UNPUBLISHED

UNITED STATES COURT OF APPEALS

FOR THE FOURTH CIRCUIT

No. 14-1454

JONES LANG LASALLE AMERICAS, INC., a Maryland corporation,

Plaintiff - Appellant,

v.

THE HOFFMAN FAMILY, LLC, a Virginia limited liability 

company; HOFFMAN BUILDINGS, L.P., a Virginia limited 

partnership,

Defendants - Appellees.

Appeal from the United States District Court for the Eastern

District of Virginia, at Alexandria. Anthony J. Trenga, 

District Judge. (1:13-cv-01011-AJT-JFA)

Argued: January 28, 2015 Decided: April 8, 2015

Before SHEDD, DUNCAN, and KEENAN, Circuit Judges.

Reversed and remanded by unpublished opinion. Judge Duncan 

wrote the opinion, in which Judge Shedd and Judge Keenan joined.

ARGUED: Stephen Michael Sayers, HUNTON & WILLIAMS LLP, McLean, 

Virginia, for Appellant. John Donley Adams, MCGUIREWOODS LLP, 

Richmond, Virginia, for Appellees. ON BRIEF: Thomas J. Cawley, 

Julie M. Peters, HUNTON & WILLIAMS LLP, McLean, Virginia, for 

Appellant. Jodie N. Herrmann, Charlotte, North Carolina, Brian 

D. Schmalzbach, MCGUIREWOODS LLP, Richmond, Virginia, for 

Appellees. 
2

Unpublished opinions are not binding precedent in this circuit.
3

DUNCAN, Circuit Judge:

Plaintiff-Appellant Jones Lang LaSalle Americas, Inc. 

(“JLL”), appeals the district court’s entry of summary judgment 

in favor of Defendants-Appellees The Hoffman Family, LLC, and 

Hoffman Buildings, L.P. (collectively, “Hoffman”), on JLL’s 

breach of contract claim. JLL claims that Hoffman owes it $6.62 

million in commission payments under a contract in which JLL 

agreed to help Hoffman secure a federal government lease in 

exchange for a percentage of the tenant’s base rent. On appeal, 

JLL argues that the district court erred in concluding that a 

JLL employee involved in the leasing efforts was required to 

have a Virginia real estate salesperson’s license, and that the 

consequence of the employee’s failure to be so licensed was a 

total forfeiture of JLL’s commission. For the reasons that 

follow, we reverse the district court’s determination that, as a 

matter of law, JLL was precluded from recovering any commission 

under the lease agreement, and remand for further proceedings.

I.

A.

JLL is a real estate business that, at all times relevant

here, had a firm license issued by the Virginia Real Estate 

Board. Hoffman owns tracts of real property in Alexandria, 

Virginia. In August 2007, Hoffman and JLL signed a leasing 
4

agreement (the “Agreement”). In the Agreement, Hoffman retained

JLL to act as the exclusive leasing agent for landholdings that

included property located at 2401 Eisenhower Avenue, Alexandria, 

Virginia (the “Property”). Section 4.12 of the Agreement

addressed JLL’s services directed towards obtaining U.S. 

Government leases for Hoffman. This section required JLL to, 

inter alia, “[a]ssist with the development of an overall 

strategy for positioning the Property for site/building 

selection by the Government” and “[a]ssist in the negotiation of 

the [Government] lease award to [Hoffman].” J.A. 39. The

Agreement also provided that, if JLL’s efforts resulted in the 

lease of any of these properties, JLL would be entitled to a 

commission equal to 2% of the lease’s base rent.

JLL assembled a Government Investor Services (“GIS”) group 

to identify and pursue federal leasing opportunities for 

Hoffman. As a part of that effort, JLL hired Arthur M. Turowski 

after he retired from the U.S. General Services Administration 

(“GSA”) in or around October 2007. J.A. 483-85. JLL hired 

Turowski to advise JLL’s GIS team on matters related to the GSA 

and the federal lease procurement process. Turowski was not a 

licensed Virginia real estate salesperson when he joined the GIS 

team, and he did not obtain a salesperson’s license while

employed by JLL. J.A. 486-87.
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On April 7, 2011, the GSA solicited Expressions of Interest 

(“EOI”) for a lease for a site to house the new national 

headquarters of the National Science Foundation (“NSF”). JLL 

identified the Property as a candidate for the NSF lease and 

assisted Hoffman in presenting the Property to the GSA.

