Cladianos v. Coldwell Banker Commercial Brokerage Co.
| Decision Date | 24 February 1984 |
| Docket Number | No. 14712,14712 |
| Parties | Pete CLADIANOS, Appellant, v. COLDWELL BANKER COMMERCIAL BROKERAGE COMPANY, Craig Ladato, and Rich Vande Noord, Respondents. |
| Court | Nevada Supreme Court |
Charles R. Zeh, Sparks, for appellant.
Roger A. Bergmann, Reno, for respondents.
This is an appeal from a summary judgment in a dispute arising from a lease of commercial property. Specifically, the dispute is whether appellant Cladianos was obligated to pay the respondents ("Coldwell") a commission for their efforts to lease the property involved. We have determined that triable issues remain concerning this dispute, and we therefore reverse the summary judgment and remand the matter for further proceedings.
The Lunan Corporation (not a party in this matter) wished to locate a piece of commercial property on which to operate a restaurant. Coldwell, who had been working with Lunan to find a suitable piece of property, discovered an available parcel that was owned by Cladianos. Through Coldwell, Lunan approached Cladianos.
A document dated January 6, 1978, was eventually prepared by Coldwell. The document purported to set forth the terms that would be acceptable for a ground lease of the property involved, between Lunan Corporation and Cladianos. Among the terms prepared by Coldwell was a promise by Cladianos to pay Coldwell a commission based on a varying percentage of the rental payments.
Coldwell then submitted the document to Cladianos. Cladianos made several changes to the terms prepared by Coldwell, mostly with respect to the formula for computing Coldwell's commission. Cladianos also added a term indicating that the "agreement" embodied in the document "[would be] null and void if no deal [were] consummated by 1/21/78." Cladianos signed the document, which was then reviewed and signed in its modified form by Coldwell representative Richard Vande Noord.
Cladianos and Lunan did not reach a lease agreement by January 21, 1978. Nevertheless, Cladianos, Lunan and Coldwell continued their attempts to negotiate a lease of the subject property. Finally, on August 14, 1978, Cladianos and Lunan executed a lease.
Coldwell then asked Cladianos to pay it the commission based on the formula, as modified by Cladianos, contained in the January 6, 1978, document. Cladianos, however, refused to do so. Coldwell thereafter filed suit, alleging three causes of action: (1) recovery on the January 6 document; (2) fraud; and (3) unjust enrichment. After substantial discovery had taken place, both parties moved for summary judgment. On the eve of trial, the district court granted summary judgment in Coldwell's favor, awarding Coldwell the amount of the commission, plus interest and costs. This appeal followed.
A critical item in the record on appeal is the document dated January 6, 1978, that was executed by Cladianos and Coldwell representative Vande Noord. The facts surrounding the preparation and execution of the document, set forth above, are undisputed.
Contrary to Coldwell's assertion, the January 6 document embodied a commission agreement with Cladianos, which unambiguously conditioned Coldwell's right to receive a commission on its ability to negotiate a lease agreement with Lunan by January 21, 1978. 1 Further, any prior negotiations concerning Coldwell's right to receive a commission were superseded by the January 6 writing. See Buckley Bros. Motors v. Gran Prix Imports, 633 P.2d 1081 (Colo.1981). Since the January 6 agreement was intended to define the parties' broker-client relationship, it is immaterial (with respect to Coldwell's cause of action for recovery under the January 6 agreement) whether Coldwell was the "procuring cause" of the lease agreement eventually reached. See Nollner v. Thomas, 91 Nev. 203, 533 P.2d 478 (1975). Cf. Bartsas Realty, Inc. v. Leverton, 82 Nev. 6, 409 P.2d 627 (1...
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