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Dimitry K., Esq.
Dimitry K., Esq., Attorney
Category: Legal
Satisfied Customers: 37908
Experience:  Multiple jurisdictions, specialize in business/contract disputes, estate creation and administration.
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in January of this year I decided to sell my business and listed

Customer Question

in January of this year I decided to sell my business and listed it with the broker. Two weeks ago after 10 months with this broker I decided to take my business off the market for the holiday season. I also wanted to think about what I wanted to do next because although there were a fair amount of interested parties the broker failed to close the sale. And I was thinking about trying another broker butt no decision was made as of yet. I notified my present broker that I wanted to take the business off of the market and she responded very badly-- essentially she just stopped talking to me, and that is how the relationship ended. I thought this was very unprofessional and strange because although I felt they had a problem with being able to close the sale, I did not really have any problems with the business relationship we had. WHhat I need to know is I have requested a list of the individuals they showed the business to on two separate occasions. I have not heard back from them. In the contract I signed with this broker it states that I am entitled to a digital record that they kept which also lists the individuals they showed the business to which preserves their right to have a commission. Because this broker is also an attorney, I have heard instances where she woUuld sue me, the prospective buyer, and the broker doing the transaction claiming she is entitled to a commission. Is more than likely that I will go with another broker next year,, and I would like to know what I can do presently to insulate myself from a lawsuit. Because she refuses to provide me with the list I have requested, can this be nullified??what can I do to protect myself going forward. It seems that I should send her a letter requesting the list of prospective buyers she introduced to the business once more. Anymore suggestions I should include in the letter?thank you PS: also because of the manner in which she ended-- our business relationship-- she refused to answer my phone calls, e-mails, and she even told the prospective buyer that I referred to her so she could send him additional financial information about the business, that I had taken my business off the market and she would contact me if anything changed. Can this be characterized as abandonment abandonment?should I mention this in the letter?
Submitted: 11 months ago.
Category: Legal
Expert:  Dimitry K., Esq. replied 11 months ago.

Thank you for your question. Please permit me to assist you with your concerns.

 

In terms of this person also being an attorney, that sometimes gives the broker a false sense of superiority and makes them believe that they are above their own terms. Luckily that can be rectified. What you can do is send her a formal certified letter stating that she failed to adhere to terms of the agreement (provide a record), failed to communicate, and has not performed the terms of the agreement. In the letter request the information and state that you are requesting formal assurances that she is able to perform the work, and if she does not reply back t you with some sort of confirmation OR your information by the date (usually 14 to 30 business days), you would consider their agreement to be breached based on the lack of action on her part.

 

However that would NOT keep her from potentially pursuing you if anyone that she provided to you from the digital record ends up buying the property. Under state law if the broker assisted in finding the initial buyer, even if the sale and the offer took place after she was no longer your broker, she would still be entitled to a commission. So please keep that in mind--the only way to not pay her is to ensure that the contract is formally terminated AND get someone to purchase the business that she did not initially provide you based on her representation.

 

Hope that helps.

Customer: replied 11 months ago.

what you suggested was exactly what I wanted to send her in a letter. I did speak with another broker I may possibly list my business with next year and he stated that if he has a list of the clients she introduced to the business he would simply not market the business to any of the people listed on the list. This is the reason why I wanted to have the list. What should I do if she does not provide this list? I fully understand she is entitled to her commission and I do not want to deny her of this. I just want to avoid paying her a commission as well as paying a commission to my new brokeras well that would be unfair to me. One last question, why would this broker want to withhold a list of individuals she marketed my business to? It would seem to me she would be more than happy to provide the list so that there is no confusion on this understandings?thank you

Expert:  Dimitry K., Esq. replied 11 months ago.

Thank you for your follow-up, Jonathan. Glad to read that we are both seeing this situation similarly.

