T.G. Slater & Son v. Donald P.

• Decision Date: 30 September 2004
• Docket Number: No. 03-1761.,03-1761.
• Citation: 385 F.3d 836
• Parties: T.G. SLATER & SON, INCORPORATED, Plaintiff-Appellant, v. THE DONALD P. and Patricia A. Brennan LLC, Defendant-Appellee.
• Court: U.S. Court of Appeals — Fourth Circuit

385 F.3d 836

T.G. SLATER & SON, INCORPORATED, Plaintiff-Appellant, v. THE DONALD P. and Patricia A. Brennan LLC, Defendant-Appellee.

No. 03-1761.

United States Court of Appeals, Fourth Circuit.

Argued: May 6, 2004.

Decided: September 30, 2004.

COPYRIGHT MATERIAL OMITTED

Appeal from the United States District Court for the Eastern District of Virginia, Leonie M. Brinkema, J.

ARGUED: Michael Randolph Shebelskie, Hunton & Williams, Richmond, Virginia, for Appellant; David John Fudala, Fairfax, Virginia, for Appellee.

ON BRIEF: Peter H. White, Paul D. Flynn, Hunton & Williams, McLean, Virginia, for Appellant; Daniel M. O'Connell, Jr., O'Connell & Mayhugh, P.C., Warrenton, Virginia, for Appellee.

Before WIDENER, LUTTIG, and TRAXLER, Circuit Judges.

Vacated and remanded by published opinion. Judge WIDENER wrote the opinion, in which Judge LUTTIG and Judge TRAXLER concurred.

OPINION

WIDENER, Circuit Judge:

Plaintiff T.G. Slater & Son, Inc. (Slater & Son) brought this action against defendant The Donald P. and Patricia A. Brennan LLC (Brennan LLC) in the United States District Court for the Eastern District of Virginia, alleging breach of contract, fraud, tortious interference, and related claims. Slater & Son, a licensed real estate broker, alleges that Brennan LLC owes Slater & Son a commission or like compensation for its services in a real estate transaction. Brennan LLC moved to dismiss the complaint and the district court granted the motion. For the reasons that follow, we vacate the judgment of the district court and remand the case for further consideration in light of this opinion.

I.

In its Amended Complaint, Slater & Son alleges the following facts, which we accept as true for purposes of reviewing a dismissal under Rule 12(b)(6). Fed.R.Civ.P. 12(b)(6); Mylan Labs., Inc. v. Matkari, 7 F.3d 1130, 1134 (4th Cir.1993). T.G. Slater & Son, Inc. is a real estate agency that operates in Loudoun and Fauquier counties. Robert Slater, the owner of Slater & Son, is a licensed real estate agent.

Maureen Brennan owns and lives on property next to Slater's land. Miss Brennan raises horses on her property, known as Foxmount.

The Donald P. and Patricia A. Brennan LLC, the defendant, is a Delaware limited liability company whose principal is Maureen Brennan's father. Maureen Brennan's mother may also be a member of Brennan LLC.

Rachel Lambert Mellon is the former owner of a large tract of land near both Slater's land and Miss Brennan's Foxmount farm. Slater leased a portion of this property (the Mellon property) with his cousin until early 2002.

On October 18, 2001, Maureen Brennan called Robert Slater. There is no evidence that Miss Brennan and Slater were acquaintances before this call took place. Miss Brennan asked Slater if he would rent out to her a portion of his land adjoining Miss Brennan's Foxmount farm so she could use the extra space for her horses. Slater told Miss Brennan that he was not interested in renting out his farmland. Slater also told Miss Brennan that he was a real estate broker, that he was leasing as a tenant adjoining land on the Mellon property, and that he believed the Mellon property was about to go on the market. Slater offered to show the land to Miss Brennan in his capacity as agent for Slater & Son, Inc.

On October 19, 2001, Miss Brennan called Slater and retained him to work on purchasing the Mellon property. Several days later, Slater met Miss Brennan and her mother, Patricia Brennan, at his office at T.G. Slater & Son, Inc. and took them to inspect the land. Slater spent around one and a half hours showing Miss Brennan and her mother the property and providing them with details including the location of springs on the property. Slater and the Brennans returned to Slater's office, and Miss Brennan asked Slater to provide comparable sales data and a tax plat showing the locations of other properties relative to the Mellon land. Miss Brennan told Slater she wanted the information because her father, Donald Brennan, wanted to review it.

On October 25, 2001, Slater faxed to Miss Brennan the information she requested. The fax was on letterhead that stated: "T.G. Slater & Son, Inc., REAL ESTATE AGENCY." Slater also obtained and furnished to Miss Brennan and her family copies of soil and topographic maps, aerial photographs of the land, and copies of the deed, deed restrictions, and covenants on the property.

