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I have an issue my broker is threatening and harassing me to close on a offer to sell my business and not allowing me to disclose the buyer the real numbers of the business and disclosing to the buyer the eligibility standards to buy the business which has certain minimum prerequisites and requirements because it is a 7-Eleven franchise.
A month ago I signed a right to sell agreement with a business brokerage based in Florida. I had thought that since it was a relatively medium sized brokerage it would have experience but unfortunately this brokerage apparently did not have any knowledge on how to sell franchise businesses. At First they brought in an offer from a buyer who wanted an e2 investor visa. so I advised the broker that 7-eleven only franchises to us citizens and permanent residents and I told him of the fact. This led him into pressuring me to accept the offer eventhough I cannot accept an offer which 7-eleven will not accept! Then the broker had potential buyers come down from New York. The party consisted of four brothers one of whom had verbally said that he had some undocumented money and that is why he needed to invest it as soon as possible. Anyway, this party put forth an offer which did not meet many of our terms and conditions but was at asking price. At this point my father and I had been harrassed by the broker multiple times saying that, if we do not accept this full price offer then we will have a lawsuit on our hand. We told him that will accept the offer if all terms and conditions are met , which we had already communicated to him. Since the listing the business had been rapidly losing sales.we felt that the buyer should be aware of the true sales figures so as to indemnfy us of any misrepresentation and to be fair to the buyer. We wanted the buyer to ask his accountant or attorney to verify all sales and profit/loss figures in the amended offer. I believe that the broker had an issue with disclosing the recent most figures for the business.
According to our franchise agreement,we, as 7-11 franchisees cannot sell our interest in our business to anyone not meeting certain minimum prerequisites and qualifications. For example their credit scores has to be above a certain amount, they need to have proof of income from audited tax returns and they need to have proof of funds among other qualifications. Without this information 7-eleven will not approve a franchisee and we cannot sell to any prospective buyer. Thus I advised the broker of this, and informed him that I will accept the offer as long as the buyer meets these certain prerequisites. If the buyer does not meet these basic qualifications the sale purchase agreement in essence cannot go through because 7-eleven will not approve the buyer and thus I cannot sell. After I had given him all this information the broker started sending fuming texts and emails accusing me of "tanking" the deal and harrasing me with threats of lawsuits and throwing personal insults at my family and I.All the while I was trying to stay calm and trying to explain to him that I want a good professional relationship with him and cannot just accept an offer only on price.The offer needs to meet all the above mentioned qualifications, otherwise I cannot accept the deal and it will not go through as 7-Eleven .
I have a strong suspicion that the broker just wants the signing of sale purchase agreement so he can earn his commission without regard to the true condition of the business he is selling and without regard to whether the transaction will be successfully closed or not. He is pressuring me to close the deal without regard to the true financial condition of the business at present so he can somehow close his sale and earn his commission. I dont know what to do! I will be contacting my state attorney general and will be putting in a conplaint against his real estate license as well. This is just wrong business practice. When I asked him to change the listing financials to those which accurately reflect the condition of the business presently he threatened by crossing the line and insulting me further saying petty things like "I was not born yesterday". He said that he will get the buyer to also sue me as a third party petitioner for all expenses in coming to look at his business if we do not accept his first offer. His threats of lawsuits and personal insults have resulted in much personal angst and mental distress for me and have deterioted the condition of my heart patient father not to mention my pregnant wife who also has been negatively affected by this whole episode. Please help!! I dont know what to do!!! Thank you for your time and in helping me deal with this monster of a broker! Please help we need help this broker has morals and is not reasonable!
First, if he's a "REALTOR®", you need to file a major Ethics complaint with his board. Many commercial real estate people are not REALTORS®, so they do not have to abide by the Code of Ethics the rest of us go by. However, you would then need to file a complaint with the Florida Real Estate Commission as they hold his license. If he is doing what you're saying he's doing, he needs his license to be suspended, revoked, or some penalties and fees assessed. Nothing will change if you don't do something about it.
