Garafano v. Wells
Garafano v. Wells
Opinion of the Court
Plaintiff Louis Garafano brought an action against defendant Craig Wells for breach of an oral contract, seeking compensatory and punitive damages. Defendant denied the contract, and in the alternative argued that the agreement violated Vermont law governing real estate brokers and was therefore unenforceable. The case was tried to a jury, which awarded plaintiff compensatory but not punitive damages, and it is from the resulting judgment that defendant appeals.
Taking the evidence on the breach of contract claim in the light most favorable to the plaintiff and excluding the effects of modifying evidence, as we must, Quechee Lakes Corp. v. Terrosi, 141 Vt. 547, 552, 451 A.2d 1080, 1083 (1982) ; Evarts v. Forte, 135 Vt. 306, 307, 376 A.2d 766, 767 (1977), the facts are as follows. In the fall of 1978 plaintiff, then a pasta salesman in Rutland, Vermont, learned through one of his customers of a man who was about to be transferred to Rutland from Illinois, and who wanted to purchase a residence promptly upon his arrival. Plaintiff contacted defendant, a Rutland area real estate broker, and offered to disclose the name of this prospective purchaser in exchange for a third of any commission which defendant might receive from the ultimate sale. This offer was orally accepted, and plaintiff proceeded to identify the purchaser. Several months later, defendant successfully sold a home to this purchaser, whereupon plaintiff demanded his one-third commission and defendant refused to pay.
We cannot agree. We have recently had occasion to define “negotiation,” in the context of real estate brokerage transactions, as “a dialogue or discussion with the purpose of agreement, directed to the adjustment of differences presented at the outset.” Moses v. Gagne, 140 Vt. 43, 48, 433 A.2d 315, 318 (1981) (citing King v. Dean, 15 Ohio App. 2d 15, 18, 238 N.E.2d 828, 832 (1968)). Thus, to constitute negotiation the efforts of a broker must, at a minimum, include bringing together a prospective purchaser and a prospective seller in an attempt to facilitate the sale, and these efforts “must have proceeded to the point where the prospect would be reasonably considered a realistic prospect for the purchase of the property.” Id. (citing Munson v. Furrer, 261 Wis. 634, 639, 53 N.W.2d 697, 699 (1952)).
In this case, plaintiff undertook no actions which could be characterized as negotiating the purchase or sale of real estate. He had neither knowledge of, nor contact with, the ultimate seller, nor was he in any way involved in the events which culminated in the sale. His clearly circumscribed role was that of a “finder,” responsible only for introducing the prospective purchaser to defendant, a licensed broker. As we. have said elsewhere, a transaction in the nature of a finder’s agreement is not a real estate sales transaction, Selected Listings Co. v. Humiston, 135 Vt. 106, 108, 370 A.2d
Thus, the contract entered into between plaintiff and defendant was valid and binding, and the judgment of the trial court must be affirmed.
Affirmed.
Case-law data current through December 31, 2025. Source: CourtListener bulk data.