The GSA selected Hoffman for the award of the NSF lease on 

May 15, 2013. On May 23, 2013, Hoffman signed the NSF lease, 

and on June 7, 2013, the GSA delivered the signed NSF lease to 

Hoffman and issued a public announcement of the award. Hoffman 

will receive a total base rent of more than $330 million over 

the 15-year term of the NSF lease. J.A. 19.

B.

The parties began disagreeing over JLL’s commission shortly 

after the NSF lease was signed. JLL claimed that, under the 

Agreement, Hoffman owed JLL a commission equal to 2% of the NSF 

lease’s base rent, an amount totaling approximately $6.62 

million. Hoffman asserted that it owed JLL a total commission 

of $1 million, based on what it claimed were oral agreements 

reflected in written submissions made to the GSA and elsewhere. 

The parties were unable to resolve this dispute, and JLL filed 

an action for breach of contract on August 16, 2013, seeking

$6.62 million in commission payments. During the course of 

discovery, Hoffman learned that Turowski was not a licensed real 

estate salesperson.
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Both parties moved for summary judgment. JLL claimed that

it was entitled to recover the commission set forth in the 

Agreement because JLL procured the NSF lease and the Agreement 

was in effect during the course of JLL’s leasing efforts. 

Hoffman argued in relevant part that, as a matter of public 

policy, JLL could not recover any commission that might have 

been payable under the Agreement because Turowski, an unlicensed 

real estate salesperson, was critical to JLL’s NSF leasing 

efforts.

The district court granted Hoffman’s motion for summary 

judgment. The court first concluded that Turowski was required 

to have a real estate salesperson’s license because he was 

centrally involved in the activities that led to Hoffman’s 

successful bid for the NSF lease. As to the consequences of 

that requirement, the district court concluded “based on public 

policy declared by the Virginia courts” that “Turowski’s failure 

to have a license preclude[d] JLL[], as well as Turowski, from 

receiving any commission with respect to the NSF lease.” J.A. 

193. JLL timely appealed.

II.

We review de novo a district court’s grant of a motion for 

summary judgment, construing all facts and making all reasonable 

inferences in favor of the non-moving party. Millennium 
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Inorganic Chems. Ltd. v. Nat’l Union Fire Ins. Co., 744 F.3d 

279, 285 (4th Cir. 2014). Summary judgment is appropriate only 

when the moving party shows that “there is no genuine dispute as 

to any material fact and the movant is entitled to judgment as a 

matter of law.” Fed. R. Civ. P. 56(a).

III.

JLL argues on appeal that the district court erred in 

concluding that Turowski’s participation in the NSF leasing 

efforts rendered the Agreement unenforceable on public policy 

grounds, and consequently, in determining that JLL was 

prohibited from receiving any commission payable under the 

Agreement as a matter of law. We agree.

Neither JLL nor Hoffman dispute that the Agreement was 

valid when formed. Instead, Hoffman contends that JLL performed 

its contractual obligations in contravention of the Virginia 

real estate licensing scheme--and therefore rendered the 

Agreement unenforceable--when Turowski, who did not have a 

salesperson’s license, became involved with the transaction.1

 We 

find this argument unpersuasive because it is unsupported in 

 1 Hoffman so argues because it submits that “Turowski’s 

extensive participation in the NSF lease transaction rendered 

him a ‘real estate salesperson’ in Virginia,” and therefore 

required him to be licensed as such. Appellee’s Br. at 17.
8

Virginia law. As an initial matter, the district court imposed 

a total forfeiture of JLL’s commission “based on public policy 

declared by the Virginia courts” despite the fact that “[t]here 

is no explicit statute or judicial decision that [would] 

impose[] [a total prohibition of JLL’s commission] under 

Virginia law.” J.A. 193. Likewise, Hoffman can point to no 

authority under Virginia law that would compel a forfeiture of 

JLL’s commission under the circumstances presented here. Absent 

Virginia cases addressing this issue, we decline to speculate 

whether Virginia courts would so hold.

