Can a broker sell the active listings of another company against the wishes of the company’s owner?

Husband and wife owned real estate company, an S corp. Husband was the broker. He died and a friend came in to act as broker. Next day he announced he was closing the company and selling active listings to another company. Told widow (an agent) that she would get a percentage and that she had 7 days to vacate the building (which he owns). The estate is in probate and this man was not a partner in the business. Can he legally sell her listings or can she take them and her license to another company?

Asked on March 22, 2011 under Real Estate Law, Florida

Answers:

SJZ, Member, New York Bar / FreeAdvice Contributing Attorney

Answered 9 years ago | Contributor

If he was not someone in the company with the authority to do this--i.e not an owner or a partner, or not an executive or manager (e.g. president) granted the authority to conclude deals like this--then he can't do this. If he lacked authority, any sales he made could be voided and/or the widow would be able to sue him for their value and possibly other damages. If the listings still beong to the company and the widow is the owner, she should be able to work them, sell them herself, etc. Essentially, only someone with the requisite authority over a business may make decisions for it and dispose of  its assets. Furthermore, even if--as a senior executive, say--he had the authority to sell the listings, the proceeds of the sale--all of  them--would belong to the business unless the business owners decided otherwise. Indeed, even one partner in a business could not unilaterally sell business assets and keep most of the proceeds himself.

Also, he probably cannnot make her vacate the building in 7 days. If there is a written lease and the business was complying with its terms, the business can't be made to leave until the end of  the lease and it's not renewed. If there was an oral lease, 30 days notice are required to end the tenancy. And even after tenancy is over or after the tenant breaches the lease, the property owner has to go through the courts to evict. So unless the lease itself specifically gave the property owner the right to terminate it at will without notice (or on 7 days notice), he can't make her leave.


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