This decision required the court “to consider the nature and extent of the fiduciary duty owed by a real estate brokerage firm and its agents when it agrees to act as a seller’s listing agent.” The plaintiff, a commercial property owner, had entered into an “exclusive right to sell/rent agreement” (agreement) with the defendant brokerage firm (broker). The agreement provided that all of the broker’s agents, with the exception of three named agents (named agents), were to be considered “outside brokers.”

The plaintiff subsequently entered into a land purchase agreement (LPA) with a developer (developer), “for the…purpose of developing a senior living community on the property” (senior housing). The LPA stated that one of the named agents “was the broker who was acting on behalf of the seller.” The LPA was subject to certain contingencies, including zoning and development approvals. Some members of the community opposed the senior housing, citing concerns as to “an influx of senior citizens in the village.”