United States District Court, E.D. Virginia, Alexandria Division
ANTHONY J. TRENGA, District Judge.
Plaintiff Jones Lang LaSalle Americas, Inc. ("JLLA") seeks $6.62 million in commission payments based on the lease of commercial space owned by one of the defendants, located in Alexandria, Virginia, which will become the headquarters for the National Science Foundation ("NSF"). This matter is before the Court on cross motions for summary judgment [Doc. Nos. 34 and 48]. The Court held a hearing on these motions on March 4, 2014, following which it took the motions under advisement. Upon consideration of the parties' cross motions for summary judgment, the memoranda and exhibits filed in support thereof and in opposition thereto, and the arguments of counsel at the hearing held on March 4, 2014, and for the reasons stated herein, the plaintiff's motion will be DENIED and the defendants' motion will be GRANTED.
The following is undisputed:
In August 2007, the parties signed a Leasing Agreement (the "Agreement"), pursuant to which the defendants, The Hoffman Family, LLC and Hoffman Buildings, L.P.,  retained the services of JLLA to act as their "exclusive leasing agent" for certain properties located in Alexandria, Virginia. One of the properties listed in the Agreement, 2401 Eisenhower Avenue, Alexandria, Virginia, is the site of the building to be built and leased to the NSF (the "NSF property") pursuant to a leasing agreement that was executed on June 7, 2013 (the "NSF Lease"). JLLA seeks a commission under the terms of the Agreement based on the NSF Lease.
On April 7, 2011, the General Services Administration ("GSA") solicited Expressions of Interest ("EOI") for the NSF Lease, Solicitation No. 9VA2433. JLLA assisted the defendants in compiling the information necessary to complete a proper response to this EOI solicitation, and on April 27, 2011, on behalf of Hoffman, submitted an EOI to Studley, Inc. ("Studley"), the broker for the GSA. On July 24, 2012, JLLA submitted a second EOI on behalf of Hoffman.
On December 4, 2012, following its solicitation of EOIs, the GSA issued a formal Request for Lease Proposal ("RLP"), and offerors were required to submit their Initial Proposals on or before January 9, 2013. On January 9, 2013, JLLA, on behalf of Hoffman, delivered to the GSA (via Studley) a formal lease proposal signed by Hoffman. On March 7, 2013, Hoffman itself sent a Final Proposal Revision, signed by Hoffman, directly to the GSA, through Studley.
After the Final Proposal was submitted, further negotiations took place between Hoffman and Studley directly without JLLA's involvement. On May 23, 2013, Hoffman signed the NSF Lease, as finalized by the GSA and Hoffman.
Shortly after the NSF Lease was signed, the parties' dispute arose over JLLA's commission with respect to the NSF lease. JLLA claimed that, pursuant to the Agreement, it was owed a commission equal to 2% of the NSF Lease's "base rent" of more than $330 million over the 15-year period of the NSF Lease, or a commission in the amount of approximately $6.62 million. Hoffman claimed that the total commission owed to JLLA was $1 million, based on what it claimed were oral agreements that were reflected in the written submissions made to the GSA and elsewhere. The parties were unable to resolve this dispute and JLLA filed this action on August 16, 2013, in which it seeks a commission solely under the terms of the Agreement. During the course of discovery in this action, Hoffman learned for the first time that certain of JLLA's employees involved in the NSF leasing effort were not licensed as real estate salespersons or brokers and now claims that JLLA is not entitled to receive any commission.
Both parties have moved for summary judgment. JLLA claims that, based on the undisputed facts, it is entitled to recover the commission set forth in the Agreement as a matter of law since the Agreement was never terminated and JLLA was the procuring cause of the NSF lease. Hoffman seeks summary judgment on JLLA's claim on the grounds that the Agreement, having no "definite termination date" as required under Va. Code Ann. § 54.1-2137B, expired 90 days after its execution, long before any entitlement to any commission arguably arose; and that, in any event, as a matter of public policy JLLA is prohibited from recovering any commission that may be payable under the Agreement since certain of its employees involved in the NSF leasing effort were not licensed as required under Virginia law.
Summary judgment should be granted where the record shows that "there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law." Fed.R.Civ.P. 56(a); see also Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 247-48 (1986). In considering a motion for summary judgment, the court is required to view the facts and draw reasonable inferences in the light most favorable to the nonmoving party. Bryant v. Bell Atlantic Md., Inc., 288 F.3d 124, 132 (4th Cir. 2002). Entry of summary judgment is appropriate where the moving party demonstrates the lack of a genuine issue of fact for trial, and if that burden is met, the party opposing the motion must "go beyond the pleadings" and come forward with evidence of a genuine factual dispute. Celotex Corp. v. Catrett, 477 U.S.317, 324 (1986). "[T]he mere existence of some alleged factual dispute between the parties will not defeat an otherwise properly supported motion for summary judgment." Anderson, 477 U.S. at 247-248. Indeed, "[i]f the evidence is merely colorable, or is not significantly probative, summary judgment may be granted." Id. at 249-50 (internal citations omitted).
Because Hoffman's motion, if granted, necessarily eliminates JLLA's legal ability to recover on its claim, the Court will first consider the issues presented in that motion. Those issues are: (1) whether under Va. Code Ann. § 54.1-2137 the Agreement has a "definite termination date"; (2) whether JLLA's unlicensed employees involved in the NSF leasing efforts were "brokers" or "salespersons" within the meaning of Va. Code Ann. § 54.1-2107, such that they were required to have the requisite licenses pursuant to Va. Code Ann. § 54.1-2106.1; and (3) whether the involvement of any ...