While the Supreme Court of Virginia has not addressed the 

enforceability of validly formed contracts performed contrary to 

Virginia’s real estate licensing scheme, Virginia law is clear 

on two points. First, “a contract made in violation of the real 

estate licensing statutes is illegal” and unenforceable.2 Grenco 

 2 The Supreme Court of Virginia first addressed the issue of 

commission payments to unlicensed brokers and salespersons in 

Massie v. Dudley, refusing to enforce an agreement “made by an 

unlicensed person” because “its substance [was] unlawful.” 3 

S.E.2d 176, 180-81 (Va. 1939). The court has consistently 

reiterated this principle following Massie. In Harrison & 

Bates, Inc., v. LSR Corp., for example, the court held 

unenforceable a contract to split commissions made between a 

licensed corporation and an unlicensed firm. 385 S.E.2d 624 

(Va. 1989); see also Hancock, Co. v. Stephens, 14 S.E.2d 332, 

334 (Va. 1941) (holding unenforceable a contract for real estate 

commissions formed by an unlicensed corporation); State Realty 

Co. v. Wood, 57 S.E.2d 102 (Va. 1950) (holding unenforceable a 

real estate contract that provided for the payment of brokerage 

fees to an unlicensed corporation).
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Real Estate Inv. Trust v. Nathaniel Greene Dev. Corp., 237 

S.E.2d 107, 109 (Va. 1977) (emphasis added). And second,

Virginia “courts are averse to holding contracts unenforceable 

on the ground of public policy unless their illegality is clear 

and certain.” Wallihan v. Hughes, 82 S.E.2d 553, 558 (Va. 

1954). On this latter point, the Supreme Court of Virginia has 

reasoned that, though “[p]ublic policy has its place in the law 

of contracts, . . . that will-o’-the-wisp of the law varies and 

changes with the interests, habits, need, sentiments and 

fashions of the day,” id., and courts are thus wary of employing 

it to invalidate contracts that were valid when formed. In the 

absence of clear Virginia law standing for the proposition that 

a validly formed contract for real estate commissions can later 

become unenforceable through unlawful performance, we decline to 

hold the validly formed Agreement unenforceable as a matter of 

law on the grounds of public policy.3

 3 In light of this determination, and because the parties 

agree that Turowski’s involvement in the NSF leasing efforts 

began over a month after the Agreement’s valid formation, we 

need not decide whether Turowski was required to have a 

salesperson’s license. Moreover, Virginia’s General Assembly 

has delegated the authority to regulate the real estate 

profession to the Virginia Real Estate Board. See Va. Code Ann. 

§ 54.1-2105. Pursuant to this authority, the Board is empowered 

to police unlicensed real estate activity by, inter alia, 

issuing cease and desist orders and imposing civil penalties. 

Id. § 54.1-2105.2(A), (C). Thus, if Turowski was required to 

have a salesperson’s license in order to participate in JLL’s 

(continued)
10

To be clear, our conclusion does not purport to decide

whether JLL is entitled to the $6.62 million in commission 

payments it seeks. We hold only that Turowski’s participation 

in the NSF leasing efforts did not render the Agreement 

unenforceable as a matter of public policy. With this question 

of law resolved, we return the matter to the district court to 

resolve the legal and factual issues that remain in dispute, 

including whether “the parties agreed to a $1 million commission 

with respect to the NSF lease” in an oral agreement. J.A. 178 

n.3.

IV.

For the foregoing reasons, the judgment of the district 

court is reversed and this matter is remanded to the district 

court.

REVERSED AND REMANDED

 

NSF leasing efforts, it is within the Board’s discretion to 

determine the consequences of that unlicensed activity.