On December 19, 2024, the First Department issued a decision in Cantor Fitzgerald & Co. v. ObvioHealth Pte Ltd., 2024 NY Slip Op. 06421, holding that an agreement was not sufficiently specific to create an exclusive right to sell, explaining:
The court should have granted defendants’ cross-motion for summary judgment. Plaintiff’s argument that the parties’ letter agreement gave it an exclusive right to sell is unavailing. To create an exclusive right to sell, a contract must clearly and expressly provide that a commission is due upon sale by the owner or exclude the owner from independently negotiating a sale. The agreement here lacks express language excluding a direct conveyance by defendants, nor is that a necessary implication of its terms. The agreement’s language requiring defendants to inform plaintiff if contacted about potential transactions is insufficient to create an exclusive right to sell. Moreover, plaintiff fails to show that the agreement’s tail provision, entitling plaintiff to a fee for efforts at procuring a transaction during its engagement even if the transaction were completed only after the termination of that engagement, necessarily implied that the parties intended to create an exclusive right to sell.
(Internal quotations and citations omitted).