Premier Van Schaack Realty, Inc. v. Sieg

Premier Van Schaack Realty, Inc. (Premier) (plaintiff) entered into an agreement with Thomas Sieg (defendant) regarding the sale of Sieg’s real estate. Under the agreement, Sieg would owe Premier a commission, in the amount of 7 percent of the acquisition price, if a sale or exchange of the property occurred. Sieg signed an operating agreement forming MJTM, a limited liability company. Under the operating agreement, Sieg would convey the real estate to MJTM, and would receive a 40 percent interest in MJTM, a 9 percent preferential return on its future profits, and a beginning balance of $670,000 in his initial capital contribution account. MJTM also agreed to assume $580,000 of Sieg’s debt, and the other LLC members agreed not to encumber the real estate without Sieg’s approval. The operating agreement also stated that the property was valued at $1.3 million. Sieg transferred title of the property to MJTM. Sieg personally guaranteed a $1.413 million loan that MJTM obtained with the property as security, which it used to pay off $300,000 of Sieg’s debt. Premier demanded a commission of 7 percent of $1.3 million. Sieg refused to pay, and Premier brought suit. The trial court granted summary judgment for Sieg, finding that there had been no sale or exchange pursuant to the agreement between Premier and Sieg that would trigger the commission provision, because Sieg’s transaction with MJTM lacked consideration. Premier appealed.