This summary was computer-generated without any editorial revision. It is not official, has not been checked for accuracy, and is NOT citable.
Facts
The Defendants, co-owners of a 50% interest in a racehorse named Ronas Ryon, promised to pay the Plaintiff, the horse's trainer, a 5% commission if he found a buyer for their interest. The Plaintiff secured a prospective buyer, Venture Farms, which entered into a purchase agreement with the Defendants. However, the sale was contingent on a third party, Ben Benham, waiving his right of first refusal. Benham exercised this right and purchased the Defendants' interest on the same terms, but the Defendants refused to pay the Plaintiff's commission (paras 2-5).
Procedural History
- District Court of Lincoln County: The Plaintiff sued for the unpaid commission and prevailed.
Parties' Submissions
- Defendants: Argued that the Plaintiff was not entitled to a commission because (1) the buyer procured by the Plaintiff, Venture Farms, was not "ready, willing, and able" due to the conditional nature of the offer; (2) the Plaintiff was not the procuring cause of the sale to Benham; and (3) no commission was owed as a matter of law when a right of first refusal is exercised unless explicitly provided for in the brokerage contract (paras 6, 9, 10).
- Plaintiff: Contended that he had procured a ready, willing, and able buyer in Venture Farms and was entitled to the commission regardless of Benham's exercise of the right of first refusal (paras 8-9).
Legal Issues
- Was the buyer procured by the Plaintiff "ready, willing, and able" to purchase the Defendants' interest in the horse?
- Was the Plaintiff the procuring cause of the sale?
- Is a commission owed when a right of first refusal is exercised, absent explicit contractual language to that effect?
Disposition
- The Court of Appeals affirmed the District Court's judgment in favor of the Plaintiff (para 17).
Reasons
Per Hartz J. (Alarid and Black JJ. concurring):
Ready, Willing, and Able Buyer: The Court rejected the Defendants' argument that Venture Farms' offer was conditional. The conditions in the purchase agreement (e.g., Benham's waiver of the right of first refusal) were not imposed by Venture Farms but were external factors. Venture Farms was unconditionally ready, willing, and able to purchase on terms agreeable to the Defendants (paras 7-8).
Procuring Cause: The Court held that the Plaintiff was entitled to the commission for procuring a ready, willing, and able buyer, even if the actual sale was made to Benham. The Plaintiff fulfilled his contractual obligation by securing a buyer who met the Defendants' terms (para 9).
Right of First Refusal: The Court rejected the Defendants' argument that no commission was owed when a right of first refusal is exercised unless explicitly stated in the contract. The Court reasoned that the Plaintiff had completed his task by finding a buyer, and the Defendants achieved the desired result—a sale at the asking price. The Court found no unfair burden on the Defendants in awarding the commission and distinguished the case from others cited by the Defendants, which involved different contractual language or circumstances (paras 10-16).
The judgment was affirmed as reasonable and equitable under the circumstances (para 17).