Landmark Commercial Realty, Inc. v. Developers Diversified, Ltd., and W & M Properties

BOGGS, Circuit Judge,

dissenting.

A jury in this case found that plaintiff Landmark was entitled to more than $100,-000, plus interest, for real estate work that it had done pursuant to an agreement with the defendants. The only question in this case is whether an Ohio statute should be interpreted to deprive plaintiff of recompense for its agreed-upon labors. While I agree with the majority that we must enforce such an inequitable result if it is compelled by the Ohio statute, I do not find the relevant language as compelling as they do.

Ohio Rev.Code § 4735.21 clearly bars a person’s right of action or compensation for real estate work unless such person “was licensed as a real estate broker or foreign real estate dealer.” This prohibition would be perfectly clear and binding if the statute contained any specific language defining those terms, or otherwise stating clearly that they should be interpreted, to exclude a person licensed by another state. No portion of the Ohio Rev.Code, including especially § 4735.27, specifically denies the possibility of a person who is licensed to deal in real estate in another state being considered a “foreign real estate dealer.” Indeed, the very language of § 4735.01(H) defines a “foreign real estate dealer” as a person who for a fee performs certain acts “with respect to foreign real estate.” Landmark certainly did such things. It simply did not do them with respect to this deal, which concerned real estate in Ohio. I would require the statute to be clearer than it is, in order to sanction the unjust result of defendants acquiring the valuable fruits of plaintiffs labors for nothing.

While not controlling, the case of In re: Ferncrest Court Partners, Limited, 66 F.3d 778 (6th Cir.1995), indicates that we have held, in somewhat similar circumstances, that Ohio law should not be interpreted with dogmatic strictness to permit similarly unjust results. In that case, the key language permitted the payment of a commission to a “licensed foreign real estate dealer of another state,” which was held to include persons not licensed in Ohio. Id. at 781-82. By the very nature of that holding, however, we *394recognized that a person licensed to practice real estate in a state other than Ohio could indeed be considered to be a species of “licensed foreign real estate dealer.” While the statute considered in Femcrest made this result even clearer by including the language “of another state,” the omission of that phrase in this statute does not negate the interpretation implicit in Femcrest, that there are two types of “licensed foreign real estate dealers”: those who are licensed by Ohio and those who are licensed by another state. When the term is used without any qualifier, it may refer to either. If the term were meant to apply only to those so licensed by Ohio, the legislature could have said so, or added reference language such as “licensed foreign real estate dealer, in accordance with § 4735.27.”

Finally, the most mandatory portion of the Ohio Real Estate Code, § 4735.02, specifically forbids certain persons from acting “without first being licensed as provided in this chapter.” Significantly, this first paragraph of the referenced section does not include “foreign real estate dealers.” However, the very next paragraph indicates that the legislature knew about “ foreign real estate dealers,” as it forbids the employment of any such person whose license has been terminated, without any specific reference to such person being “licensed as provided in this chapter.”

Thus, both by direct interpretation and by analogy to the reasoning in Femcrest, I believe that plaintiff Landmark is not barred by the Ohio statute from receiving the fruits of its labors.

I therefore respectfully dissent.