Cloverleaf Plaza, Inc. v. Cooper & Co., Inc.
| Decision Date | 03 August 1990 |
| Citation | 565 So.2d 1147 |
| Parties | CLOVERLEAF PLAZA, INC., and DLC Partnership v. COOPER & COMPANY, INC. 88-1469. |
| Court | Alabama Supreme Court |
Douglas L. Brown of Armbrecht, Jackson, DeMouy, Crowe, Holmes & Reeves, Mobile, for appellants.
Peter F. Burns and Randall W. Nichols of Burns & Mackey, Mobile, for appellee.
Cloverleaf Plaza, Inc. ("Cloverleaf"), and DLC Partnership ("DLC") are the former owners of Cloverleaf Plaza Shopping Center in Mobile, Alabama. Jake Doster, president of Cloverleaf and a partner in DLC, decided to sell the shopping center. Upon hearing of Doster's plans to sell, Glenn Southerland, a real estate broker with Cooper & Company Inc. ("Cooper"), contacted Doster to obtain a listing agreement for the property. Southerland told Doster that he had a purchaser for the property if Doster would sell.
On December 13, 1986, Doster signed an agreement whereby Southerland was authorized to show the property to Stuart Davies, whom Southerland had named as the potential purchaser. On the non-exclusive listing agreement, which provided for a 5% commission for Cooper, Doster wrote, "Stuart Davies, Inc.--only--J.D.". Ultimately, the deal with Stuart Davies fell through and was never consummated. On March 6, 1987, another non-exclusive listing agreement was entered into by Cooper and Cloverleaf, signed by Doster. This agreement gave Cooper until March 16 to show the property and provided that, if the property was sold within 60 days of March 16 to a purchaser who had been shown the property during the 10-day period, Cooper would be entitled to a $100,000 commission, rather than the 5% commission provided for in the December 13 contract. The agreement also provided that Cloverleaf had the sole discretion to accept or reject any offer, and that upon a rejection Cooper would not be entitled to the commission.
Glenn Southerland presented another potential purchaser, Capital Realty Management, Inc. ("Capital"), whose lawyer, Richard Davis, began negotiations with Cloverleaf's lawyers, Tom Garth and David Johnson, with respect to the sale of the property. Cooper sent another non-exclusive listing agreement to Cloverleaf, which agreement would expire on August 31, 1987. Cloverleaf, however, never signed this listing agreement. On August 21, Capital made an offer to purchase Cloverleaf Shopping Center. The parties agree that there were two points in the offer that Cloverleaf would not accept: 1) that the seller be required to obtain estoppel letters from the tenants of the shopping center; and 2) that the seller pay off the then current management company, the amount being about $150,000. The lawyers continued to negotiate. The parties disagree as to whether, after the further negotiations, they ever reached an agreement as to the terms just mentioned. Cooper asserts that Cloverleaf agreed to pay the management company and to obtain the estoppel letters. Cloverleaf denies agreeing to either.
In the meantime, Doster, acting on behalf of Cloverleaf and DLC, was negotiating directly with Ken Montgomery, who was a real estate broker with Triple Crown Realty. 1 On September 2, 1987, Montgomery offered to purchase the shopping center for $3,025,000, which was higher than the $3,012,000 offered by Capital. Further, Montgomery's offer did not require that Cloverleaf pay the management company or obtain estoppel letters. On September 8, 1987, Capital's lawyer submitted an unsigned sales contract to Tom Garth, Cloverleaf's lawyer, reflecting their negotiations that had taken place after the original offer of August 21 had been rejected. On September 3, however, Doster had accepted an offer from Triple Crown, whose rights were then assigned to Tillman's Corner Limited Partnership. Cloverleaf paid Triple Crown a $100,000 commission. Upon hearing of the sale to Triple Crown, Capital contended that its lawyer and Cloverleaf's lawyer had reached an agreement. Cooper contended that it had presented a buyer who was ready, willing, and able to buy on terms negotiated with Cloverleaf's lawyer, and that, therefore, it was due to be paid a $100,000 commission. A jury verdict was returned in favor of Cooper, awarding it $100,000 plus interest. Judgment was entered by the trial court, after which Cloverleaf filed a motion for a JNOV or, in the alternative, a new trial on the ground that the verdict was against the great weight of the evidence. The trial court denied both of Cloverleaf's post-judgment motions, from which denial Cloverleaf appeals. We affirm.
Unless a jury verdict is unsupported by the evidence or is so against the weight of the evidence as to be manifestly and palpably wrong, a judgment based upon that verdict, which was sustained by the trial court's denial of a post-judgment motion for new trial, will not be reversed on either an "insufficiency of...
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