Extending the “Ready-Willing-Able” Doctrine to Commercial Sales Commissions
A Comprehensive Commentary on Moncada Alaniz v. Bay Promo, LLC, 1st Cir. 2025

1. Introduction

The COVID-19 pandemic triggered a frantic global market for personal protective equipment (“PPE”). In this charged context, Bay Promo, LLC, a Florida-based distributor, enlisted Massachusetts undergraduate Arely Nicolle Moncada Alaniz to help funnel orders from her contacts. A brief, 30-day written commission agreement paid her 6 % of a single $3.64 million mask order for New York City. When the broader relationship collapsed, each side sued the other. The District Court for the District of Massachusetts held a bench trial and awarded Moncada a commission on the original New York order but nothing more. Both parties appealed.

On 2 July 2025 the First Circuit (Barron, C.J.; Thompson & Rikelman, JJ.) affirmed in all respects. The opinion is dense, spanning evidentiary wrangles, contract formation, and equitable doctrines, but its lasting importance is the Court’s extension of Florida’s real-estate “ready, willing, and able buyer” rule (Knowles v. Henderson, 1945) to non-real-estate commercial sales commissions. The panel also clarifies appellate preservation rules for untranslated exhibits and pink-highlighted objections, and underscores the demanding proof required to imply contracts in fact or law.

2. Summary of the Judgment

• Evidentiary Issues: Bay Promo waived complaints about untranslated Spanish exhibits and unruled deposition objections by failing to seek clarifications or rulings below.
• Breach of the Written Commission Agreement: Bay Promo’s own breach of the underlying PPE supply contract (late, non-conforming masks) excused the buyer’s final payment but did not defeat Moncada’s commission. She receives \$218,400 (6 % of \$3.64 million minus advances).
• No Further Express Contracts: The Court upheld the finding that texting “Yes, send the quote” and similar messages never created new commission contracts—no clear mutual assent, no essential terms.
• No Implied-Contract Recovery: Moncada provided no cognizable, uncompensated “benefit” on later deals; mere referral chains and routine employee duties do not trigger quantum-meruit or unjust-enrichment liability.
• Relief: Judgment affirmed; each party bears its own appellate costs.

3. Analysis

3.1 Precedents Cited and Their Influence

1. Knowles v. Henderson, 22 So.2d 384 (Fla. 1945) – Ready-Willing-Able Buyer Rule
   Historically limited to real-estate brokers: once the broker produces a buyer ready, willing, and able to close, the commission vests unless the seller’s own default scuttles the deal.
   • First Circuit import: Applied to a mask-supply contract, not real estate, thereby enlarging the doctrine’s reach within Florida law for commission disputes outside property transactions.
2. Rule 103(b) Fed. R. Evid. & Advisory Notes – Preservation of Evidentiary Error
   Emphasised counsel’s duty to confirm whether objections are definitively ruled on, or risk forfeiture.
3. Gener-Villar v. Adcom, 417 F.3d 201 (1st Cir. 2005) – Translation requirement.
   Combined with 1st Cir. R. 30.0(e), used to warn counsel that untranslated documents are ordinarily inadmissible, yet here opposing counsel expressly waived the issue, invoking “invited-error” doctrine.
4. Florida contract & restitution cases: Suarez Trucking (2022) on mutual assent; F.H. Paschen (2021) and Com. Partnership 8098 on implied contracts; St. Joe Corp. v. McIver (2004) on essential terms.

3.2 The Court’s Legal Reasoning

a. Commission Vests Despite Failed Closing
The written contract said only that Moncada was owed “6 % of gross sales … paid at the conclusion of each project.” Bay Promo argued “conclusion” required its receipt of the buyer’s full price. The Court sidestepped that ambiguity by holding Bay Promo’s own breach prevented the buyer’s performance, invoking Knowles’ equitable maxim: “He who prevents performance cannot rely on the non-occurrence of the condition.” Thus Denim & More remained a ready, willing, and able purchaser; Moncada’s commission stood.

b. No Subsequent Contracts
Texts like “Yes. Send them the quote” lacked a definite promise to pay 6 %. Florida law demands objective mutual assent on essential terms; incidental silence or ambiguity defeats contract formation. The panel also endorsed the trial judge’s credibility calls regarding Spanish-language chats.

c. No Implied Contract or Unjust Enrichment
A benefit must be personally conferred by the claimant. Once Parrish and Cravens continued ordering directly, any additional sales stemmed from Bay Promo’s own efforts. The law sets a “tougher burden” on one who relies on implication rather than drafting clear agreements.

3.3 Likely Impact of the Decision

• Expanded Doctrine: Florida’s ready-willing-able rule now authoritatively applies (at least in the First Circuit’s view of Florida law) beyond real estate, influencing commission disputes in wholesale, brokerage, and sourcing arrangements.
• Contract Drafting: Start-up “handshake” ventures, especially pandemic-era PPE deals, must articulate when commissions vest and whether buyer default nullifies payment. Employers cannot evade commissions simply by breaching downstream supply obligations.
• Litigation Practice: Practitioners should:
  • Obtain certified translations or written waivers.
  • Seek explicit in-limine rulings; silence equals forfeiture.
  • Expect strict scrutiny of WhatsApp/WeChat snippets as contract evidence.
• Equitable Claims: The opinion underscores that routine employee tasks and chain-referral goodwill seldom support quantum-meruit recovery absent explicit employer inducement.

4. Complex Concepts Simplified

• Ready, Willing, and Able Buyer: A buyer prepared to perform all contractual obligations immediately. If the seller’s breach blocks the transaction, courts treat the buyer as having performed, preserving the intermediary’s commission.
• Contract Implied in Fact (Quantum Meruit): A true contract proved by conduct rather than writing; requires evidence of an implied promise to pay fair value for services specifically requested or knowingly accepted.
• Contract Implied in Law (Unjust Enrichment): Not a contract at all; an equitable restitution remedy when one party unfairly retains a benefit conferred by another.
• Plain-Error vs. Abuse-of-Discretion Review: – Plain error (rare, for unpreserved issues) requires obvious, outcome-determinative mistakes.
  – Abuse of discretion is used for preserved evidentiary rulings; reversal only if the trial court’s decision was manifestly unreasonable.

5. Conclusion

Moncada Alaniz v. Bay Promo cements a key principle: a seller who torpedoes its own deal cannot deny a commission by pointing to the buyer’s resulting non-payment, extending a seventy-year-old real-estate doctrine into ordinary commercial contracts. The case also serves as a procedural primer on evidentiary preservation and a cautionary tale about relying on informal messaging to create multimillion-dollar compensation rights. Going forward, counsel advising sales agents, distributors, and start-ups should draft explicit vesting clauses and resist assumptions that “rain-maker” status alone guarantees payment. The First Circuit’s opinion reinforces the broader legal message: clarity in contracting remains the surest protection, while equitable safety nets are narrow and demanding.