## Facts

- John J. Vizzi was a licensed Colorado real estate broker who offered “unbundled” or limited brokerage services for a flat fee rather than full involvement in a transaction.
- In 2013–2014, Vizzi entered into limited-service contracts with three clients, including agreements to (a) list property on the Multiple Listing Service (MLS) and, in other instances, (b) provide a yard sign, lockbox, centralized showing services, and MLS listing.
- Colorado’s broker relationship statutes classify a licensed broker as either a single agent (by written agreement) or, if not a single agent, a transaction-broker (the default role).
- The statutes define a transaction-broker as a broker who assists one or more parties throughout a contemplated real estate transaction with communication, interposition, advisement, negotiation, contract terms, and closing, without acting as an agent or advocate for either party.
- After an anonymous complaint, the Colorado Real Estate Commission investigated Vizzi and initiated disciplinary proceedings, alleging he failed to perform statutory transaction-broker duties.
- An administrative law judge found Vizzi acted as a transaction-broker in the charged matters and concluded the statute required him to perform the listed duties, including advisement and negotiation, throughout the transaction.
- The Commission adopted the ALJ’s findings and entered a final agency order disciplining Vizzi for failing to fulfill transaction-broker obligations under state law.
- Vizzi sought judicial review, arguing the duties were not mandatory and asserting additional challenges, including federal antitrust and due-process objections.

## Issues

1. Whether a licensed real estate broker acting as a transaction-broker may contractually limit or waive the statutory duties listed for transaction-brokers.
2. Whether the Commission’s discipline and the statutory scheme violate federal antitrust law because a majority of Commission members are active real estate brokers (market participants).
3. Whether due process required disclosure of the identity of the anonymous complainant who triggered the investigation.

## Decision

- The Colorado Court of Appeals affirmed the Commission’s final agency order.
- The court held that the duties listed for transaction-brokers are mandatory statutory obligations and cannot be contracted away through “unbundled” or limited-service agreements.
- The court rejected the federal antitrust challenge, concluding the Commission acted within its statutory authority in enforcing the state’s regulatory scheme.
- The court rejected the due-process claim, holding that nondisclosure of the anonymous complainant’s identity did not deny Vizzi a fair opportunity to defend against the charges.

## Legal Principles

- When a statute states a transaction-broker “shall” have specified obligations, those duties are mandatory absent a statutory basis for waiver.
- The transaction-broker role requires assistance throughout the transaction; limiting services to discrete tasks does not eliminate statutory duties attached to that role.
- Private contracts cannot negate baseline professional obligations imposed by a regulatory statute on licensed brokers.
- Disciplinary action by a state real estate commission taken within delegated authority to enforce a clearly expressed regulatory scheme is not invalidated by federal antitrust law merely because market participants serve on the commission.
- In an administrative discipline case, due process does not necessarily require disclosure of an anonymous complainant’s identity when the respondent can contest the evidence and the identity is not necessary to resolve the merits.

## Conclusion

Colorado Real Estate Commission v. Vizzi held that a Colorado broker acting as a transaction-broker cannot use limited-service or “unbundled” contracts to avoid statutory transaction-broker duties; the Court of Appeals affirmed the Commission’s discipline and rejected Vizzi’s antitrust and due-process challenges.


Colorado Real Estate Commission v. Vizzi, 488 P.3d 470 (2019)