WEICHERT CO. REALTORS v. RYAN
128 N.J. 427 (1992)
608 A.2d 280
WEICHERT CO. REALTORS, PLAINTIFF-RESPONDENT,
THOMAS W. RYAN AND JAY SAUNDERS, DEFENDANTS-APPELLANTS.
The Supreme Court of New Jersey.
Argued February 19, 1992.
Decided July 2, 1992.
H. John Schank, II, argued the cause for appellants (Crummy, Del Deo, Dolan, Griffinger & Vecchione, attorneys; Mr. Schank and Robert W. Delventhal, on the brief).
Martin Newmark argued the cause for respondent (Broderick, Newmark & Grather, attorneys).
The opinion of the Court was delivered by STEIN, J.
Plaintiff, Weichert Co. Realtors (Weichert), sought damages from defendants, Thomas Ryan and Jay Saunders, based on defendants' failure to pay Weichert for brokerage services rendered by William Tackaberry, a Weichert employee. Weichert based its claim on defendants' alleged breach of contract, or, in the alternative, on a theory of quantum meruit. The Appellate Division upheld the trial court's determination that Weichert was entitled to recover damages for breach of contract. We granted defendants' petition for certification, 127 N.J. 546, 606 A.2d 360 (1991), and now modify the judgment of the Appellate Division, remanding for a new trial limited to the issue of damages.I In late March 1987, Socrates Kyritsis, a property owner, met with Robert Olpp, the manager of Weichert's Chatham office, and Tackaberry, a real estate agent in that office, and told them he wished to sell the "William Pitt property" for $3,000,000, with the sales commission to be paid by the buyer. Shortly after that meeting, Tackaberry telephoned Ryan, a local developer, and informed him that he knew of a property that Ryan and Saunders, his partner, might be interested in purchasing. Tackaberry also stated that the purchaser would have to pay
Weichert a ten percent commission. Ryan indicated that he was interested in knowing more about the property, and Tackaberry disclosed the property's identity and the seller's proposed price. Ryan ended the conversation by agreeing to meet with Tackaberry to obtain more information.
As a result of his telephone conversation with Ryan, Tackaberry met with Kyritsis to acquire information concerning the property's current leases, income, expenses, and concerning plans for its eventual development. Tackaberry also collected tax and zoning documents relevant to the property. In a face-to-face meeting held on April 4th, Tackaberry gave Ryan the data and information he had procured. Tackaberry began that meeting by presenting Ryan with a letter dated April 3, 1987, that stated in part, "As compensation for this information * * * there will be a ten percent finders fee to be paid by your group upon successfully completing and closing of title." Ryan testified that he had refused Tackaberry's request that he sign the letter, and had explained to Tackaberry that he needed more information about the property before he could commit to the broker's fee, and therefore they would discuss that fee later. Tackaberry, however, testified that he had not asked Ryan to sign the letter, although on cross-examination he admitted that he had been intent on memorializing the agreement in writing. According to Tackaberry, after Ryan had read the letter, he had indicated only that he was concerned about the method and timing of the commission payment. Tackaberry did not pursue that point, apparently assuming that the parties would resolve that issue at a later date. Ryan ended the meeting by instructing Tackaberry to arrange a meeting between Ryan and Kyritsis. Ryan took the letter and the information with him, and later used the information to evaluate the project.
On April 7th, Ryan and his attorney met with Kyritsis to discuss the sale of the property. Although Ryan initially refused to allow Tackaberry to attend that meeting, he relented when Tackaberry insisted. Before the meeting began, Tackaberry offered unsolicited advice concerning how to negotiate
effectively with Kyritsis. The meeting was successful, and afterwards Ryan instructed his attorney to prepare a draft contract for the purchase of the William Pitt property for $3,000,000. At that time Ryan informed Tackaberry that he had discussed the commission issue with Saunders, and they both agreed that ten percent was too much to pay for Tackaberry's services. Tackaberry insisted that Ryan had already agreed to pay ten percent. After some discussion the two parted without resolving the issue.
At trial, the parties did not dispute that from the April 7th meeting until the closing, Ryan consistently had told Tackaberry that he would not agree to pay a ten percent commission. Ryan testified: