Preview
Filing # 194856831 E-Filed 03/26/2024 03:51:13 PM
IN THE CIRCUIT COURT OF THE ELEVENTH JUDICIAL
CIRCUIT, IN AND FOR MIAMI-DADE COUNTY, FLORIDA
COMPLEX BUSINESS LITIGATION DIVISION
CASE NO: 2023-027749-CA-01
PARKER HOLDING GROUP INC.,
Plaintiff, CLASS REPRESENTATION
v. JURY TRIAL DEMANDED
FLORIDA ASSOCIATION OF
REALTORS, THE KEYES COMPANY,
LPT REALTY, LLC, CHARLES
RUTENBERG REALTY, INC., CHARLES
RUTENBERG REALTY – ORLANDO,
LLC, UNITED REALTY GROUP,INC,
THE K COMPANY REALTY, LLC,
FLORIDA HOMES REALTY &
MORTGAGE LIMITED LIABILITY
COMPANY, DALTON WADE, INC.,
AVANTI WAY REALTY, LLC, MVP
REALTY ASSOCIATES LLC, FLORIDA
REALTY OF MIAMI CORP., LIFESTYLE
INTERNATIONAL REALTY LLC,
WATSON REALTY CORP., PREMIERE
PLUS REALTY CO., FUTURE HOME
REALTY, INC., and MICHAEL
SAUNDERS & COMPANY,
Defendants.
____________________________________
FIRST AMENDED CLASS ACTION COMPLAINT
TABLE OF CONTENTS
I. INTRODUCTION ................................................................................................................... 1
II. JURISDICTION AND VENUE .............................................................................................. 6
III. THE PARTIES ........................................................................................................................ 6
A. Plaintiff............................................................................................................................... 6
B. Defendants .......................................................................................................................... 7
C. Co-Conspirators ................................................................................................................ 11
IV. BACKGROUND ON THE REAL ESTATE INDUSTRY .................................................. 12
A. Realtors Associations and Affiliated MLSs ..................................................................... 12
B. Broker Compensation ....................................................................................................... 15
V. DEFENDANTS POSSESS MARKET POWER IN THE MARKET FOR THE
PROVISION OF BUYER-AGENT SERVICES .......................................................................... 16
VI. ANTICOMPETITIVE AND UNFAIR TRADE PRACTICES ......................................... 18
A. The Offer of Compensation Rule .................................................................................... 18
B. Rules Against Negotiation ................................................................................................ 24
VII. DEFENDANTS PARTICIPATE IN, FACILITATE, AND IMPLEMENT THE
CONSPIRACY.............................................................................................................................. 26
VIII. EFFECTS OF THE CONSPIRACY .................................................................................. 31
IX. CLASS REPRESENTATION ALLEGATIONS ............................................................... 37
X. CLAIMS FOR RELIEF ..................................................................................................... 39
COUNT ONE: FLORIDA ANTITRUST ACT ................................................................ 39
COUNT TWO: FLORIDA DECEPTIVE AND UNFAIR TRADE PRACTICES ACT . 41
XI. REQUESTED RELIEF ...................................................................................................... 42
XII. DEMAND FOR JURY TRIAL.......................................................................................... 43
ii
I. INTRODUCTION
1. Plaintiff Parker Holding Group Inc., individually and on behalf of all others
similarly situated in Florida, brings this action against the Florida Association of Realtors (“Florida
Realtors”) and sixteen of the largest real estate brokers in Florida (collectively “Broker
Defendants”) for agreeing, combining, and conspiring to impose, implement, and enforce
anticompetitive restraints that cause home sellers in Florida to pay inflated commissions in
connection with the sale of their homes, in violation of the Florida Antitrust Act of 1980 and the
Florida Deceptive and Unfair Trade Practices Act.
2. Plaintiff and Class Members are Florida citizens who paid a broker commission
in connection with the sale of residential real estate on multiple listing services (“MLSs”) in Florida
affiliated with and governed by Florida Realtors and its regional and local associations. An MLS
is a database of properties listed for sale in a particular geographic region. The vast majority of
homes in the United States are sold through MLSs. Brokers typically must list a property for sale
on an MLS to effectively market that property. That’s because buyer-agents use MLSs to find
homes for clients looking to buy a house. The MLSs in this case are controlled by Florida Realtors
and its local realtor associations, and brokers can access the MLSs only if they agree to follow all
mandatory rules set out by the National Association of Realtors (“NAR”) and adopted by Florida
Realtors.
3. Defendant Florida Realtors is the statewide trade association for real estate
agents in Florida. Florida Realtors serves as the statewide organization for fifty-one local
associations in Florida and the dozens of local MLSs governed by those associations and Florida
Realtors (“Florida Realtor MLSs”). Florida Realtors has acted on behalf of its members to adopt,
maintain, and enforce rules from the NAR on the Florida Realtor MLSs. These rules structure
the markets for buyer-agent and broker-seller services to suppress and eliminate competition
1
throughout Florida.
4. The Broker Defendants are some of the largest real estate brokerage firms
operating in their markets in Florida. They have participated in adopting, maintaining, and
enforcing the NAR’s anticompetitive rules through the Florida Realtor MLSs and contributed
significantly to the market power of the Florida Realtor MLSs. The Broker Defendants have
agreed to adhere to those rules and require their employees and agents to do so. In doing so, they
have agreed not to compete on prices for buyer-agent services.
5. Florida Realtors and the Broker Defendants have imposed NAR’s
anticompetitive rules, policies, and practices on agents that use Florida Realtor MLSs—the MLSs
that list properties in local markets throughout Florida. The rules at the core of this case are the
offer-of-compensation rule and the rules against negotiation. The offer-of-compensation rule
provides that seller-agents listing a property on an MLS must make “blanket unilateral offers of
compensation” to the buyer-agents, “specify[ing] on each listing . . . the compensation being
offered to the [buyer-agents].” In other words, a seller must pay the buyer-agent’s commission
in a blanket offer of compensation. The rules against negotiation are a series of rules that sharply
limit the ability of the buyer, seller, or agents to negotiate that unilateral offer of compensation
for the buyer-agent. In other words, NAR’s anticompetitive rules:
a. require every home seller and seller-agent, when listing a property on an
MLS, to offer payment to the buyer’s agent, even though the buyer’s agent
is retained by the buyer;
b. require the offer of compensation to be a “blanket” offer—that is, the same
exact commission must be offered to every buyer-agent regardless of the
buyer-agent’s experience or the quality of the agent’s services;
c. require the blanket offer to be published on the MLS either as a specified
dollar amount or a specified commission amount—a requirement that
allows buyer-agents to compare the compensation they are being offered
and steer home buyers to sellers offering buyer-agents the largest
commission;
2
d. prohibit the buyer-agent from attempting to reduce the buyer-agent
commission as part of any offer for purchase;
e. prevent the seller from reducing the buyer-agent commission after an offer
to purchase the home; and
f. establish penalties, including fines or suspension or expulsion from the
MLS, for violations of these rules and create means for reporting such
violations to the MLS.
