Professional Documents
Culture Documents
No. 14-1454
Virginia
L.P., a
limited liability
Virginia limited
Defendants - Appellees.
Appeal from the United States District Court for the Eastern
District of Virginia, at Alexandria.
Anthony J. Trenga,
District Judge. (1:13-cv-01011-AJT-JFA)
Argued:
Decided:
April 8, 2015
Jones
Lang
LaSalle
Americas,
Inc.
Buildings,
L.P.
(collectively,
Hoffman),
on
JLLs
to
help
Hoffman
secure
federal
government
lease
in
On appeal,
forfeiture
of
JLLs
commission.
For
the
reasons
that
I.
A.
JLL is a real estate business that, at all times relevant
here, had a firm license issued by the Virginia Real Estate
Board.
Virginia.
Hoffman
owns
tracts
of
real
property
in
Alexandria,
(the
Property).
JLLs
Section
services
directed
alia,
strategy
[a]ssist
for
with
positioning
4.12
of
towards
the
Agreement
obtaining
U.S.
the
development
Property
for
of
an
overall
site/building
[Government]
lease
award
to
[Hoffman].
J.A.
39.
The
identify
Hoffman.
and
pursue
federal
leasing
opportunities
for
J.A. 483-85.
JLL hired
and
he
did
employed by JLL.
not
obtain
J.A. 486-87.
salespersons
license
while
for
lease
for
site
to
house
the
new
national
JLL
and on June 7, 2013, the GSA delivered the signed NSF lease to
Hoffman and issued a public announcement of the award.
Hoffman
will receive a total base rent of more than $330 million over
the 15-year term of the NSF lease.
J.A. 19.
B.
The parties began disagreeing over JLLs commission shortly
after the NSF lease was signed.
base
rent,
an
amount
totaling
approximately
$6.62
million
in
commission
payments.
During
the
course
of
was
entitled
to
recover
the
commission
forth
in
the
Agreement because JLL procured the NSF lease and the Agreement
was
in
effect
during
the
course
of
JLLs
leasing
efforts.
estate
salesperson,
was
critical
to
JLLs
NSF
leasing
motion
for
summary
efforts.
The
district
judgment.
to
have
court
granted
Hoffmans
centrally
real
estate
involved
in
salespersons
the
activities
license
that
because
led
to
he
was
Hoffmans
As to the consequences of
J.A.
II.
We review de novo a district courts grant of a motion for
summary judgment, construing all facts and making all reasonable
inferences
in
favor
of
the
non-moving
6
party.
Millennium
Inorganic Chems. Ltd. v. Natl Union Fire Ins. Co., 744 F.3d
279, 285 (4th Cir. 2014).
III.
JLL
argues
concluding
on
that
appeal
that
Turowskis
the
district
participation
in
court
the
erred
NSF
in
leasing
and
prohibited
consequently,
from
receiving
in
any
JLL
nor
contractual
real
estate
Agreement
determining
commission
that
JLL
was
under
the
Agreement
was
payable
We agree.
Hoffman
dispute
that
the
obligations
licensing
in
contravention
scheme--and
unenforceable--when
of
therefore
Turowski,
who
did
the
Virginia
rendered
not
have
the
a
We
Virginia law.
no
impose[]
explicit
[a
Virginia law.
statute
total
or
judicial
prohibition
J.A. 193.
of
decision
JLLs
that
commission]
[would]
under
Absent
Grenco
Real
Estate
S.E.2d
Inv.
107,
109
Trust
(Va.
v.
Nathaniel
1977)
Greene
(emphasis
Dev.
added).
Corp.,
And
237
second,
certain.
1954).
Wallihan
v.
Hughes,
82
S.E.2d
553,
558
(Va.
reasoned that, though [p]ublic policy has its place in the law
of contracts, . . . that will-o-the-wisp of the law varies and
changes
with
the
interests,
habits,
need,
sentiments
and
fashions of the day, id., and courts are thus wary of employing
it to invalidate contracts that were valid when formed.
In the
To
whether
be
JLL
clear,
is
our
entitled
payments it seeks.
in
the
NSF
conclusion
to
the
does
$6.62
not
purport
million
in
to
decide
commission
leasing
did
not
render
the
Agreement
J.A. 178
n.3.
IV.
For the foregoing reasons, the judgment of the district
court is reversed and this matter is remanded to the district
court.
REVERSED AND REMANDED
10
to