## Facts

- Paul B. Ganley, a real estate broker (and his brokerage firm), performed brokerage services for G. and W Limited Partnership and its principals, Martin R. Grunley and William V. Walsh, in multiple real estate transactions.
- In the parties’ prior dealings, Ganley procured a buyer first, and the commission amount was then negotiated based on the purchase price.
- In the transaction at issue, Ganley procured a buyer who offered less than the property’s asking price.
- Ganley recommended that the defendants accept the lower offer.
- The defendants agreed to accept the offer only if Ganley took a reduced commission: 4% rather than the higher percentage previously discussed (including an 8% figure).
- Ganley did not expressly accept or reject the 4% condition at that moment; he remained silent and proceeded with the transaction.
- The sale closed for $217,800. Ganley later sought a higher commission (and also pleaded quantum meruit), contending there was no binding agreement to a 4% rate.
- The trial court concluded Ganley had not proved an agreement for the higher rate but awarded a 4% commission, finding that Ganley accepted the reduced term by silence when he had a duty to speak.
- After an earlier appeal and remand for clearer findings and legal grounds, the trial judge issued a memorandum explaining the “duty to speak” basis for treating Ganley’s silence as agreement. Ganley again appealed, arguing the award was inadequate.

## Issues

1. Whether a real estate broker’s silence, after the seller expressly conditioned acceptance of a lower sale price on a 4% commission, could constitute acceptance of the reduced commission because the circumstances created a duty to speak.
2. Whether the trial court’s finding of agreement to a 4% commission (and rejection of a higher commission claim under contract or quantum meruit) was supported by the evidence and legally proper.

## Decision

- The Court of Special Appeals of Maryland affirmed the judgment awarding Ganley a 4% commission.
- The court upheld the trial court’s finding that Ganley agreed to the 4% term by remaining silent when the defendants stated they would proceed only on that condition and Ganley then carried the deal forward.
- Because the evidence supported an agreement for a 4% commission, Ganley was not entitled to recover a higher commission on an alternative theory.

## Legal Principles

- Contract acceptance may be shown by conduct, and in limited circumstances may be inferred from silence when the offeree has a duty to speak.
- A duty to speak may arise when a party hears a clear condition that the other party is relying on, understands it, and proceeds in a manner that would reasonably signal assent if no objection is voiced.
- When the factfinder determines the parties reached an agreement on compensation, recovery in quantum meruit cannot be used to obtain a different (higher) rate for the same services.
- On appellate review of a bench trial, the trial court’s fact findings—such as whether silence and subsequent performance showed assent—are upheld if supported by the record and not clearly erroneous.

## Conclusion

The court affirmed the 4% commission award because the defendants made their acceptance of the lower sale price expressly conditional on a reduced commission, and Ganley’s silence and continued performance in closing the transaction supported the trial court’s finding that he accepted that condition when a duty to speak arose.


Ganley v. G. and W Limited Partnership, 409 A.2d 761 (1980)