6. Through these rules, Florida Realtors and the Broker Defendants have designed
and facilitated a process for fixing buyer-agent commissions and seller-broker commissions.
They did this by creating and maintaining a forum for the seller-broker to make an offer of
compensation to buyer-agents from the sales price paid by the buyer to the seller at the time of
listing the home on the MLS—which also serves as the basis for setting the seller-broker
commission through a 50/50 split that is customary in the industry.
7. The rules are the product of agreements to suppress competition in broker
commissions made by ostensibly competing real estate brokers. Florida Realtors, the Broker
Defendants, and their co-conspirators have maintained, enforced, and adhered to the Florida
Realtor MLSs’ anticompetitive rules, policies, and practices. Florida Realtors oversees its local
realtor associations, which in turn own or operate the Florida Realtor MLSs (the engine of the
conspiracy). Florida Realtors trains its members to follow NAR’s anticompetitive rules and
instructs its members to comply with those rules, including the offer-of-compensation rule.
Florida Realtors has also established and maintained a statewide MLS program called MLS
Advantage, which is a cooperative search engine that allows Florida Realtors members to view
listings on participating MLSs throughout Florida. Through MLS Advantage, Florida Realtors
implements the same anticompetitive rules for all participants in the statewide MLS program.
8. For the purpose of inflating their commissions and increasing their profits, the
3
Broker Defendants have also agreed to participate in, facilitate, and implement the conspiracy.
The Broker Defendants have cooperated with the other Broker Defendants and other members of
Florida Realtors to achieve the common objective of maintaining the artificial and
anticompetitive structure of the market for buyer-agent commissions specifically and
commissions generally. For the conspiracy to succeed, there must remain a united front across
the Florida Realtor MLSs and the leading real estate firms in Florida and in each local market
within the state. Each of the Broker Defendants play an active role in maintaining that front
through their participation in and coordination with Florida Realtors and its regional and local
associations and MLSs. The Broker Defendants know the Florida Realtor MLS rules and support
them and acquiesce to them. They require their employees and agents to comply with them. The
Broker Defendants’ participation is essential to the scheme.
9. Florida Realtors, the Broker Defendants, and their co-conspirators collectively
possess market power in the market for buyer-agent and seller-broker services through their control
of the Florida Realtor MLSs. The Florida Realtor MLSs are the tool by which Defendants exercise
market power in Florida to maintain buyer-agent commissions and seller-broker commissions at
artificially high levels. The MLSs are expressly designed to be the “means” for members acting
as seller-brokers to “make blanket unilateral offers of compensation” to buyer-agents. See NAR
HANDBOOK ON MULTIPLE LISTING POLICY 2021 § 1; see also, e.g., STELLAR MLS RULE AND
REGULATIONS art. 01.02; MIAMI ASSOCIATION OF REALTORS, INC. MULTIPLE LISTING SERVICE
2023 POLICIES AND PROCEDURES – RULE AND REGULATIONS § I; MLS OF NAPLES, INC. MULTIPLE
LISTING SERVICE RULE AND REGULATIONS 2022 art. XIX, § 2; NORTHEAST FLORIDA MULTIPLE
LISTING SERVICE, INC. RULES AND REGULATIONS Definitions (effective May 26, 2021).
10. In a raw demonstration of market power, the Florida Realtor MLSs overturn the
4
natural order of a rational price system where home sellers and home buyers each separately
bargain and pay for the services provided to each of them.
11. The conspiracy has substantially reduced competition in the markets for buyer-
agent services and seller-broker commissions to the detriment of home sellers in Florida.
Specifically, the conspiracy enables brokers to raise, fix, and maintain real estate agent
compensation at artificially high levels that would not exist in a competitive marketplace. The
conspiracy also enables brokers to “steer” home buyers away from lower commission homes.
As a result, home sellers are harmed in at least the following ways:
a. the conspiracy has inflated the cost of buyer-agent services by inflating
buyer-agent commissions;
b. since seller-broker commissions are customarily based on a 50/50 split
with buyer-agents, inflated buyer-agent commissions in turn have inflated
seller-broker commissions; and
c. the conspiracy has reduced the quality of services provided by buyer-agents
by, for example, facilitating the steering of home buyers by their
brokers towards higher-commission homes and away from lower-
commission homes, even though such homes may otherwise match
buyers’ criteria, and by rewarding each buyer-agent with a uniform
commission, regardless of that agent’s skills or efforts.
12. In the United States and in Florida, sellers typically pay between 5% and 6% in
total commissions. In other countries with comparable real estate markets, the total commission
for both buyer-agents and seller-agents is closer to 3%. Economists have concluded that, if not
for NAR’s anticompetitive rules, commission rates in the United States would reflect the rates
paid globally. The result of NAR’s rules, those economists have explained, is an industry that
overcharges consumers tens of billions of dollars per year in commissions.
13. Plaintiff and other Class Members have each incurred substantial overcharges,
often thousands of dollars, as a result of Defendants’ conspiracy.
5
14. Defendants’ agreements individually and collectively unreasonably restrain trade
in violation of section 542.18 of the Florida Antitrust Act, see Fla. Stat. § 542.18, and section
501.204 of the Florida Deceptive and Unfair Trade Practices Act, see Fla. Stat. § 501.204.
Plaintiff, on behalf of itself and the Class, sues Defendants for such violations and seeks treble
damages, injunctive relief, and the costs of this lawsuit, including reasonable attorneys’ fees.
II. JURISDICTION AND VENUE
15. This putative class action arises from Defendants’ conduct and seeks damages
exceeding $750,000, exclusive of interest, costs, and attorneys’ fees, and includes claims regarding
Business Governance, Business Torts, and Business Transactions. This Court has subject matter
jurisdiction over Plaintiff’s claims pursuant to Fla. Stat. §§ 542.22(1), 542.30, and 26.012. This
case is subject to mandatory assignment to this Court’s Complex Business Litigation Section under
Rule 2.1 of the Complex Business Litigation Rules.
16. Venue is proper in this Court and Division pursuant to Fla. Stat. §§ 542.30 and
47.051.
