## Facts

- Colleen Blondell, a North Carolina real-estate broker affiliated with Keystone Properties, served as listing agent for Shakil and Shabana Ahmed under a one-year exclusive right-to-sell listing agreement beginning in March 2013.
- Blondell showed the property to Michael and Susan Fekete on April 3, 2013, and presented their written offer dated April 6, 2013; the Ahmeds rejected the offer.
- On April 22, 2013, the Ahmeds told Blondell they no longer wished to sell and requested termination of the listing agreement.
- Blondell emailed an unsigned termination form to the Ahmeds, stating in substance that their execution would terminate the listing; the written termination form stated it would be effective only when signed by both parties.
- The Ahmeds signed the termination form on April 23, 2013, returned it to Blondell, and Blondell did not sign at that time.
- After rejecting the initial offer and before Blondell signed the termination form, the Ahmeds negotiated directly with the Feketes without Blondell’s involvement.
- By May 2, 2013, the Ahmeds and Feketes had agreed on price; a written offer reflecting that price was executed on May 9, 2013.
- On May 10, 2013, Blondell signed the termination form, unaware that the Ahmeds had substantially negotiated a sale to the Feketes.
- On May 11, 2013, the Ahmeds signed a purchase and sale agreement with the Feketes; closing occurred in June 2013, and Blondell learned of the sale after closing.
- Blondell sued for a commission and related relief, including breach of the implied covenant of good faith and fair dealing; the trial court granted summary judgment for the Ahmeds.

## Issues

1. Whether the summary-judgment record created a genuine issue of material fact that the sellers breached the implied covenant of good faith and fair dealing by seeking termination while concealing ongoing negotiations and an impending sale to avoid paying a commission.
2. Whether the listing agreement was terminated upon the sellers’ signature of the termination form (based on the broker’s email) or only when both parties signed (as stated in the written termination form), affecting whether the listing remained in effect during the negotiations.

## Decision

- The North Carolina Court of Appeals reversed the grant of summary judgment for the sellers and remanded for further proceedings.
- The court held that evidence permitted a reasonable jury to find the sellers breached the implied covenant of good faith and fair dealing in procuring the broker’s signature on termination while withholding information about a substantially negotiated sale.
- The court concluded factual disputes existed regarding when termination became effective and whether the sellers’ conduct deprived the broker of the contractual benefit of a commission.

## Legal Principles

- North Carolina contracts include an implied covenant of good faith and fair dealing requiring that neither party act to injure the other’s right to receive the benefits of the bargain.
- The covenant governs performance and enforcement and may be breached even if a party can claim technical compliance with express contract terms.
- Where a written termination instrument states it becomes effective only upon signature by both parties, evidence that one party proceeded as if termination occurred earlier can create a factual dispute about the contract’s continued effect.
- On summary judgment, courts view the evidence in the light most favorable to the nonmovant; if reasonable jurors could differ on material facts bearing on contractual entitlement (including a commission), summary judgment is improper.

## Conclusion

The court reinstated the broker’s claims for further litigation because the record supported triable questions about whether the listing remained in effect during the sellers’ negotiations and whether the sellers acted in bad faith by securing termination without disclosing a substantially completed sale that would have generated a commission.


Blondell v. Ahmed, 247 N.C. App. 480, 786 S.E.2d 405 (N.C. Ct. App. 2016)