Premier Van Schaack Realty, Inc. v. Sieg
Court of Appeals of Utah
51 P.3d 24 (2002)
Premier Van Schaack Realty (plaintiff) was owed a 7% commission from Sieg (defendant) if a sale or exchange of Sieg's real estate occurred; Sieg instead conveyed the property to a new LLC, MJTM, in exchange for a 40% membership interest, a preferential return, and MJTM's assumption of some of his debt, while retaining a substantial ownership stake and the right to block MJTM from encumbering the property. Premier demanded its commission on the $1.3 million valuation, and the trial court granted Sieg summary judgment, finding no sale or exchange because the transaction lacked consideration.
Whether a sale or exchange occurs when a property owner conveys his property to a limited liability company in which he is a member if he retains an ownership interest in the property.