17. This Court has personal jurisdiction over Defendants pursuant to Fla. Stat. § 48.193
because Defendants have (1) transacted business in Florida; (2) transacted with members of the
Class in Florida; (3) had substantial contacts with Florida; and (4) committed substantial acts in
furtherance of their unlawful scheme in Florida.
18. All conditions precedent to the institution and maintenance of this action have been
performed, excused, waived, or have otherwise occurred.
III. THE PARTIES
A. Plaintiff
19. Plaintiff Parker Holding Group Inc. is incorporated in Florida with its principal
place of business in Panama City, Florida. Plaintiff sold homes in Panama City, Florida on or
6
about February 1, 2021, May 12, 2021, November 17, 2021, March 31, 2022, and August 25,
2022. The homes were listed on the Central Panhandle MLS.
20. On or about February 1, 2021, Plaintiff sold a home at 1715 Glencoe Drive. On
or about May 12, 2021, Plaintiff sold a home at 1700 Massachusetts. On or about November 17,
2021, Plaintiff sold a home at 708 East Pine Forest. On or about March 31, 2022, Plaintiff sold
a home at 2703 West 21st. On or about August 25, 2022, Plaintiff sold a home at 101 Fox Ridge.
21. In these sales, Plaintiff paid supracompetitive rates for real estate agent services.
For example, in selling 708 East Pine Forest, Plaintiff paid 2.5% to the buyer’s agent and an
additional 2.5% to the seller’s agent under the rules adopted by the Central Panhandle MLS. But
for those rules, Plaintiff would not have made an offer of compensation to buyer’s agents to attract
potential buyers in the first place. Instead, agents would have competed on price to represent the
buyer by negotiating directly with the buyer. The total commission to seller’s agent and buyer’s
agent would have been lower on the sale of the home. Plaintiff would have only paid the
commission to the seller’s agent of 2.5% (or less) and received a higher net sales price on the
home because of the lower buyer’s agent commission.
B. Defendants
22. Defendant Florida Association of Realtors is the statewide professional trade
association for real estate agents in Florida. Florida Realtors serves as the statewide organization
for 51 local associations in Florida. When a real estate agent joins their local association to
participate in the local multiple listing service, or MLS, the real estate agent automatically becomes
a member of Florida Realtors and NAR. Florida Realtors is incorporated in Florida with its
principal place of business in Orlando, Florida.
23. Florida Realtors operates the statewide search engine MLSAdvantage for the
following Florida Realtors local realtor associations and their members in the participating local
7
MLSs: Amelia Island – Nassau County Association of Realtors; Bartow Board of Realtors; Bonita
Springs-Estero Association of Realtors; Broward, Palm Beaches & St. Lucie Realtors; Central
Panhandle Association of Realtors; Daytona Beach Area Association of Realtors; East Polk
County Association of Realtors; Emerald Coast Association of Realtors; Englewood Area Board
of Realtors; Flagler County Association of Realtors; Greater Tampa Realtors; Heartland
Association of Realtors; Hernando County Association of Realtors; Lakeland Association of
Realtors; Lake Wales Association of Realtors; Marco Island Area Association of Realtors; Martin
County Realtors of the Treasure Coast; Miami Association of Realtors; Naples Area Board of
Realtors; Navarre Area Board of Realtors; New Smyrna Beach Board of Realtors; Northeast
Florida Association of Realtors; Ocala/Marion County Association of Realtors; Okeechobee
County Board of Realtors; Orlando Regional Realtor Association; Osceola County Association of
Realtors; Pinellas Suncoast Association of Realtors; Punta Gorda-Port Charlotte-N. Port
Association of Realtors; Realtor Association of Franklin and Southern Gulf Counties; Realtor
Association of Sarasota and Manatee Realtors of Lake & Sumter Counties Inc.; Royal Palm Coast
Realtor Association; South Broward Board of Realtors; Space Coast Association of Realtors; St.
Augustine & St. Johns County Board of Realtors; Tallahassee Board of Realtors; Venice Area
Board of Realtors; West Pasco Board of Realtors; West Volusia Association of Realtors.
24. The Broker Defendants named below are members of Florida Realtors and one or
more of the above local realtor associations and their affiliated MLSs. They have participated in
the governance of those organizations and have agreed to adhere to the rules of those associations
and their MLSs. The Broker Defendants have all been represented by one or more directors on
the board of Florida Realtors during some or all of the relevant time period from December 4, 2019
8
to the present.1
25. Defendant The Keyes Company has approximately 3,336 real estate agents licensed
in Florida. The Keyes Company owns Illustrated Properties LLC. Illustrated Properties has
approximately 558 real estate agents throughout Florida. The Keyes Company is incorporated in
Florida with its principal place of business in Miami, Florida.
26. Defendant LPT Realty, LLC (“LPT Realty”) has approximately 3,671 real estate
agents licensed in Florida. LPT Realty is organized in Delaware with its principal place of business
in Lake Mary, Florida.
27. Defendants Charles Rutenberg Realty, Inc. and Charles Rutenberg Realty –
Orlando, LLC (collectively “Charles Rutenberg Realty”) have approximately 3,044 real estate
agents licensed in Florida. Charles Rutenberg Realty, Inc. is incorporated in Florida with its
principal place of business in Clearwater, Florida. Charles Rutenberg Realty – Orlando, LLC is
organized in Florida with its principal place of business in Orlando, Florida.
28. Defendant United Realty Group,Inc (“United Realty”) has approximately 3,359
real estate agents licensed in Florida. United Realty is incorporated in Florida with its principal
place of business in Plantation, Florida.
29. Defendant The K Company Realty, LLC (d/b/a LoKation Real Estate) has
approximately 2,520 real estate agents licensed in Florida. The company is organized in Florida
with its principal place of business in Pompano Beach, Florida.
30. Defendant Florida Homes Realty & Mortgage Limited Liability Company
1
Most of the Broker Defendants—including Avanti Way, Charles Rutenberg Realty, Florida
Homes Realty, Florida Realty of Miami, Future Home, The K Company (LoKation Real Estate),
Keyes Company, MVP Realty, and Watson Realty—have also been represented by one or more
directors on the board of NAR during some or all of the relevant time period from December 4,
2019 to the present.
9
(“Florida Homes”) has approximately 1,892 licensed real estate agents in Florida. Florida Homes
is organized in Florida with its principal place of business in Jacksonville, Florida.
31. Defendant Dalton Wade, Inc. (“Dalton Wade”) has approximately 1,471 real estate
agents licensed in Florida. Dalton Wade is incorporated Florida with its principal place of business
in St. Petersburg, Florida.
