Carmona Realty Group, LLC v. Diana Fernandez
A licensed real estate broker sued a seller for breach of a listing agreement after she refused multiple full-price offers and let the agreement expire. The trial court found for the seller, incorporating a separate unsigned 'Instructions to Other Agents' document into the listing agreement and holding various offer terms were nonconforming. The Third DCA reversed: the Instructions were not incorporated because neither document referenced the other, Carmona Realty never signed the Instructions, and the listing agreement's merger clause precluded external modifications. The broker was entitled to its commission.
Key facts
- On June 24, 2017, Diana Fernandez signed an Exclusive Right of Sale Listing Agreement with Carmona Realty Group, LLC, a licensed broker, for the sale of her Miami residence at a listing price of $499,500 with a 5% commission; the agreement contained a merger clause stating it was the 'entire agreement' and that no prior or present agreements would be binding unless contained within it.
- Fernandez also signed a separate document titled 'Instructions to Other Agents for Submitting an Offer,' which added requirements for submitted contracts such as requiring an As-Is 5 contract and a property inspection; Carmona Realty did not sign the Instructions, and neither document referenced the other.
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Holdings
- Under Florida's Statute of Frauds, §725.01, a document modifying a real estate listing agreement must be signed by the party against whom enforcement is sought; an unsigned document cannot…
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Why it matters
Reinforces strict requirements for incorporating collateral documents into a signed listing agreement under Florida's Statute of Frauds: both parties must sign and the documents must cross-reference each other. Real… — full analysis with a trial
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