuss a possible transaction. On 2 May 2013, Sellers and Buyers tentatively agreed to a purchase price for the home. On 9 May 2013, Buyers presented a written offer to Sellers based on their verbal understanding.

Prior to executing Buyers' offer, Sellers contacted Agent about the status of the Termination Agreement (which Sellers had signed and returned on 23 April). During this communication, Sellers did not disclose to Agent that they had a written offer from Buyers that they intended to sign.

On 10 May 2013, Agent executed the Termination Agreement on behalf of Keystone Properties and e-mailed a copy to Sellers.

On 11 May 2013, Sellers executed the contract to sell their home to Buyers. The transaction closed in late June 2013, unbeknownst to Agent.

Agent commenced this action against Sellers contending that, pursuant to the Listing Agreement, Sellers became obligated to pay Keystone Properties a real estate commission when Sellers sold their home to Buyers.3 Sellers answered, alleging that no commission was due because the Listing Agreement had been terminated in the Termination *483Agreement. After a hearing, the trial court entered summary judgment in favor of Sellers. Agent timely appealed.

II. Analysis

The parties agree that the Listing Agreement would entitle Keystone Properties to a real estate commission in the absence of an effective termination agreement. Specifically, the Listing Agreement obligated Sellers to pay a commission if their home sold within the Agreement's one-year term.

The Termination Agreement, however, unambiguously states that Sellers were released from any obligation they may otherwise have under the Listing Agreement. Specifically, the Termination Agreement states:

2. Termination of Agreement. The Parties agree that all rights and obligations arising on account of the [Listing] Agreement are hereby terminated, and hereby release each other from their respective obligations under the Agreement.
3. Release from Liability. The Parties further release and forever discharge each other and their respective successors in interest from any and all claims, demands, rights and causes of action of whatsoever kind and nature arising from the [Listing] Agreement and the agency relationship existing between them.

Accordingly, if the Termination Agreement is enforceable, Sellers would be entitled to summary judgment in this case.

Agent argues that Sellers should not be allowed to benefit from the Termination Agreement. Specifically, Agent contends that Sellers breached their duty of good faith and fair dealing when Sellers negotiated for the termination of the Listing Agreement without disclosing to Agent or Keystone Properties that Sellers were negotiating directly with Buyers.

It is axiomatic that Sellers owed a duty of good faith and fair dealing to Keystone Properties during the term of the Listing Agreement and during the negotiation of the termination of that Agreement. Indeed, our Supreme Court has recently reiterated the long standing principle that there is implied in every contract a covenant of good faith and fair dealing. Arnesen v. Rivers Edge Golf Club, 368 N.C. 440, 450-451, 781 S.E.2d 1, 9 (2015) ; see also Great Am. Ins. Co. v. C.G. Tate Constr. Co., 303 N.C. 387, 399, 279 S.E.2d 769, 776 (1981) (recognizing "the common law *484principle that implicit in every contract is the obligation of each party to act in good faith").

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Cite This Page — Counsel Stack

Bluebook (online)
786 S.E.2d 405, 247 N.C. App. 480, 2016 WL 2865115, 2016 N.C. App. LEXIS 562, Counsel Stack Legal Research, https://law.counselstack.com/opinion/blondell-v-ahmed-ncctapp-2016.