32. Defendant Avanti Way Realty, LLC (“Avanti Way”) has approximately 1,374 real
estate agents licensed in Florida. Avanti Way is organized in Florida with its principal place of
business in Doral, Florida.
33. Defendant MVP Realty Associates LLC (“MVP Realty”) has approximately 1,219
real estate agents licensed in Florida. MVP Realty is incorporated in Florida with its principal
place of business in Naples, Florida.
34. Defendant Florida Realty of Miami Corp. (“Florida Realty of Miami”) has
approximately 1,124 real estate agents licensed in Florida. Florida Realty of Miami is incorporated
in Florida with its principal place of business in Miami, Florida.
35. Defendant Lifestyle International Realty LLC (“Lifestyle International”) has
approximately 1,760 licensed real estate agents in Florida. Lifestyle International is organized in
Florida with its principal place of business in Miami Lakes, Florida.
36. Defendant Watson Realty Corp. (“Watson Realty”) has approximately 1,116 real
estate agents licensed in Florida. The company is incorporated in Florida with its principal place
of business in Jacksonville, Florida.
37. Defendant Premiere Plus Realty Co. (“Premiere Plus”) has approximately 1,502
real estate agents licensed in Florida. Premiere Plus is incorporated in Florida with its principal
place of business in Naples, Florida.
10
38. Defendant Future Home Realty, Inc. (“Future Home”) has approximately 1,042 real
estate agents licensed in Florida. The company is incorporated in Florida with its principal place
of business in Tampa, Florida.
39. Defendant Michael Saunders & Company has approximately 655 real estate agents
licensed in Florida. Michael Saunders & Company is incorporated in Florida with its principal
place of business in Sarasota, Florida.
C. Co-Conspirators
40. Florida Realtors’s local realtor associations have participated as co-conspirators
in the violations alleged herein and performed acts in furtherance thereof. Specifically, each of
the local realtor associations that own or operate the Florida Realtor MLSs agreed to, complied
with, and implemented the offer-of-compensation rule and rules against negotiation in the Florida
Realtor MLSs rules and regulations.
41. The Florida Realtor MLSs have participated as co-conspirators in the violations
alleged herein and performed acts in furtherance thereof. Specifically, each of the Florida Realtor
MLSs agreed to, complied with, and implemented the offer-of-compensation rule and rules
against commission negotiation in their own rules and regulations.
42. The Broker Defendants’ employees and agents have also participated as co-
conspirators in the violations alleged herein and performed acts and made statements in
furtherance thereof. Specifically, each complied with and implemented the offer-of-
compensation rule and rules against commission negotiation in conducting business on the
Florida Realtor MLSs. In addition, other brokers in these areas have participated as co-
conspirators in the violations alleged herein and performed acts and made statements in
furtherance thereof. These other brokers, and their employees and agents, complied with and
implemented the offer-of-compensation rule and rules against commission negotiation in
11
conducting business on the Florida Realtor MLSs and are jointly and severally liable for the acts
of their co-conspirators, whether named or not named as Defendants in this complaint.
IV. BACKGROUND ON THE REAL ESTATE INDUSTRY
A. Realtors Associations and Affiliated MLSs
43. Florida Realtors is the largest state association in the National Association of
Realtors, commonly referred to as NAR. Florida Realtors and its members have agreed to
affiliate with NAR and adopt and abide by NAR rules, policies, and practices. When a real estate
agent in Florida joins their local association in order to participate in its multiple listing service,
or MLS, the real estate agent automatically becomes a member of Florida Realtors and NAR.
44. Buyers and sellers of homes in Florida are predominantly represented by agents
belonging to Florida Realtors. Of the roughly 95% of home sales occurring between strangers,
more than 90% are sold with the assistance of a seller-broker. A similar thing is true for home
buyers: 87% of home buyers in Florida purchase through a real estate agent.
45. Florida licensing laws regulate who can represent sellers and buyers in real estate
transactions. Florida law provides for two types of licensees: (1) individual real estate agents and
(2) real estate brokers (also known as “brokerage firms”).
46. Real estate agents are individuals licensed by the state to help people buy and sell
homes. Brokers are real estate agents who obtain further education and are licensed by the state
to start their own brokerage firm. A broker can work independently at their own brokerage firm
and can hire other real estate agents to work for the brokerage firm. A broker earns their own
commissions and takes a share of their agents’ commissions. Consistent with industry practice,
this complaint generally refers to agents and brokers interchangeably.
47. When listing a home, the seller must use an agent participating in the local MLS to
list the home for sale in the MLS database (“the listing agent”). Real estate agents are only
12
authorized by law to buy or sell the real property of others under the direction, control, or
management of their broker. Fla. Stat. §§ 475.01(1)(a), (j). Agents are only entitled to collect
any commission indirectly through their broker. Fla. Stat. § 475.42(1)(d). The agents agree that
all listings and sales are the property of the firm. See, e.g., Florida Realtors Independent
Contractor Agreement between Broker and Associate (Form ICA-6) § 2(d).
48. A seller-broker typically finds and communicates information to potential buyer’s
agents through an MLS. An MLS is a database of properties listed for sale in a defined region.
Real estate brokers and individual real estate agents can access the MLS as long as they join or
subscribe to the MLS and comply with the rules put in place by the group that controls the MLS.
49. The parties to a sale do not use the MLS to execute transactions or transfer funds
between buyer and seller or principal and agent related to the sale of the property. The MLS is a
database for agents—and only participating agents—to subscribe for a fee and exchange certain
information about properties for sale amongst themselves. Moreover, the buyer’s agent by
definition performs services for the homebuyer and should not depend on compensation by the
seller.2 In fact, the NAR recently agreed to eliminate the offer-of-compensation rule by July
2024.
50. MLSs also act as the main sources of real estate information for online websites
such as Zillow, through which many prospective home buyers find homes. However, the local
MLS provides the most up-to-date, accurate, and comprehensive compilation of the area’s home
listings.
51. Participation in the MLS system is near universal in the industry. Many buyer-
2
The Miami Dolphins do not cover the New England Patriots weekly player payroll when they
come to town for a game. While the game itself is a product sold to a live and television audience,
the players perform services for their respective teams and are compensated accordingly.
13
agents will not show a property to prospective buyers unless the seller-broker has listed that
property on an MLS.