The following day, Miss Brennan asked Slater if he would show her another piece of property adjoining the Mellon property because, she explained, her boyfriend was interested in purchasing that property as well. After examining that property Miss Brennan told Slater her boyfriend would not be interested.

About a week later, Miss Brennan contacted Slater and arranged for Slater to show her the Mellon property again, this time with both her mother and father. When the group returned to Slater's office at Slater & Son, they discussed making an offer to purchase the property. Slater told Miss Brennan that the custom in Virginia was for the buyer's real estate agent to prepare the contract which is then reviewed by the buyer's attorney.

At this point the Mellon property was still not listed for sale, but Slater knew that a real estate agent, Babette Scully, was working for Miss Mellon to finalize a listing. Slater contacted Miss Scully several times to inquire about the status of the listing. On November 9, 2001, the Mellon Property was formally listed for sale on the Multiple Listing Service. Miss Scully was identified as the listing agent. Around the same time, Slater spoke with Miss Scully and was told that Miss Mellon had identified the Brennans as an exclusion to the listing agreement, meaning that if any of the Brennans purchased the property, Miss Scully would not receive her commission.

Slater then began trying to contact Miss Brennan but Miss Brennan never returned any of his calls. Slater also faxed the listing to Miss Brennan with a letter seeking to arrange a meeting. Shortly after these events, Slater received a call from an attorney representing Miss Brennan. The attorney told Slater that Miss Brennan was unavailable to talk with Slater and that the attorney was now representing her in "these matters."

On January 15, 2002, the farm manager of the Mellon Property hand delivered to Slater a letter informing him that the Mellon Property had been sold. Slater received the letter because, at the time, he and his cousin were still leasing part of the Mellon property. The letter required Slater to remove his equipment and vacate the property within 60 days. The farm manager told Slater the property had been sold to the Brennans. Slater later learned that the Mellon Property had been bought for $3.8 million by The Donald P. and Patricia A. Brennan LLC, a company in which Miss Brennan's father is the sole known principal, although Miss Brennan's mother may also be a member. Slater did not receive a commission or other compensation for his work in assisting Miss Brennan and her family with the purchase of the property.

On April 16, 2003, Slater & Son, Inc. filed a complaint against Brennan LLC in U.S. District Court for the Eastern District of Virginia. The complaint alleged six counts: breach of contract, fraud, implied breach of contract, tortious interference, common law conspiracy, and statutory conspiracy.

Brennan LLC moved to dismiss the complaint under 12(b)(1), alleging that the citizenship of Brennan LLC's members was not alleged. Slater & Son amended its complaint to allege the citizenship of Brennan LLC's members. Brennan LLC also filed a motion to dismiss under 12(b)(6).

The district court granted Brennan LLC's motion to dismiss from the bench giving its opinion orally at a hearing on the motion. The district court stated that the complaint did not allege that the parties ever discussed a specific rate of commission and that the contract would need to be in writing to comply with the statute of frauds. The court also stated that there was no allegation in the complaint of any misrepresentations, and that without evidence of a contract there could be no tortious interference claim. It concluded that: "I am going to grant this motion to dismiss, because I find that as this complaint is written, it has failed to state any cause of action against this defendant," and entered its final order.

II.

We review de novo the dismissal of a complaint under Rule 12(b)(6) for failure to state a claim upon which relief can be granted. GE Inv. Private Placement Partners II v. Parker, 247 F.3d 543, 548 (4th Cir.2001). A Rule 12(b)(6) motion to dismiss "should not be granted unless it appears certain that the plaintiff can prove no set of facts which would support its claim and would entitle it to relief." Mylan Labs., Inc. v. Matkari, 7 F.3d 1130, 1134 (4th Cir.1993). In considering the motion, "the court should accept as true all well-pleaded allegations and should view the complaint in a light most favorable to the plaintiff." Mylan Labs., 7 F.3d at 1134. The district court granted Brennan LLC's motion to dismiss on each of the five claims raised in the complaint — breach of contract, implied contract, fraud, tortious interference, and statutory and common law conspiracy. We address the district court's ruling on each of these claims in turn.

A. Breach of Contract

The district court stated three grounds on which it relied in dismissing Slater & Son's breach of contract claim: (1) that the contract cannot be enforced because of the statute of frauds; (2) that the contract's terms were too indefinite to enforce; and (3) that the alleged contract was between the Brennans as individuals and not the Brennan LLC. For the reasons that follow, we reverse.

The district court found that there was no writing in the case and dismissed the breach of contract claim for failing to satisfy the statute of frauds. The district court correctly noted that the Amended Complaint...