John F. Epina Realty, Inc. v. Space Realty, Inc
In John F. Epina Realty, Inc. v. Space Realty, Inc., 194 Conn. 71, 480 A.2d 499 (1984) the facts involved "an action to recover commissions in connection with the sale or lease of certain real estate and with the sale of a restaurant business, the realty and personalty having been under separate ownership." Maretz-Franford, Inc. v. Kramer, 7 Conn. App. 120, 126, 508 A.2d 35 (1986).
In Space Realty, Inc., the plaintiff broker and the defendants made several listing agreements, among which were included one exclusive listing agreement and two exclusive right agreements. The exclusive listing agreement allowed the defendants the right to sell the property without paying a commission to the plaintiff, while the exclusive right agreements to lease and then to sell the property, respectively, did not provide for such a right. See John F. Epina Realty, Inc. v. Space Realty, Inc., supra, 194 Conn. at 73 n.1.
On their own, the defendants began negotiations concerning the lease or sale of the restaurant business during the period of the first exclusive right agreement and finalized a lease agreement along with a collateral stock purchase agreement during the period of the second exclusive right agreement. See id., at 74.
The court determined that the defendants violated the second exclusive right agreement and that they owed the plaintiff broker a commission based on the value of the business sold. The parties appealed. See id., at 75.
On appeal, the defendants claimed, inter alia, that the exclusive listing agreement reserved them the right to sell or lease their property without paying a commission and that this reservation of right was inherent in and controlling of the later exclusive right agreements. See id., at 75-76.
Focusing its analysis on the interpretation of the three agreements, the Court rejected the defendants' argument and determined that the trial court could have properly credited the plaintiff's testimony that he explained the difference between the types of listing agreements to the defendants and the importance of those differences.
Further, the Court noted that none of the agreements made reference to each other so as to incorporate the terms of any one into another. See id., at 78.