52. Florida Realtors controls the largest MLSs in Florida: the Miami MLS, the Florida
Gulf Coast MLS, the Space Coast MLS, and the Southwest Florida MLS. More
comprehensively, NAR reports that the following MLSs in Florida are operated by Florida
Realtors affiliates: Pensacola Association of Realtors (PAR) MLS, Emerald Coast Association
of Realtors (ECAR) MLS, Central Panhandle MLS, Forgotten Coast MLS, Tallahassee Board of
Realtors Paragon MLS, North Florida MLS, Northeast Florida Association of Realtors Real MLS,
Dixie Gilchrist Levy Association of Realtors MLS, Stellar MLS (formerly My Florida Regional
(MFR) MLS), Daytona Beach Area Association of Realtors Flex MLS, New Smyrna Beach
Board of Realtors MLS, Space Coast MLS, Realtors Association of Citrus County MLS,
Hernando County Association of Realtors Flex MLS, Heartland Association of Realtors MLS,
Realtor Association of Indian River County MLS, Martin County Realtors of the Treasure Coast
(MCRTC) MLS, Florida Gulf Coast Multiple Listing Service, Sanibel Captiva Association of
Realtors (SanCap) MLS, Bonita Springs-Estero MLS, Naples Area Board of Realtors MLS,
Marco Multi List MLS, Palm Beach Board of Realtors MLS, Miami Association of Realtors
MLS, Florida Keys Board of Realtors (Florida Keys) MLS, Marathon & Lower Keys Association
of Realtors (MLKAR) MLS, and Key West Association of Realtors MLS. The Miami
Association of Realtors is the largest local realtor association in the country with nearly 60,000
real estate agents.
53. NAR has set out rules, policies, and practices in its Handbook on Multiple Listing
Policy (the “Handbook”) and its Code of Ethics. Under the terms of the Handbook, NAR
members and MLSs must conform their policies to those established by NAR’s Board of
14
Directors. Florida Realtors and the Florida Realtor MLSs are members of NAR and have agreed
to be bound by its rules.
B. Broker Compensation
54. Within the residential real estate industry, it is standard practice to compensate
brokers with commissions calculated as a percentage of a home’s sale price. As a result of the
offer-of-compensation rule, the compensation structure does not follow the natural order, in
which each broker would set their own commission. Rather, at the beginning of the process, the
seller-broker sets the buyer-agent commission, which is paid by the seller rather than the buyer,
and then sets their own commission based on the buyer-agent commission.
55. The following example illustrates how this process typically works.
a. A homeowner hires a seller-broker. The seller-broker quotes commissions
totaling 6% on the home’s sales price in this example to account for a 50/50
split of the commission between the seller-broker and buyer-agent
commissions.
b. The seller-broker lists the house on the local MLS and, in accordance with
NAR and MLS rules, makes a blanket, unilateral offer of a 3% commission
out of the seller’s proceeds on the sale of the house to every buyer-agent.
c. A buyer-agent shows the property to a buyer client, who buys the home for
$300,000.
d. The buyer pays the $300,000 purchase price into an escrow account. The
escrow company then simultaneously transmits 3% of the sales price
($9,000) to the seller-broker as commission, 3% of the sale price ($9,000)
to the buyer-agent, and the net amount to the seller.
56. In the absence of a market intervention like the offer-of-compensation rule, buyers
rather than sellers would pay buyer-agent commissions, and buyer-agents would compete with
each other by offering lower commissions to prospective buyer clients. In other words, without
the offer-of-compensation rule, home buyers would hire their own agent directly and separately
based on factors like price and quality of service.
15
57. Instead, as a result of the offer-of-compensation rule, the responsibility of paying
buyer-agent commissions in the current marketplace falls on home sellers. Seller-brokers are
motivated to maintain high buyer-agent commissions to attract the buyer-agents to the listing.
This results in higher commissions for buyer-agents. It also leads to higher seller-broker
commissions based on the higher buyer-agent commissions. Florida Realtors and the Florida
Realtor MLSs have adopted rules that take the buyer out of the competitive process and suppress
competition in the sale of buyer-agent services and seller-broker services. The Broker Defendants
have supported, enforced, and acquiesced to those rules by (among other things) agreeing to
follow the rules when they joined MLSs and requiring their agents to follow the rules.
58. These rules eliminate competition in the marketplace for buyer-agent services and
seller-broker services. The buyer is no longer participating in the competitive process, and the
buyer-agent does not have to compete on price. As a result, home sellers are forced to pay inflated
buyer-agent commission rates, which are baked into a higher seller-broker commission at the
outset of the process, and receive lower net proceeds on the sale of the home.
V. DEFENDANTS POSSESS MARKET POWER IN THE MARKET
FOR THE PROVISION OF BUYER-AGENT SERVICES
59. The relevant service markets are the market for buyer-agent services and the
market for seller-broker services. These markets comprise the bundle of services provided by
the buyer-agent and the seller-broker respectively for listings on the Florida Realtor MLSs.
Defendants’ and their co-conspirators’ control of the Florida Realtor MLSs gives Defendants the
ability to impose the offer-of-compensation rule and rules against negotiation on Class Members
and other market participants. In order to compete in the markets for seller-broker services and
buyer-agent services, brokers must have access to MLSs in their areas of service. The relevant
geographic markets are the exclusive territories of the Florida Realtor MLSs.
16
60. Defendants and their co-conspirators collectively have market power in each
relevant market through their control of the Florida Realtor MLSs and through their dominant
shares of the local markets for seller-agent services and buyer-agent services. In fact, nearly all
real estate agents belong to their local MLS and adhere to its rules. Through their scheme,
Defendants and their co-conspirators implement and enforce the rules that (1) reduce competition
in the local markets for buyer-agent services and seller-broker services and (2) force sellers to pay
as much as double the expected commission for selling their home. See Section VIII (Effects of
the Conspiracy).
61. There are profound barriers to buyer-agents and broker-sellers entering the
markets without participating in the local Florida Realtor MLS. To enter the market without
participating in an MLS, a broker would need to compete by offering services without any listing
service at all or by establishing an alternative listing service. But an incumbent listing service
has massive network advantages over an insurgent. Without access to the incumbent listing
service, real estate agents would not have access to the listings of roughly 90% of houses for sale.
And because the Florida Realtor MLSs only allow their members to have access to the lockboxes
to view and show a house listed for sale on the MLS, access to show the house is limited.
