## Facts

- Mark Randall Greif owned approximately 10 acres of vacant land in Rancho Mirage, California.
- Greif entered a written purchase agreement to sell the property to The Yardley Protective Limited Partnership for $330,000, stated conspicuously on the first page.
- Greif was elderly and had a prior stroke; he later asserted significant difficulty hearing, reading, and speaking.
- After signing, Greif claimed he believed the price was $3.3 million (or $3.33 million) and sought to avoid the sale as a mistake and as unfairly below fair market value.
- Yardley refused to rescind and sued for specific performance and related relief.
- Greif filed cross-claims, including against the buyer’s real-estate broker and brokerage (Eddie Sanin and Desert Gate Real Estate, Inc.), alleging wrongdoing tied to the asserted price disparity and Greif’s condition.
- The trial court sustained demurrers to Greif’s cross-complaint against the broker and dismissed the third amended cross-complaint without leave to amend.
- After a bench trial on Yardley’s complaint, the trial court ordered specific performance and awarded Yardley damages and contractual attorney’s fees.
- Valuation evidence at trial placed fair market value in the hundreds of thousands to low millions; the trial court found value in the “$500,000 range,” considering lack of entitlements, development costs (including water), and market conditions.

## Issues

1. Whether a real-estate licensee representing the buyer exclusively owes a common-law duty to an unrepresented seller to disclose that the offered purchase price is below fair market value.
2. Whether the purchase agreement was unenforceable in equity, or subject to rescission, based on unilateral or mutual mistake about the price term.
3. Whether the consideration was so inadequate as to make specific performance inequitable.
4. Whether the post-judgment contractual attorney’s fee award to the buyer should be reversed.

## Decision

- The Court of Appeal affirmed the dismissal of Greif’s third amended cross-complaint against the buyer’s broker and brokerage.
- The court held the buyer’s exclusive broker owed no common-law duty to advise an unrepresented seller that the contract price was below fair market value.
- The court affirmed the judgment ordering specific performance and related relief for Yardley.
- The court rejected claims of mutual mistake and unilateral mistake, finding the written price term clear and the evidence insufficient to justify rescission.
- The court affirmed the post-judgment award of attorney’s fees to Yardley pursuant to the purchase agreement.

## Legal Principles

- A buyer’s exclusive real-estate agent owes fiduciary duties to the buyer and does not, absent additional wrongful conduct, owe a common-law duty to an unrepresented seller to disclose that the price is below fair market value.
- Courts generally will not impose a disclosure duty on an opposing party’s agent that would conflict with that agent’s fiduciary obligation to the agent’s own client.
- Specific performance may be denied for gross inadequacy of consideration only when the disparity is so extreme that enforcement would be inequitable; a price below fair market value, without more, is not enough.
- Mutual mistake requires proof both parties shared the same mistaken belief regarding a material contract term; a plainly stated price term defeats a claim that both parties were mistaken about the price.
- Unilateral mistake does not justify rescission where the mistake is not excusable in light of clear contract terms and the circumstances of signing, and where equitable prerequisites for relief are not met.
- Contractual attorney’s fees provisions are enforceable according to their terms when the party entitled to fees prevails.

## Conclusion

The court enforced the land sale contract by specific performance and upheld contractual fee shifting, concluding that the seller’s asserted misunderstanding of a conspicuous price term did not establish rescission-worthy mistake or inequity, and that a buyer’s exclusive broker has no common-law duty to inform an unrepresented seller that the deal is below market.


Greif v. Sanin, 289 Cal. Rptr. 3d 484 (Cal. Ct. App. 2022)