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Click here for the full text of this decision FACTS:In 1988, Cushman & Wakefield of Texas, a real estate brokerage firm, had a lease agreement with Alliance Enterprises, which owned a Houston office building. Alliance agreed to pay Cushman a commission if Texaco or any of its related businesses became a tenant in the building. Alliance agreed to pay an additional commission if one of those leases was extended, renewed or if the tenant leased additional space. The agreement required Alliance to notify any future purchaser of the office building to continue paying the commissions. Texaco had a lease in the building, which it assigned to Star Enterprises, a joint venture between Texaco and Aramco Services. When the original lease expired, Alliance entered into a renewal agreement with Star for a 10-year period beginning in August 1994. Alliance paid the requisite commissions to Cushman. In 1998, Alliance sold the building to Northborough Corporate Limited Partnership. Northborough agreed to keep paying the Cushman commissions to the Star lease. In August 1999, Star assigned its lease Equiva, a joint venture between Texas and Shell Oil Co. Cushman did not participate in the lease negotiations. Northborough entered into an amended and restated lease with Equiva and stopped paying commissions to Cushman at this time. Cushman sued Alliance and Northborough for the commissions due for what was to be the last five years of the Star lease. Alliance was released from the suit, as it had previously dissolved. The trial court granted Cushman’s motion for partial summary judgment based on the Star lease, and denied Northborough’s motion for summary judgment. The trial court then found Northborough liable to Cushman for commissions through August 2004, plus reasonable and necessary attorneys’ fees. HOLDING:Affirmed. The court states that resolution of this case depends on an interpretation of Cushman’s commission agreement, which no one claims is ambiguous. Northborough first argues that the original lease commission agreement is void because it did not include a termination date. The court finds that an express termination date is not statutorily required under Real Estate License Act �1101.806(c). To be actionable under the statute � and, consequently, enforceable � a commission agreement must be in writing and signed by the party to be charged. The Cushman agreement meets both of these requirements. The court rejects Northborough’s reliance on �1101.652(b)(12) and Perl v. Patrizi, 20 S.W.3d 76 (Tex.App. � Texarkana 2000, pet. denied), which interprets that statute. The court notes that Perlheld that a broker cannot enforce a commission agreement if it lacks a termination date. The court declines to follow Perlfor two reasons: 1. �1101.652(b)(12) has nothing to do with enforceability of a broker’s commission agreement, and instead relates only to the suspension or revocation of a broker’s real estate license; 2. nothing in �1101.652 references a broker’s ability to maintain a cause of action. Northborough next argues that the trial court wrongly concluded that the Equiva lease obligated Northborough to pay Cushman commissions because it assumed Alliance’s agreement to pay the fees. Northborough says it did not expressly assume the obligation to pay Cushman on the Star lease, and even if it did, it is still not required to pay because the Equiva lease constituted a new arrangement, replacing and superseding the Star lease. The court finds Northborough’s argument flawed. In the sale from Alliance to Northborough, part of the agreement stated that, “Except for the leasing commission payable to [Cushman] with respect to the Star lease, there are no leasing commissions accrued but unpaid with respect to any Lease or which may become payable at any time prior to the Closing Date.” The court finds such language sufficiently explicit to prove, as a matter of law, that Northborough expressly assumed Alliance’s obligation to pay Cushman’s commissions for the Star lease. Also, the Equiva lease did not supersede the Star agreement. Though one sentence of the new agreement refers to a “new arrangement,” the court says that focusing on only that one sentence ignores the rest of the agreement, which clarifies and narrows the “new arrangement” section, and ignores practical implications. First, the “new arrangement” sentence is in the “Cancellation Clauses. Second, even if the Equiva lease somehow cancelled the Star lease, the evidence in this record points to the conclusion that the cancellation would have been by mutual agreement of the parties. And finally, the logical extension of Northborough’s argument is that it could extinguish its obligation to pay Cushman merely by ignoring the current lease agreement � the Star lease � and entering into a new one with a new tenant. “Yet, this contract was written to ensure that Cushman would receive its commissions even if the lease was renewed or extended, even if the lease was assigned, even, in some cases, if the lease was cancelled.” OPINION:Wanda McKee Fowler, J.; Fowler, Edelman and Frost, JJ. CONCURRENCE:Richard H. Edelman, J. “Because the Texas Real Estate License Act . . . provides, as a ground for revoking a real estate license, a license holder’s failure to specify a definite termination date in a contract, Northborough contends that the inclusion of such a date in a commission agreement is a statutory prerequisite to recovering a brokerage commission under the Act. Our decision in this case addresses only this specific contention and does not reach the separate issue (not asserted by Northborough) of whether a commission agreement is unenforceable as against public policy if it does not specify such a date.”

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