Moreover, brokers are unlikely to give up their inflated buyer-agent commissions by creating or
moving to a rival MLS that does not have the same rules on compensation and negotiation. Upon
information and belief, Florida Realtor MLSs also adhere to NAR directives that force third-party
aggregators (like Zillow) to agree, before obtaining access to MLS data, that the third-party
aggregators will not compete with the brokerage firms or MLSs by (for example) becoming a
licensed brokerage firm or “us[ing] the data in a manner that is similar to a Multiple Listing
Service.” Plaintiff is not aware of any new MLS successfully entering a market resulting in
17
any of the Florida Realtor MLSs losing their dominant position in their exclusive territory.
VI. ANTICOMPETITIVE AND UNFAIR TRADE PRACTICES
62. Florida Realtors and the Broker Defendants have acted to restrain competition for
buyer-agent services and seller-broker services in Florida. Florida Realtors and the Broker
Defendants have agreed to adhere to the NAR’s Handbook, Code of Ethics, and Standards of
Practice. Pursuant to NAR’s Handbook, the Florida Realtors, its member associations, and their
local and statewide MLSs have conformed their rules to the NAR’s Handbook and standards of
practices. Those rules have had the effect of suppressing competition in buyer-agent and seller-
broker services in the local markets served by the Florida Realtor MLSs.
63. Florida Realtors and the Broker Defendants have agreed that (1) the Florida
Realtor MLSs will provide a forum for seller-brokers to make offers of compensation to buyer-
agents from the sales price paid by the buyer to the seller, (2) the seller-broker is required to make
an offer of compensation to buyers-agents on the MLS, (3) the seller-broker must make a
“blanket” offer of compensation to buyer-agents, (4) the seller-broker is prohibited from
modifying the offer of compensation after an offer for purchase, and (5) the buyer-agent is
prohibited from attempting to reduce the offer of compensation as part of any offer for purchase.
64. These policies and practices reflect concerted action between horizontal
competitors and constitute agreements among competing real estate brokers that reduce price
competition among brokers and lead to higher prices and lower quality service for Florida’s home
sellers and buyers.
A. The Offer of Compensation Rule
65. The NAR Handbook sets forth the offer-of-compensation rule as follows: “In filing
a property with the multiple listing service of an association of REALTORS®, the participant of
the service is making blanket unilateral offers of compensation to the other MLS participants, and
18
shall therefore specify on each listing filed with the service, the compensation being offered to the
other MLS participants.” NAR HANDBOOK ON MULTIPLE LISTING POLICY 2021 at 67. The Florida
Realtor MLSs have adopted this rule. See, e.g., STELLAR MULTIPLE LISTING SERVICE RULES &
REGULATIONS art. 09.01 (subsequently amended in Nov. 2023); MIAMI ASSOCIATION OF
REALTORS, INC. MULTIPLE LISTING SERVICE 2023 § 5 (citing NAR Policy Statement 7.23); M.L.S.
OF NAPLES, INC. MULTIPLE LISTING SERVICE RULES AND REGULATIONS art. 5, § 5, n.1 (effective
Jan. 1, 2021); NORTHEAST FLORIDA MULTIPLE LISTING SERVICE, INC. RULES AND REGULATIONS §
5, n.5 (effective May 26, 2021); CENTRAL PANHANDLE ASSOCIATION OF REALTORS MULTIPLE
LISTING SERVICE RULES § 5.0. NAR’s Code of Ethics likewise provides that, “[i]n cooperative
transactions REALTORS® shall compensate cooperating REALTORS® (principal brokers).” See
NAR Code of Ethics Standard of Practice 16-15.
66. The Handbook further states that “multiple listing services shall not publish listings
that do not include an offer of compensation expressed as a percentage of the gross selling price
or as a definite dollar amount, nor shall they include general invitations by listing brokers to other
participants to discuss terms and conditions of possible cooperative relationships.” NAR
HANDBOOK ON MULTIPLE LISTING POLICY 2021 at 38. Again, the Florida Realtor MLSs have
adopted this rule. See, e.g., STELLAR MULTIPLE LISTING SERVICE RULES & REGULATIONS art.
09.01 (subsequently amended in Nov. 2023); MIAMI ASSOCIATION OF REALTORS, INC. MULTIPLE
LISTING SERVICE 2023 § 5; NORTHEAST FLORIDA MULTIPLE LISTING SERVICE, INC. RULES AND
REGULATIONS § 5, n.5 (effective May 26, 2021); M.L.S. OF NAPLES INC. MULTIPLE LISTING
SERVICE RULES AND REGULATIONS art. 5, § 5, n.1 (effective Jan. 1, 2021) (“The compensation
specified on listings published by the MLS shall be shown either as a percentage of the gross
selling price or as a definite dollar amount.”); CENTRAL PANHANDLE ASSOCIATION OF REALTORS
19
MULTIPLE LISTING SERVICE RULES § 5.0. Zero is “not acceptable.” NORTHEAST FLORIDA
MULTIPLE LISTING SERVICE, INC. RULES AND REGULATIONS § 5, n.5 (effective May 26, 2021). The
seller-broker must enter a percentage or positive dollar value on the listing.
67. Tellingly, some Florida Realtor MLSs have recently begun to soften the offer-of-
compensation rule by modifying their rules and their software to allow the seller-broker to enter
zero for the offer of compensation in the listing in response to an adverse verdict in an antitrust
trial in Missouri on behalf of a class of certain Missouri, Kansas, and Illinois sellers against the
NAR on October 30, 2023. See Jury Verdict, Sitzer v. Nat’l Ass’n of Realtors, No. 19-cv-332
(W.D. Mo. Oct. 31, 2023), D.E. 1294. For example, the Miami Association of Realtors has
amended its MLS rules to allow seller-brokers to enter zero for the offer of compensation.
See Ex. A.
68. Nevertheless, the Florida Realtor MLSs continue to provide a forum for seller-
brokers to make offers of compensation to buyer-agents from the sales price paid by the buyer to
the seller. Therefore, sellers and their listing brokers continue to make offers of compensation
because buyer-agents will steer buyers to the listings with the highest offers of compensation.3 In
fact, buyer brokers often simply refuse to show properties of interest to their clients without an
offer of compensation from the seller. Moehrl v. The Nat’l Ass’n of Realtors, No. 19-cv-1610
(N.D. Ill. filed Mar. 6, 2019), D.E. 324-4 at 10–16 (declaration analyzing 602 phone transcripts in
which buyer brokers refused to show a property after learning the seller was not offering a pre-set
buyer-broker commission).
3
Panle Jia Barwick, Parag A. Pathak, & Maisy Wong, Conflicts of Interest and Steering in
Residential Brokerage, 9 Am. Econ. J.: Applied Econ. 191 (2017) (analyzing the effects of
commissions on steering using market data from the Greater Boston Area from 1998 to 2011 and
concluding that properties listed with lower commissions were less likely to sell and took longer
to sell).
