Commission Entitlement Survives Buyer Non-Payment When Seller’s Own Breach Scuttles the Deal:
First Circuit Extends Florida’s “Ready, Willing, and Able” Doctrine Beyond Real-Estate Brokerage

Introduction

Moncada Alaniz v. Bay Promo, LLC (1st Cir. July 2 2025) emerges from the pandemic-fuelled personal-protective-equipment (PPE) gold-rush of spring 2020. Bay Promo, a Tampa-based distributor, hired Massachusetts college student Arely Nicolle Moncada Alaniz as a “sales distribution officer” under a 30-day written Commission Agreement. While the relationship lasted barely three weeks, it produced one multi-million-dollar mask contract for New York City (the “New York Order”) plus nine additional orders (Contour in Kansas City and eight Cravens-related orders for national corporate customers). When the New York Order imploded—because Bay Promo shipped late and with non-certified masks—New York refused to pay the remaining balance. Bay Promo in turn refused to pay Moncada further commission; litigation ensued. After a bench trial the district court:

• Ordered Bay Promo to pay Moncada a 6 % commission on the New York Order (US $218,400); and
• Rejected Moncada’s claim to commissions on the nine later orders.

Both sides appealed. The First Circuit (Thompson, J.) affirmed in full, but in doing so clarified an important point of Florida contract law: an agent’s contractual right to commission vests when the buyer is ready, willing, and able to perform, and is not defeated by the seller’s subsequent breach—even outside the real-estate context in which the rule was traditionally applied.

Summary of the Judgment

1. Bay Promo’s appeal failed entirely. The Court:
• Found no abuse of discretion in admitting Spanish-language exhibits or in the trial judge’s handling of deposition-designation objections;
• Deemed Bay Promo’s factual attacks undeveloped and therefore waived;
• Upheld the finding that Bay Promo breached the New York Order by late delivery and by supplying masks from a non-certified factory, excusing Denim & More’s non-payment;
• Applied Florida’s Knowles v. Henderson doctrine to hold that Moncada earned her commission once she produced a “ready, willing, and able” purchaser, notwithstanding Bay Promo’s later default.

2. Moncada’s cross-appeal also failed. The Court:
• Affirmed that no express contract existed for commissions on the other nine orders;
• Rejected equitable (quantum-meruit / unjust-enrichment) relief because Moncada did not personally perform sales-generating services on those orders.

Analysis

Precedents Cited and Their Influence

• Knowles v. Henderson, 22 So.2d 384 (Fla. 1945) – the cornerstone. Originally a real-estate brokerage case, it holds that a broker’s commission is payable when the broker presents a ready, willing, and able buyer and the seller’s own conduct causes the sale to fail. The First Circuit extends this logic to commercial-goods commission agreements.
• Walker & McClelland v. Chancey, 117 So. 705 (Fla. 1928) – cited in Knowles; reiterates that one may not rely on non-occurrence of a condition precedent that one has prevented.
• Multiple First Circuit evidentiary cases (Crowe v. Bolduc; Rodríguez v. Señor Frog’s; Dimanche) guided the waiver/objection rulings.
• Florida contract-formation authorities (St. Joe Corp. v. McIver; Suarez Trucking v. Souders) informed the “meeting-of-the-minds” analysis rejecting Moncada’s extra commissions.

Legal Reasoning

1. Choice-of-Law – The Commission Agreement selected Florida law; the parties reaffirmed that choice on appeal, so the First Circuit applied Florida substantive rules.
2. Commission Trigger – The Agreement was silent on whether payment required Bay Promo’s receipt of the sale proceeds. The Court, adopting Knowles, held that even if such a condition were implied, Bay Promo’s own breach excused the buyer’s non-payment and could not be used to defeat Moncada’s earned commission.
3. Fact-Finding Deference – Clear-error review shielded the district court’s credibility calls (e.g., rejecting Bay Promo’s “late produced” FDA certificates). The record showed:
   • Delivery missed the April 1 deadline;
   • Masks came from Dong Yang, a factory never certified to the buyer in advance.
   Therefore Bay Promo, not Denim & More, breached first.
4. No Subsequent Contracts – Text-message excerpts were ambiguous; Arguello’s “Yes. Send them the quote.” lacked the essential terms or unequivocal assent required for contract formation. The original Agreement expressly reserved future commission rates to the CEO’s discretion, undermining Moncada’s reliance on a supposed oral deal.
5. No Equitable Restitution – For quantum meruit / unjust enrichment Moncada had to prove she personally conferred a benefit. The later orders materialised through Parrish and Cravens without her negotiating effort; ordinary employee tasks are compensated by salary already paid (≈US $41k). Hence retaining the benefit was not inequitable.

Impact of the Decision

1. Broader Application of “Ready, Willing, and Able”. Courts applying Florida law can now cite a federal appellate decision for the proposition that the doctrine is not confined to real-estate commissions. It governs any commission-based relationship unless contract language clearly conditions payment on consummation free of seller fault.

2. Drafting Guidance for Commission Agreements. • Principals must expressly condition commissions on actual receipt of funds if they wish to avoid liability when deals sour. • Agents should secure written addenda for subsequent transactions; reliance on informal messaging is risky.

3. Evidentiary Practice Reminder. The decision underscores counsel’s duty to pursue (or forfeit) in-limine rulings and to provide English translations. Silent acquiescence waives later appellate complaints.

4. Employment & Sales-Force Litigation. The ruling may embolden sales agents (including those in product-supply, import/export, and government-contract spheres) to claim commissions even where the buyer cancels because the seller could not deliver.

Complex Concepts Simplified

• Commission Agreement – A contract promising payment to a salesperson calculated as a percentage of sales.
• Ready, Willing, and Able Buyer – A purchaser who has agreed to terms, has the funds, and stands prepared to close; the seller’s later misconduct does not negate this status.
• Contract Implied in Fact – An agreement inferred from conduct (e.g., services performed at another’s request) even though no formal contract was signed.
• Contract Implied in Law / Unjust Enrichment – A judicially created obligation to prevent one party from unfairly retaining a benefit, even absent any implied or express agreement.
• Clear-Error Review – Appellate courts overturn fact-findings only if left with a “definite and firm conviction” that a mistake was made; credibility determinations are virtually unassailable.

Conclusion

Moncada Alaniz v. Bay Promo clarifies that under Florida law—and now, persuasive First-Circuit authority—a sales agent earns commission once she produces a buyer who is ready, willing, and able, and the seller cannot avoid payment by defaulting on its own obligations. The Court simultaneously reminds agents that each new deal generally requires a new contract or at least unequivocal assent if additional commissions are desired. In broader perspective, the judgment fortifies the protective canopy over commission-based workers and signals to principals the drafting precision necessary to shift risk of non-payment. Finally, it delivers procedural lessons on evidentiary objections and language translations that litigators would be well-advised to heed.