Is This Agreement Legally Enforceable or Not?

So, if I understand this correctly, a member of an LLC owning property signed a listing agreement with a broker in his individual capactiy, the broker brought a buyer in, but the initial contract fell through. Now, the LLC wants to sell to the buyer and not pay the broker, based on the fact that the listing agreement was with the individual member of the LLC, not the LLC.

Technically, sure, the contract was with the member, not the LLC, and the LLC owns the property. So on the surface, there is no listing agreement in place. However, taking that stance to court would be a mighty iffy proposition. (And if we're talking about a fair amount of money payable on the commission, you can expect to be in court). First, it's likely that the member signed the agreement rather than the LLC due to a mutual mistake of both parties or the member representing that he owned the property. In either case, the contract will probably be enforceable. Second, if the contract is enforceable, then seeking to benefit from the mutual mistake is likely to be viewed as engaging in bad faith and extra damages may be awarded.

Finally, you can be sure that the broker is not just going to go away based on the LLC/member contention you are making; he'll file a broker's lien. So, it is in your interest to either honor the agreement and pay a commission or negotiate some kind of buyout of the broker.

Good luck with your situation.

Disclaimer: The foregoing is not legal advice and we have no attorney-client relationship. Every case and matter is different, and I made a number of assumptions in generally discussing your situation.