Unpaid Commission? Get Clear Answers on Your Real Estate Dispute

You may have received a demand for a commission on a commercial sale. Or you may think a broker has no right to the fee. Understanding where you stand is a sensible first step in any business dispute.

Whether a commission is owed usually depends on the written deal terms, what the broker actually did, and the paper trail. This page explains how a real estate commission lawsuit in Florida works and what to gather first.

What a Commercial Real Estate Commission Lawsuit Is

A commercial real estate commission lawsuit is a court case over who must pay a broker’s fee on a sale of business or investment property. Usually a broker or brokerage firm sues to collect. The defendant is often the seller, the buyer, or another brokerage. Sometimes the owner sues to avoid paying.

Commercial deals raise issues that many home sales do not:

• Larger fees, so more money is at stake.
• More parties, such as a listing broker, a buyer’s broker, and the owner.
• Splits between brokerages, often called co-brokerage arrangements.
• Longer timelines, with due diligence, financing, and closings that can stretch for months.

Questions about licensing can arise in commercial disputes involving brokers. Where a case is filed also matters. Florida law says actions may be brought only in the county where the defendant resides, where the cause of action accrued, or where the property in litigation is located, but this rule does not apply to actions against nonresidents (Fla. Stat. § 47.011). For a Tampa-area property, that can mean Hillsborough County. The right county depends on the parties and the facts.

When a Commission Is Generally Owed

Disputes over commissions often turn on the terms of the parties’ agreement and the work the broker performed. The written terms come first.

The listing or brokerage agreement

The signed agreement is the starting point. It should set the rate, state whether the listing is exclusive, and explain when the commission is earned. Read those terms closely, because one phrase can change the result.

Procuring cause

Commission disputes often raise questions about what role each party played in the transaction. Courts look at the facts, including introductions, showings, and negotiations. The answer depends on what happened in each deal.

Ready, willing, and able versus closing

Some clauses pay when the broker finds a buyer who is ready, willing, and able to buy on the listed terms. Others pay only when the deal closes. Know which one you signed, because it changes what the broker must prove.

Tail clauses

A tail clause may reach a buyer the broker introduced during the listing, even if the sale closes after the listing ends. Its length and reach depend on the exact wording.

Oral agreements and emails

A deal can be oral, but proof gets harder. An oral contract must still meet the basic contract rules: an offer, an acceptance, consideration, and essential terms stated clearly enough (St. Joe Corp. v. McIver). Emails and texts often fill that gap.

Common Claims and Defenses

The most common claims seek unpaid commission under a brokerage agreement, or payment for a benefit when no agreement covers the fee.

• Breach of the brokerage agreement. The broker says the contract’s terms were not honored.
• Unjust enrichment. To state this claim in Florida, a plaintiff must allege a benefit conferred, the defendant’s appreciation of it, and its acceptance and retention in circumstances that make keeping it without payment inequitable (Pincus v. American Traffic Solutions). Where an express contract covers the same subject, this claim generally will not support recovery (Williams v. Johnson).
• Co-brokerage split claims. A cooperating broker may dispute how a commission is divided with the listing broker.

Common defenses include these:

• The deal closed without the broker’s involvement.
• The listing expired before the buyer came in.
• The buyer never closed.
• The commission was already paid.

Commission money is often held in escrow while a dispute is pending. Release usually requires the parties’ agreement or a decision by a court or arbitrator. Some cases also add fiduciary duty or fraud claims. Those carry their own proof, so they need separate review.

Documents and Facts to Gather Early

Gather the signed listing agreement first, because every other record gets measured against its terms.

• Signed listing agreement, amendments, renewals, and termination notices.
• Letters of intent, offers, purchase contracts, and closing statements.
• Emails, texts, and call logs showing introductions, showings, and negotiations.
• Marketing records and tour sign-in sheets showing who saw the property and when.
• Escrow records and any payment or split agreements between brokers.
• A timeline of first buyer contact, listing start and end dates, and the closing date.

Keep originals in their native form. Don’t delete or edit messages. Save each item with its date, and note who sent it and who received it. A short, dated timeline written now helps your review later.

How These Disputes Are Resolved

A commission dispute can settle at any stage. The usual path runs from demand to negotiation to mediation, arbitration, or court.

1. Demand and review. Compare the demand to the agreement, the communications, and the closing file.
2. Negotiation. The parties often narrow the amount or the split before anyone files.
3. Mediation. On one party’s request, a court must refer most filed civil actions for money damages to mediation. Under Fla. Stat. § 44.102(2)(a), a court, under rules adopted by the Supreme Court, must upon request of one party refer to mediation any filed civil action for monetary damages, provided the requesting party is willing and able to pay the costs of the mediation or the costs can be equitably divided between the parties, unless one of the statute’s listed exceptions applies. Those exceptions include an action filed for the purpose of collecting a debt and an action in which the parties have agreed to binding arbitration. The requesting party must be willing and able to pay the mediation costs, or those costs must be equitably divided (Fla. Stat. § 44.102).
4. Arbitration. A written agreement to arbitrate is generally enforceable under Florida law, subject to grounds that can void any contract (Fla. Stat. § 682.02). The court decides whether that agreement exists.
5. Litigation. In circuit court, the case moves through pleadings, discovery, depositions, and motions. It usually takes longer than mediation, and the schedule depends on the court and the discovery needed.

Deadlines matter. Florida’s statutes of limitations set filing periods that differ by claim type (Fla. Stat. § 95.11). A contract clause that shortens that period is void (Fla. Stat. § 95.03). Review the file early, before the window closes.

How Our Firm Handles a Commission Dispute

Ayala Law PA focuses on business litigation, contract disputes, and real estate litigation in Florida courts and arbitration. Eduardo A. Maura is the responsible lawyer for this page.

• Early case review. We read the agreement, the communications, and the closing file before recommending a path.
• Practical focus. We look at the paper trail and the timing first, because those often decide whether a commission claim holds up.
• Clients on either side. We work with brokers, brokerage entities, owners, and buyers facing a commission claim.
• Service area. We serve businesses in Tampa, Hillsborough County, Brandon, Riverview, Plant City, Temple Terrace, and the wider Tampa Bay area. Our office is at 1646 W Snow Ave in Tampa, Florida.
• Referrals. If your matter may be referred to another lawyer or firm, we will tell you.
• Fees. We explain fee and cost terms when you call.

Frequently Asked Questions

Talk With Our Team About Your Commission Dispute

Talk with us before a deadline passes if a broker has demanded a commission on a commercial sale, or a deal closed after your listing ended. Call (305) 570-2208 to discuss your listing agreement, closing file, and timeline, or send a message through our contact page.