High Tide Cafe v. Frenk
High Tide Caf (High Tide) entered into a listing agreement with G.R. Bill Business Brokers, Inc. (G.R. Bill) to sell its restaurant business. The listing agreement, which entitled G.R. Bill to a broker's commission in the event the sale was "accomplished," did not contain an attorney fees clause. G.R. Bill found a buyer, and High Tide and the buyer entered into a purchase contract that acknowledged G.R. Bill's right to payment of a commission in accordance with the terms of the listing agreement. The parties to the purchase contract opened an escrow, and the escrow instructions, which acknowledged G.R. Bill's right to payment of a commission "upon the close of escrow" and contained two attorney fees clauses, defined "close of escrow" as the transfer of a specified liquor license to the buyer. Although the liquor license was transferred to the buyer, and both High Tide and the buyer agreed in writing that the other contingencies were satisfied, the buyer refused to sign escrow closing instructions.
Court conclude the court did not err in (1) finding that High Tide was contractually obligated to pay G.R. Bill's $30,000 commission because the sale was "accomplished" within the meaning of the listing agreement, and (2) awarding reasonable attorney fees to G.R. Bill as the prevailing party. Accordingly, court affirm the judgment.
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