20
69. The offer-of-compensation rule reduces competition in the market for buyer-agent
services and harms home sellers in a number of ways. First, Defendants use the offer-of-
compensation rule and the rules against negotiation to raise and sustain high commission rates
for buyer-broker services. They agree that they will not compete on price for buyer-broker
commissions: buyer-brokers are no longer competing to offer the lowest possible price to the
buyer for their services. They also use the offer-of-compensation rule as a basis to raise and
sustain higher seller-broker commission rates based on the higher buyer-broker commissions.
70. The Consumer Federation of America has explained, “[t]ypically, on either a 5%
or 6% commission, 3% will be offered to brokers with buyer clients, and that commission split is
disclosed to brokers on real estate firm and multiple listing service databases.”4 The listing of the
3% split “then acts as a powerful force to discourage lower splits of 2% or even 1% because listing
brokers, and their sellers, fear that properties carrying these lower splits will not be shown.”5
71. As a result, “[a] listing broker lists a split below this level at their, and their
clients’, peril because of the risk that traditional brokers working with buyers will avoid this
property.”6 “This informal discrimination against price competitors is the most important factor
that allows dominant brokers to maintain high and uniform prices.”7
72. As co-conspirator Keller Williams has acknowledged in its instructions to seller-
4
Stephen Brobeck and Patrick Woodall, How the Real Estate Cartel Harms Consumers and How
Consumers Can Protect Themselves, CONSUMER FED’N OF AM., at 4 (June 2006),
https://consumerfed.org/wp-content/uploads/2006/06/6-19-06-Real-Estate-Cartel_Report.pdf.
5
Id.
6
Testimony of Stephen Brobeck, Residential Real Estate Brokerage Services: a Cockamamie
System that Restricts Competition and Consumer Choice, CONSUMER FED’N OF AM., at 3–4 (July 25,
2006), http://consumerfed.org/wp-content/uploads/2006/07/7-25-06-Residential-Real-Estate-
Brokerage_Testimony.pdf.
7
Id.
21
brokers regarding what to tell home s
Preview
Filing # 194856831 E-Filed 03/26/2024 03:51:13 PM IN THE CIRCUIT COURT OF THE ELEVENTH JUDICIAL CIRCUIT, IN AND FOR MIAMI-DADE COUNTY, FLORIDA COMPLEX BUSINESS LITIGATION DIVISION CASE NO: 2023-027749-CA-01 PARKER HOLDING GROUP INC., Plaintiff, CLASS REPRESENTATION v. JURY TRIAL DEMANDED FLORIDA ASSOCIATION OF REALTORS, THE KEYES COMPANY, LPT REALTY, LLC, CHARLES RUTENBERG REALTY, INC., CHARLES RUTENBERG REALTY – ORLANDO, LLC, UNITED REALTY GROUP,INC, THE K COMPANY REALTY, LLC, FLORIDA HOMES REALTY & MORTGAGE LIMITED LIABILITY COMPANY, DALTON WADE, INC., AVANTI WAY REALTY, LLC, MVP REALTY ASSOCIATES LLC, FLORIDA REALTY OF MIAMI CORP., LIFESTYLE INTERNATIONAL REALTY LLC, WATSON REALTY CORP., PREMIERE PLUS REALTY CO., FUTURE HOME REALTY, INC., and MICHAEL SAUNDERS & COMPANY, Defendants. ____________________________________ FIRST AMENDED CLASS ACTION COMPLAINT TABLE OF CONTENTS I. INTRODUCTION ................................................................................................................... 1 II. JURISDICTION AND VENUE .............................................................................................. 6 III. THE PARTIES ........................................................................................................................ 6 A. Plaintiff............................................................................................................................... 6 B. Defendants .......................................................................................................................... 7 C. Co-Conspirators ................................................................................................................ 11 IV. BACKGROUND ON THE REAL ESTATE INDUSTRY .................................................. 12 A. Realtors Associations and Affiliated MLSs ..................................................................... 12 B. Broker Compensation ....................................................................................................... 15 V. DEFENDANTS POSSESS MARKET POWER IN THE MARKET FOR THE PROVISION OF BUYER-AGENT SERVICES .......................................................................... 16 VI. ANTICOMPETITIVE AND UNFAIR TRADE PRACTICES ......................................... 18 A. The Offer of Compensation Rule .................................................................................... 18 B. Rules Against Negotiation ................................................................................................ 24 VII. DEFENDANTS PARTICIPATE IN, FACILITATE, AND IMPLEMENT THE CONSPIRACY.............................................................................................................................. 26 VIII. EFFECTS OF THE CONSPIRACY .................................................................................. 31 IX. CLASS REPRESENTATION ALLEGATIONS ............................................................... 37 X. CLAIMS FOR RELIEF ..................................................................................................... 39 COUNT ONE: FLORIDA ANTITRUST ACT ................................................................ 39 COUNT TWO: FLORIDA DECEPTIVE AND UNFAIR TRADE PRACTICES ACT . 41 XI. REQUESTED RELIEF ...................................................................................................... 42 XII. DEMAND FOR JURY TRIAL.......................................................................................... 43 ii I. INTRODUCTION 1. Plaintiff Parker Holding Group Inc., individually and on behalf of all others similarly situated in Florida, brings this action against the Florida Association of Realtors (“Florida Realtors”) and sixteen of the largest real estate brokers in Florida (collectively “Broker Defendants”) for agreeing, combining, and conspiring to impose, implement, and enforce anticompetitive restraints that cause home sellers in Florida to pay inflated commissions in connection with the sale of their homes, in violation of the Florida Antitrust Act of 1980 and the Florida Deceptive and Unfair Trade Practices Act. 2. Plaintiff and Class Members are Florida citizens who paid a broker commission in connection with the sale of residential real estate on multiple listing services (“MLSs”) in Florida affiliated with and governed by Florida Realtors and its regional and local associations. An MLS is a database of properties listed for sale in a particular geographic region. The vast majority of homes in the United States are sold through MLSs. Brokers typically must list a property for sale on an MLS to effectively market that property. That’s because buyer-agents use MLSs to find homes for clients looking to buy a house. The MLSs in this case are controlled by Florida Realtors and its local realtor associations, and brokers can access the MLSs only if they agree to follow all mandatory rules set out by the National Association of Realtors (“NAR”) and adopted by Florida Realtors. 3. Defendant Florida Realtors is the statewide trade association for real estate agents in Florida. Florida Realtors serves as the statewide organization for fifty-one local associations in Florida and the dozens of local MLSs governed by those associations and Florida Realtors (“Florida Realtor MLSs”). Florida Realtors has acted on behalf of its members to adopt, maintain, and enforce rules from the NAR on the Florida Realtor MLSs. These rules structure the markets for buyer-agent and broker-seller services to suppress and eliminate competition 1 throughout Florida. 