Court of Appeals of Illinois, First District, First Division
CHARNA HALPERN, Plaintiff-Appellant and Counterdefendant-Appellant,
TITAN COMMERCIAL LLC and BEN ROSENFIELD, Defendants-Appellees and Counterplaintiffs-Appellees.
from the Circuit Court of Cook County, No. 13-CH-17139; the
Hon. Raymond Mitchell, Judge, presiding.
Q. Butler, Cornelius E. McKnight, Bryan T. Butcher, and
Nathan P. Karlsgodt, of McKnight, Kitzinger & Pravdic
LLC, of Chicago, for appellant.
Manic, of Schain, Banks, Kenny & Schwartz, Ltd., of
Chicago, for appellees.
JUSTICE SIMON delivered the judgment of the court, with
opinion. Justices Harris and Mikva concurred in the judgment
1 This case arises out of a dispute over a real estate
broker's commission. Defendants Titan Commercial LLC
(Titan) and its principal Ben Rosenfield filed a broker's
lien against a property. Plaintiff Charna Halpern filed a
complaint to extinguish the lien as improper. In turn,
defendants filed a counterclaim seeking payment of their real
estate broker's commission. Following a bench trial, the
trial court awarded defendants a $50, 000 commission and
denied plaintiff's claim for attorney fees. We affirm.
3 Plaintiff is the owner of iO Theatre, a comedy club that
she leased near Wrigley Field for nearly 25 years. Plaintiff
was looking to purchase a building to continue to operate her
club at a different location. In May 2010, plaintiff began
working with defendants who specialize in off-market
properties. An off-market property, also known as a pocket
listing, is a property not marketed to the public for sale,
but known to the broker based on the broker's preexisting
relationship with the owner or landlord. Generally, when
dealing with an off-market property, the broker approaches
the building owner, explores the owner's inclination to
sell, and builds up a relationship that leads up to the
owner's willingness to sell the property. Other brokers
do not know about the availability of these properties.
Defendants informed plaintiff about the confidential nature
of an off-market property and how they would be the only
broker involved in the transaction.
4 Defendants showed plaintiff a number of properties. On June
22, 2010, defendants showed plaintiff an off-market property
at 1501 N. Kingsbury (Kingsbury property) in Chicago.
Defendants had several meetings with the owner of the
Kingsbury property a few months prior to speaking with
plaintiff about it. At the end of the showing, plaintiff and
the owner of the Kingsbury property discussed a potential
transaction and a selling price. The owner requested that
plaintiff submit an offer to him.
5 Following the showing, defendants assisted plaintiff to
find a parking solution in the event that she would purchase
the Kingsbury property. Defendants arranged another showing
on June 25, 2010, where plaintiff's architect toured the
property to evaluate the costs of converting the building
into a theater. Defendants also obtained the full set of
plans for the building on the property, information about the
existing leases, and researched whether the zoning was
appropriate for her comedy club. These efforts allowed
plaintiff and her architect to determine that the Kingsbury
property was financially feasible for plaintiff's needs.
6 On July 15, 2010, plaintiff, through Titan, submitted a
letter of intent containing plaintiff's offer of $1.7
million to purchase the Kingsbury property. The letter stated
that Titan would receive a commission and that the seller
would be responsible for the payment of it to Titan. In the
beginning of October 2010, plaintiff increased the offer to
$2.8 million. Plaintiff intended to purchase the property
vacant without the tenants. Rosenfield advised plaintiff that
if she wanted the property vacant, based on his conversations
with the owner, she could not purchase the property until the
middle of 2012.
7 After submitting the offer, plaintiff instructed defendants
to maintain contact with the owner and to make sure that no
one else would buy the property. From 2010 to 2012,
defendants stayed in contact with the owner of the Kingsbury
property and showed him several properties the owner could
potentially purchase with the proceeds from his sale of the
Kingsbury property to plaintiff. In December 2010, plaintiff
assured Rosenfield in an e-mail that she understood that the
Kingsbury property was Titan's deal and no other
8 Plaintiff looked at various properties using other brokers,
but she continued to maintain her interest in purchasing the
Kingsbury property. Throughout 2012, she continued to
negotiate the purchase of the Kingsbury property with the
assistance of Justin Cozart, an employee of the Private Bank.
In an e-mail from May 2012, he advised her, "[p]lease
try to keep this quiet until we have our deal ...