Broker added a clause to my listing (without my knowledge) that voided a sale

[needles]

Jurisdiction

Washington

Recently, I had an agreement to sell an online asset using a third party broker. This broker inserted a clause into my listing without my knowledge or consent. This clause allows a potential buyer to back out of a deal if certain benchmarks aren't achieved.

I found a buyer and came to an agreement, which normally would result in a binding contract to complete the sale, according to the broker's terms of service. But the additional benchmarks in that extra clause were not satisfied, and the buyer will likely cancel the deal.

I question whether the clause inserted by the broker could be enforceable, when I didn't agree to it, or even know of its existence until the buyer submitted his offer. (This clause was evidently visible on my listing page all along, and I just didn't notice it. Even so, I never explicitly agreed to it.)

Nothing in the broker's terms of service appears to give them the right to add clauses or stipulations like this without the seller's consent. They did specifically ask me to approve other sections of the listing. But they never asked me to approve this clause.

I do not hold the prospective buyer responsible; he made the purchase with the understanding that the deal could be canceled under certain conditions, because that's what the listing said.

However, I wonder if the broker could owe me the full purchase price because, if not for the clause they added without my approval, this deal would have been final, and they would've been required to close the deal and send payment. Is there any case against the broker here? I'm in Washington state, broker is based in Florida.

 

[adjusterjack]

This clause was evidently visible on my listing page all along, and I just didn't notice it.

Too bad. You screwed yourself.

Another thing.

Didn't you reserve the right to review and sign any sales contracts created by your broker?

If not, then I suggest you correct both your mistakes before the next buyer comes along.

 

[Tax Counsel]

What kind of item is it? Is it something custom made that you would not be able to sell to someone else? What was the price of the item? Did the contract with the broker have a term that limits liability what is said in the listing? Does the contract with the broker have an arbitration provision? Does it specify what court will hear any dispute between and/or which state's law applies? Why didn't you look at the listing page before the sale? That last question is particularly important.

There might be recourse against the broker, but as you can see from my questions the details of your contract with the broker, the nature and value of the product, etc matter to know what possible remedies you may have and what it will cost you to pursue them.

 

[zddoodah]

I had an agreement to sell an online asset using a third party broker.

What sort of "online asset"?

Was this agreement made in writing?

I question whether the clause inserted by the broker could be enforceable, when I didn't agree to it, or even know of its existence until the buyer submitted his offer. (This clause was evidently visible on my listing page all along, and I just didn't notice it. Even so, I never explicitly agreed to it.)

Did you approve the listing? If the broker was your agent, the the clause is likely enforceable.

They did specifically ask me to approve other sections of the listing. But they never asked me to approve this clause.

Does this mean the broker asked you to approve the listing and specifically called your attention to some parts of the listing but not others?

However, I wonder if the broker could owe me the full purchase price because, if not for the clause they added without my approval, this deal would have been final, and they would've been required to close the deal and send payment. Is there any case against the broker here?

No way to opine intelligently about this without reviewing your agreement with the broker and the listing.

How much money is at issue here?

I'm in Washington state, broker is based in Florida.

What does your agreement with the broker say about the venue for any legal action? I'd be willing to bet it requires that any lawsuit be filed in Florida (and it might even contain a mandatory arbitration provision). If so, you won't be able to recover your travel costs.

 

[needles]

What kind of item is it? Is it something custom made that you would not be able to sell to someone else? What was the price of the item? Did the contract with the broker have a term that limits liability what is said in the listing? Does the contract with the broker have an arbitration provision? Does it specify what court will hear any dispute between and/or which state's law applies? Why didn't you look at the listing page before the sale? That last question is particularly important.

There might be recourse against the broker, but as you can see from my questions the details of your contract with the broker, the nature and value of the product, etc matter to know what possible remedies you may have and what it will cost you to pursue them.

Thanks for the response. It's an online asset (think social media account, website, etc) which sold for 80k. Brokers are common in this industry, and this is a particularly reputable one. I'd used them before, in fact, so perhaps I was too casual or trusting about the process as a result.

I did look at the listing, but listing pages are extremely long, full of all kinds of historic data about the asset, so I didn't notice that one extra sentence slipped in there. Before listing, they had asked me to create a section with basic details about the asset. I gave them four paragraphs. The listing ended up including those four, plus the additional sentence with extra clause tacked on.

When the listing went live, I was traveling, offline for a full week (they didn't give me advance warning of the exact date it would go live). By the time I returned, I already had numerous buyer inquiries, so I got busy responding to those, and I guess I never went back and reviewed the published listing with a fine tooth comb. (Not an excuse, just an explanation.)

Despite whatever I may have done wrong, something really seems off about the fact that a broker who is supposed to serve merely as facilitator between buyer and seller can toss in their own clauses and conditions, without approval from the person who actually owns the asset being sold. That's the part that doesn't sit right with me.

Nothing in their terms of service mentions arbitration. It does say that legal actions would be subject to Michigan law. I could still sell the asset elsewhere, but it has declined in value in the interim, which is why I chose to gather feedback. Thank you for reading.

 

[adjusterjack]

Even on the remote chance that the broker owed you anything, it would be the difference between what the first sale price was and what you could sell it for now.

You didn't answer my question about a purchase/sale contract. Did you overlook that, too?

I can't imagine anybody buying an $80,000 item without a contract signed by the seller.

 

[freddy777]

The fact that the broker added a clause without even notifying you raises serious concerns. It's one thing to miss something in a long listing, but they definitely should have highlighted any changes that could affect the deal. With that much money on the line, it seems worth digging into your options, maybe even consulting a lawyer to see what steps you can take.