4D04-2985-Meteor Motors, Inc. v. Thompson Halbach & Associates

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Laws-info.com » Cases » Florida » Fourth District Court of Appeal » 2005 » 4D04-2985-Meteor Motors, Inc. v. Thompson Halbach & Associates

State: Florida

Court: Florida Southern District Court

Docket No: 4D04-2985.op

Case Date: 11/02/2005

Plaintiff: 4D04-2985-Meteor Motors, Inc.

Defendant: Thompson Halbach & Associates

Preview:DISTRICT COURT OF APPEAL OF THE STATE OF FLORIDA
FOURTH DISTRICT July Term 2005 METEOR MOTORS, INC., d/b/a PALM BEACH ACURA, Appellant, v. THOMPSON HALBACH & ASSOCIATES, an Arizona corporation, Appellee. No. 4D04-2985 [November 2, 2005] GROSS, J. The issue in this case is whether a corporate business broker which put the buyer and seller together in the sale of an automobile dealership is precluded from recovering a brokerage fee because it did not comply with the licensing requirements of Chapter 475, Florida Statutes (2004). We hold that section 475.41, Florida Statutes (2004), prevents the broker from enforcing its fee contract and reverse the final judgment entered in favor of the broker. Meteor Motors, Inc., owned Palm Beach Acura, an automobile dealership. In April, 2001, Meteor entered into an agreement with Thompson Halbach & Associates, an Arizona corporation, in which it agreed to pay Thompson a commission of 5% of the closing price if Thompson found a buyer for the dealership. The contract contemplated only a sale of stock and not any transfer of real estate. Thompson is located in Arizona and is in the business of bringing together buyers and sellers of automobile dealerships. Christopher Halbach was a principal and employee of Thompson. Neither the corporation, Thompson, nor any of its principals was a licensed real estate broker in Florida at any time relevant to this case. After the contract was signed, Halbach obtained financial statements and other information from Meteor pertaining to the business. Halbach then contacted various entities which he thought might be interested in purchasing the dealership. Among those contacted was the Craig Zinn

Automotive Group, a Florida based car dealership, which ultimately purchased Palm Beach Acura from Meteor Motors. Halbach transmitted the information obtained from Meteor to Zinn so that Zinn could evaluate the feasibility of purchasing the dealership. During this time, Halbach kept Meteor advised of its discussions with potential buyers, including Zinn. Halbach did not participate in negotiations; the principals of the respective companies met to negotiate the terms of the sale. Halbach characterized his role in the transaction as bringing the seller and buyer together. In August 2001, Meteor requested that Thompson "no longer represent [Meteor] in the marketplace." In September, 2001, Meteor and Zinn entered into an agreement whereby Zinn purchased the stock of Meteor for $5,000,000. The deal closed in December, 2001, and Thompson was not paid its commission. Thompson filed suit to recover its commission. The count that went to trial was for breach of contract. Among Meteor's affirmative defenses was that the contract was unenforceable because Thompson was not licensed pursuant to Chapter 475, Florida Statutes. After a bench trial, the circuit court concluded that Meteor had breached its contract with Thompson and that Thompson was entitled to recover its 5% commission of $250,000. The court rejected the defense of noncompliance with Chapter 475 by ruling that the statute applies to a "person" and that Thompson was "an Arizona corporation and not a `person' as intended by

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