Steuart Investment Co. v. Meyer Group, Ltd.

Summary

The District of Columbia Court of Appeals affirmed a judgment awarding a commercial real estate broker a 3 percent commission for negotiating a ten-year lease. The court held that the landlord and broker formed an implied-in-fact contract, based on the parties’ conduct, industry custom, notice of the expected commission, and the benefit of the broker’s services. The court also upheld the trial court’s exclusion of rent escalations from the commission calculation and declined to reach alternative unjust-enrichment and equitable-estoppel theories.

Holdings

1. An implied-in-fact contract existed obligating Steuart to pay The Meyer Group's brokerage commission. A tenant-retained commercial real estate broker may establish such a contract with the landlord by showing that the landlord understood the services were rendered for its benefit, knew the broker expected compensation from it, and benefited from the services.
2. The trial court did not clearly err in finding that the implied-in-fact contract did not include rent escalations in the aggregate lease value used to calculate the commission.
3. The Meyer Group was not entitled to prejudgment interest under D.C. Code § 15-108 because the commission was not an easily ascertainable sum certain and there was no showing that interest was payable by contract, law, or usage.

Questions Presented

1. Whether the circumstances established an implied-in-fact contract obligating Steuart to pay The Meyer Group's brokerage commission even though the broker had been retained by the tenant.
2. Whether the implied-in-fact contract included rent escalations in the aggregate lease value used to calculate the commission.
3. Whether The Meyer Group was entitled to prejudgment interest under D.C. Code § 15-108.

Disposition

affirmed