Dual Agent Not Liable After Expiration of Purchase Agreement

On May 28, 2025, the Louisiana Court of Appeal affirmed summary judgment in favor of a dual agent sued by a buyer over the expiration of a purchase agreement for property in Mandeville, Louisiana. The buyer alleged the failed sale was caused by the agent allowing the agreement to expire, misrepresenting the status of the agreement, and failing to negotiate in good faith.

An agent owes a duty to communicate accurate information to the seller and the purchaser and may be held liable for negligent misrepresentation. An agent also owes a duty to take the necessary steps to bring a signed contract to closing within the time period designated by the contract.

In this case, a real estate agent served as a dual agent representing both the buyer and seller. The Buyer submitted an accepted offer on October 29, 2019. The purchase agreement required the sale to close before December 16, 2019, and the transaction was contingent on buyer’s ability to obtain financing. On December 6, 2019, the parties executed a written extension with a new deadline of December 30, 2019.

As of December 30, 2019, buyer was unable to obtain financing. The real estate agent, aware that the seller was not entertaining other offers, communicated with each party’s attorney about executing an updated offer from buyer. The seller’s attorney advised that an additional offer from buyer would require a nonrefundable deposit, so the agent prepared a draft updated offer according to those terms. Buyer and his attorney received the updated draft offer from the dual agent on December 30, but the buyer failed to sign the updated offer. On January 10, 2020, the agent emailed the buyer claiming they could still make the sale work if buyer desired. On January 29, 2020, the agent sent a new updated draft offer for buyer’s signature. And on February 22, 2020, buyer executed the new updated offer. By that time, the seller received a higher offer from a different buyer and entered a purchase agreement that closed on April 9, 2020.

Buyer sued the agent, alleging she negligently allowed the agreement to expire, breached her fiduciary duties, misrepresented the deal's status, and colluded with the seller. Buyer argued the agent breached her fiduciary duties by waiting until the last minute to attempt to extend the purchase agreement and by failing to explain the consequences of allowing the purchase agreement to expire. Seller also asserted the dual agent committed fraud by advising the buyer that the sale could still proceed in the aftermath of the expiration.

The appellate court found no evidence that the buyer was prepared to close before expiration or that the agent intentionally allowed the agreement to expire to seek a higher bid. The court found that despite the agent’s repeated efforts to have the buyer sign the new offer, he failed to submit the executed offer until a better offer was received two months later. Because no other offers were incoming, the agent’s communications about the likelihood of acceptance were made in good faith. The court emphasized that even if the buyer submitted the offer prior to expiration, the seller was under no obligation to accept the offer. The court found that buyer was at fault for failing to sign the updated offer on Dec. 30, which could have prevented the sale to the other buyer. Unable to prove any factual support that the dual agent breached any fiduciary duties, the court affirmed judgment in favor of the agent.

Alden v. Rice , 2024 CA 0721 (La. App. 1st Cir. 2025)
The opinion is not published in any official reporter; there may be citation or authoritative restrictions.