 

In terms of why she may want to withhold the list, there are a few answers that come to mind. One may be the fact that she wants to be petty, and that now that she sees that she is not going to make any money from you, is unwilling to expend more labor. Another might be that she did not have a digital record, which is why she is now unable to provide it. I likewise do not see the logic here other then pettiness. The other may well be an attempt to ensure that you accidentally sell this to someone she provided by mistake, so she can still get paid. That sounds devious but it may well be the reason also.

 

Hope that helps.

Dimitry K., Esq., Attorney
Category: Legal
Satisfied Customers: 37908
Experience: Multiple jurisdictions, specialize in business/contract disputes, estate creation and administration.
Dimitry K., Esq. and 11 other Legal Specialists are ready to help you
Customer: replied 10 months ago.
Please review the previous messages. I had my attorney write the letter as you recommended and this attorney responded with a names list with only the last name and no first name, no address or phone number. In this brokers contract she specifically states she will provide a digital report on request. She only responded with this last after an attorney asked for it. what can I do legally that will be significant enough to be taken seriously by her? I should not need to pay an attorney to get information that protects me and her a like.
Expert:  Dimitry K., Esq. replied 10 months ago.

Thank you for your follow-up, Jonathan.

 

This attorney is intentionally being obstinate. It may be wise to write back to her and state that any confusion, errors, or improper information that she did not fully disclose would be ultimately read against her. That means that if someone on that list is improperly or incompletely listed, and you work with that person to purchase the property (and based on information provided you are somehow unaware that this was someone you worked with in the past), you could later claim she is not entitled to the profit based on incomplete notice and disclosure. For example if you only work with someone based on first names and he later discloses his last name which is on the list, the broker would be entitled to payment. But if he does not introduce himself, buys through a third party, and so forth, she would be out of luck. About the only thing you can do is file against her and claim breach of contract, but it may be just better to let it go--she is intentionally making it hard on you, but that likewise makes it harder on her to obtain benefits as well.

 

Hope that helps.

Customer: replied 10 months ago.
I meant to pay for your last response! I just looked up her real estate license status and it is expired. Are attorney's in California able to broker dental practices without a broker's license using their attorney's license in place of? I will pay for the last question. Thank you.
Expert:  Dimitry K., Esq. replied 10 months ago.

Jonathan,

 

That is a very big deal. An attorney's license DOES NOT grant that person a right to act as a broker--as a real estate attorney, yes, but not as an intermediary. That is something that you can report to the state real estate commission AND to the county bar association as she is unethically claiming privileges that she is not permitted to claim if her license is expired.

 

Hope that clarifies!

Dimitry K., Esq., Attorney
Category: Legal
Satisfied Customers: 37908
Experience: Multiple jurisdictions, specialize in business/contract disputes, estate creation and administration.
Dimitry K., Esq. and 11 other Legal Specialists are ready to help you
Customer: replied 10 months ago.
I'd like to clarify this, this attorney's broker license expired 10/2002. The corporation associated with this attorney/broker is licensed till 2015. It lists this broker/attorney as an officer of the corp. The daughter who also was involved with showing the office is not licensed as areal estate broker or sales person. In California, is this stll legal ? The attorney license is current. If I file a complaint with the bar, will they do anything about it, and I'll also mention her lack of communication and abandonment issue etc as well.
Expert:  Dimitry K., Esq. replied 10 months ago.
Thank you for your follow-up, Jonathan.

Is anyone in this office licensed? Not the attorney license, the real estate licence--please advise.
Customer: replied 10 months ago.
Not to my knowledge. She and her daughter are the only ones associated with her office
Expert:  Dimitry K., Esq. replied 10 months ago.

Jonathan,

 

Thank you for your follow-up. In that case I will stand by my original statement--if nobody in the office has a real estate license, they cannot sell or help sell real estate. Maintaining such an office without a license is a violation of he legal duty to the office and is also a violation for lying and misleading potential real estate clients. The complaints are therefore valid. The abandonment and lack of communication to the bar is irrelevant as she was not your attorney,but failure to maintain the right licenses is an issue.

 

Good luck.

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