Second, I'm not an attorney, but I don't see how he could sue. Most real estate contracts aren't about "selling" the property, but about bringing a "ready, willing, and able buyer" to the table. If the buyers he has brought don't qualify for the business under the terms you have put forth, I don't see how he's met the criteria of a ready, willing, and able buyer...
Most real estate contracts aren't about "selling" the property, but about bringing a "ready, willing, and able buyer" to the table. If the buyers he has brought don't qualify for the business under the terms you have put forth, I don't see how he's met the criteria of a ready, willing, and able buyer...
That was something I had to get my head around as a buyer from the UK. In UK terms, a "contract" is the legally-enforced commitment to buy and all offers here are made,"subject to contract", whereas in the US, the contract appears to be just a general statement of terms, which either party can break if unhappy with financing, property inspection report or whatever.
In the UK all that stuff has to be sorted out before you enter the legally binding contract.
Took me a while to understand and now our realtor understands us too!
Agree with Silverfall, you should consult with an RE attorney who can review your listing agreement and requirements, and advise you on how to deal with the agent's threats. Also as you indicated, contact the state real estate commission about your agent's conduct.
That was something I had to get my head around as a buyer from the UK. In UK terms, a "contract" is the legally-enforced commitment to buy and all offers here are made,"subject to contract", whereas in the US, the contract appears to be just a general statement of terms, which either party can break if unhappy with financing, property inspection report or whatever....
I know this is a bit off-topic from the OP, but wanted to comment on this.
Offers here are also subject to contract (when both parties execute the contract). A contract is not a general statement. It contains specific terms that must be followed. Once executed, the contract is binding subject to any contingencies such as financing, inspection, etc, which must be spelled out in the contract with specific terms for enforcement.
I think the semantics play a part too. You say "once exected" , which I would take to mean when all parties sign.
However, we walked away from a purchase in the US after we'd all signed the contract after a bad home inspection. You couldn't do that in the UK. You'd have to have had your home inspection done prior to signing the contract.
That was something I had to get my head around as a buyer from the UK. In UK terms, a "contract" is the legally-enforced commitment to buy and all offers here are made,"subject to contract", whereas in the US, the contract appears to be just a general statement of terms, which either party can break if unhappy with financing, property inspection report or whatever.
Here, a "contract" is a legally binding commitment. However, what no one caught was my typo. When I said "most real estate contracts...", I meant to say, "Most real estate listing agreements..." Yes, a listing agreement is a contract, but it's between seller and broker, and it doesn't say the seller is hiring the broker to "sell" the property, but to bring a ready, willing, and able buyer.
I hope that helps clear up what I was trying to say.
0. Meet with a real estate attorney to discuss the next several steps and footnotes.
1. Create a detailed, written record of communications between you and the broker, including date and time, as accurately as you can going back, and certainly going forward.
2. Send or hand-deliver a letter to the broker immediately cancelling the listing.
3. Immediately file a complaint with the Florida Real Estate Commission and tell him you did it.
4. Re-list with someone whose reputation you check out in advance.
Note A: if an offer does not meet your terms and conditions, you are free to reject it.
Note B: if you fail to disclose correct operating figures to a party who relies upon the false information to close, then you can kiss your butt goodbye after you are sued.
Note C: you can countersue the broker, but you will still go through hell.
Of course, if the facts are different, then my opinion could change.
I think the semantics play a part too. You say "once exected" , which I would take to mean when all parties sign.
However, we walked away from a purchase in the US after we'd all signed the contract after a bad home inspection. You couldn't do that in the UK. You'd have to have had your home inspection done prior to signing the contract.
There are some areas of the US, mostly on east cost where inspections are done after the initial offer and prior to finalization of the contract during attorney review. In any case, you can add and/or delete whatever terms you want in a contract if both parties agree, including not accepting a contract that allows inspection. It's just not typically customary in the US.
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