The legal consequences of listung agreements have been the subject of much litigation in Minnesota. Therefore, understanding the intricacies of listing agreements is essential to fully represent a client in a commercial real estate transaction. There are therefore several points to be taken into consideration at the beginning by the lawyer who establishes or re-examines a listung agreement. For example, the attorney should understand: (i) what type of listing agreement is appropriate for the subject transaction; (ii) the duration or duration of the listung agreement; (iii) the events or conditions that may entitle the broker; (iv) the duration of the period of suspension; and (v) the circumstances that justify one of the parties terminating the listing agreement. In addition, a broker (and the broker`s lawyer) must take care of the language in a sales contract and be aware of the one that governs the payment of commissions to brokers. This language must comply with the terms of the listing contract.l The seller does not wish to argue with the broker over whether or not the seller thwarted the broker`s efforts to sell the property because the seller arbitrarily refused a buyer or a particular offer. In order to avoid such a dispute, the legibility agreement should expressly provide that the seller retains absolute control over the process of selecting a potential buyer, the negotiations with that buyer and whether or not to conclude the conclusion (subject, of course, to state and federal anti-discrimination laws, etc.). Some listing agreements contain language that can be read in such a way that it creates an implicit obligation for the seller to accept an offer when it reaches list price or to continue in an economically reasonable manner during the sales process. The seller should object to this type of language and indicate in the listing agreement that the seller is free to accept or refuse any buyer, to accept or refuse conditions, to terminate, to conclude or not to conclude a contract and to act in any way with regard to the sale of the goods, as the seller wishes at his discretion. A word about the termination of the listed contract. The general rule is that a listing agreement that gives an expiration date determined according to Minn. Stat. Article 82.66, subparagraph.
1 (b) (1) expires by its terms. It goes without saying that the parties may also agree to terminate the reference contract before the expiry. A reference contract which does not provide for a definitive expiry date but which, moreover, essentially meets the legal requirements, may be terminated by decision. Rosenberg v. Heritage Renovations, LLC, 685 N.W.2d 320, 326 (Minn. 2004). Rework the listing agreement to get a pleasant expiration date for both parties. Brokers often fear that a ruthless seller will try to avoid paying a commission by waiting until after the offer expires before entering into a contract with a potential buyer introduced into the property during the offer term. This is why most listing agreements provide that the seller is required to pay his commission to the broker if, at the expiry of the offer, the seller enters into a contract with a buyer who has been introduced into the property during the validity of the offer. While such a provision is conceptually appropriate, the seller must be sure that it is appropriate when applied. Perhaps the most difficult provision to negotiate in a listing agreement is the determination of compensation.
The broker does not wish to be held responsible for anyone in its efforts to market the seller`s property. As a result, many listing agreements contain a very broad indemnification provision that requires the seller to compensate the broker if claims are made against the broker in any way in connection with the real estate or the broker`s efforts to market the property. While this is understandable from the broker`s point of view, the seller will not want to be responsible for the behavior of anyone other than his own and the seller will only want to be responsible for his behavior, which is negligent or contrary to his obligations in the legibility agreement or constitutes a defect in his obligations. . . .