Exclusive Listing Agreement • Promissory Estoppel • Condition Precedent

In re Estate of Jodon v. Dana/Glass Properties, Inc., PICS Case No. 14-0511 (Pa. Super. April 3, 2014) Wecht, J. (memorandum) (12 pages).

The trial court did not err as a matter of law or abuse its discretion in granting appellees’ motion for summary judgment when it found that Jodon failed to meet an express condition precedent for the signing of the exclusive sales agreement called for in the contract and that the promissory estoppel claim sounded in contract. Affirmed.

Jodon sold property to the appellees in 2004. The sales agreement provided for an exclusive listing agreement between the appellees and such broker with which Jodon had an affiliation. Jodon did contact a real estate firm and discussed activating his real estate license and affiliating with the firm, but no contract was signed between Jodon and the firm. In February 2006, the appellees filed a subdivision plan for a residential community on the property. In May 2007, Jodon contacted appellees and requested that immediate steps be taken to honor the exclusive listing agreement. Such agreement was never signed and Jodon sued for breach of contract and promissory estoppel.

Citing a paragraph in the sales agreement, the trial court found that appellees’ duty to enter into an exclusive listing agreement was conditioned upon Jodon’s affiliation with a licensed real estate broker. The court held that Jodon’s obligation to affiliate with a broker was an unsatisfied condition precedent to appellees duty to perform under the contract. The plain language of the contract required more from Jodon than merely contacting a real estate firm and beginning the process of affiliating with them. Despite Jodon’s contention, the Sept. 24, 2004 amendment to the sales agreement did not modify but, in fact, reaffirmed the condition that Jodon affiliate with a licensed real estate broker before appellees’ obligation to execute an exclusive listing agreement would take effect.

Jodon based his promissory estoppel claim upon the allegation that he conveyed the property to appellees at a discounted price in reliance upon the promise to subsequently enter into an exclusive listing agreement. However, the promise upon which Jodon based his promissory estoppel claim was embodied within a validly executed and binding sales agreement. Thus, his remedy, if any, sounded in contract.

The trial court properly granted summary judgment for appellees in Jodon’s breach of contract and promissory estoppel claims.