## Facts

- Loretta Eller, acting for her mother’s interests, signed a one-year exclusive listing agreement with real estate agent Wayne Bartron to sell the mother’s house for $152,000 with a 7% commission.
- The agreement included a dual-agency waiver permitting Bartron to represent both seller and buyer and still receive a commission.
- Bartron showed the property to an investor entity (Pierce/O’Neill) known for buying distressed properties for quick resale.
- Pierce/O’Neill offered $96,000 and sought pre-settlement access; Bartron’s notes reflected an understanding that Pierce/O’Neill would later list the property with him for a reduced commission on resale.
- Before the seller accepted the $96,000 offer, Bartron facilitated a resale contract for the same property from Pierce/O’Neill to a new buyer (Knierim) for $130,000.
- Bartron contacted Eller and obtained her acceptance of the $96,000 offer without disclosing the existence of the $130,000 resale contract or his role representing the investor in the resale.
- Both transactions closed the same day, and the seller later learned of the resale and price difference.
- The estate sued Bartron for breach of fiduciary duty; after one day of testimony, the trial court granted Bartron a directed verdict.
- The estate appealed.

## Issues

1. Whether a seller’s real estate agent breaches fiduciary duties of loyalty and disclosure by failing to reveal a material conflict and material facts, including simultaneous representation in a planned resale and knowledge of a higher resale contract obtained before the seller accepted the lower offer.
2. Whether the trial court erred by granting a directed verdict when the evidence, viewed favorably to the plaintiff, could allow a reasonable jury to find breach and resulting harm.

## Decision

- The Delaware Supreme Court reversed the directed verdict.
- The court held the plaintiff presented sufficient evidence for a reasonable jury to find Bartron breached fiduciary duties owed to the seller.
- The case was remanded for a new trial on the breach-of-fiduciary-duty claim.

## Legal Principles

- A real estate agent representing a seller owes fiduciary duties, including loyalty, candor, and full disclosure of material facts and conflicts of interest.
- A contractual dual-agency waiver does not authorize nondisclosure of material conflicts or material information bearing on the principal’s decision-making.
- Knowledge that a buyer has already secured (or is pursuing) an immediate resale at a substantially higher price can be material and must be disclosed when the agent’s role or incentives create a conflict.
- Where evidence could support findings of material nondisclosure, conflicted self-interest (including multiple commissions), and causation, the claim must be submitted to the jury; a directed verdict is improper.

## Conclusion

The court held that evidence of an agent’s undisclosed dual role in a prearranged resale and nondisclosure of a substantially higher resale contract created a triable question of breach of fiduciary duty, requiring reversal of the directed verdict and a new trial.


Estate of Eller v. Bartron, 31 A.3d 895 (Del. 2011)