4. The Broker Defendants are some of the largest real estate brokerage firms operating in their markets in Florida. They have participated in adopting, maintaining, and enforcing the NAR’s anticompetitive rules through the Florida Realtor MLSs and contributed significantly to the market power of the Florida Realtor MLSs. The Broker Defendants have agreed to adhere to those rules and require their employees and agents to do so. In doing so, they have agreed not to compete on prices for buyer-agent services. 5. Florida Realtors and the Broker Defendants have imposed NAR’s anticompetitive rules, policies, and practices on agents that use Florida Realtor MLSs—the MLSs that list properties in local markets throughout Florida. The rules at the core of this case are the offer-of-compensation rule and the rules against negotiation. The offer-of-compensation rule provides that seller-agents listing a property on an MLS must make “blanket unilateral offers of compensation” to the buyer-agents, “specify[ing] on each listing . . . the compensation being offered to the [buyer-agents].” In other words, a seller must pay the buyer-agent’s commission in a blanket offer of compensation. The rules against negotiation are a series of rules that sharply limit the ability of the buyer, seller, or agents to negotiate that unilateral offer of compensation for the buyer-agent. In other words, NAR’s anticompetitive rules: a. require every home seller and seller-agent, when listing a property on an MLS, to offer payment to the buyer’s agent, even though the buyer’s agent is retained by the buyer; b. require the offer of compensation to be a “blanket” offer—that is, the same exact commission must be offered to every buyer-agent regardless of the buyer-agent’s experience or the quality of the agent’s services; c. require the blanket offer to be published on the MLS either as a specified dollar amount or a specified commission amount—a requirement that allows buyer-agents to compare the compensation they are being offered and steer home buyers to sellers offering buyer-agents the largest commission; 2 d. prohibit the buyer-agent from attempting to reduce the buyer-agent commission as part of any offer for purchase; e. prevent the seller from reducing the buyer-agent commission after an offer to purchase the home; and f. establish penalties, including fines or suspension or expulsion from the MLS, for violations of these rules and create means for reporting such violations to the MLS. 6. Through these rules, Florida Realtors and the Broker Defendants have designed and facilitated a process for fixing buyer-agent commissions and seller-broker commissions. They did this by creating and maintaining a forum for the seller-broker to make an offer of compensation to buyer-agents from the sales price paid by the buyer to the seller at the time of listing the home on the MLS—which also serves as the basis for setting the seller-broker commission through a 50/50 split that is customary in the industry. 7. The rules are the product of agreements to suppress competition in broker commissions made by ostensibly competing real estate brokers. Florida Realtors, the Broker Defendants, and their co-conspirators have maintained, enforced, and adhered to the Florida Realtor MLSs’ anticompetitive rules, policies, and practices. Florida Realtors oversees its local realtor associations, which in turn own or operate the Florida Realtor MLSs (the engine of the conspiracy). Florida Realtors trains its members to follow NAR’s anticompetitive rules and instructs its members to comply with those rules, including the offer-of-compensation rule. Florida Realtors has also established and maintained a statewide MLS program called MLS Advantage, which is a cooperative search engine that allows Florida Realtors members to view listings on participating MLSs throughout Florida. Through MLS Advantage, Florida Realtors implements the same anticompetitive rules for all participants in the statewide MLS program. 8. For the purpose of inflating their commissions and increasing their profits, the 3 Broker Defendants have also agreed to participate in, facilitate, and implement the conspiracy. The Broker Defendants have cooperated with the other Broker Defendants and other members of Florida Realtors to achieve the common objective of maintaining the artificial and anticompetitive structure of the market for buyer-agent commissions specifically and commissions generally. For the conspiracy to succeed, there must remain a united front across the Florida Realtor MLSs and the leading real estate firms in Florida and in each local market within the state. Each of the Broker Defendants play an active role in maintaining that front through their participation in and coordination with Florida Realtors and its regional and local associations and MLSs. The Broker Defendants know the Florida Realtor MLS rules and support them and acquiesce to them. They require their employees and agents to comply with them. The Broker Defendants’ participation is essential to the scheme. 9. Florida Realtors, the Broker Defendants, and their co-conspirators collectively possess market power in the market for buyer-agent and seller-broker services through their control of the Florida Realtor MLSs. The Florida Realtor MLSs are the tool by which Defendants exercise market power in Florida to maintain buyer-agent commissions and seller-broker commissions at artificially high levels. The MLSs are expressly designed to be the “means” for members acting as seller-brokers to “make blanket unilateral offers of compensation” to buyer-agents. See NAR HANDBOOK ON MULTIPLE LISTING POLICY 2021 § 1; see also, e.g., STELLAR MLS RULE AND REGULATIONS art. 01.02; MIAMI ASSOCIATION OF REALTORS, INC. MULTIPLE LISTING SERVICE 2023 POLICIES AND PROCEDURES – RULE AND REGULATIONS § I; MLS OF NAPLES, INC. MULTIPLE LISTING SERVICE RULE AND REGULATIONS 2022 art. XIX, § 2; NORTHEAST FLORIDA MULTIPLE LISTING SERVICE, INC. RULES AND REGULATIONS Definitions (effective May 26, 2021). 10. In a raw demonstration of market power, the Florida Realtor MLSs overturn the 4 natural order of a rational price system where home sellers and home buyers each separately bargain and pay for the services provided to each of them. 11. The conspiracy has substantially reduced competition in the markets for buyer- agent services and seller-broker commissions to the detriment of home sellers in Florida. Specifically, the conspiracy enables brokers to raise, fix, and maintain real estate agent compensation at artificially high levels that would not exist in a competitive marketplace. The conspiracy also enables brokers to “steer” home buyers away from lower commission homes. As a result, home sellers are harmed in at least the following ways: a. the conspiracy has inflated the cost of buyer-agent services by inflating buyer-agent commissions; b. since seller-broker commissions are customarily based on a 50/50 split with buyer-agents, inflated buyer-agent commissions in turn have inflated seller-broker commissions; and c. the conspiracy has reduced the quality of services provided by buyer-agents by, for example, facilitating the steering of home buyers by their brokers towards higher-commission homes and away from lower- commission homes, even though such homes may otherwise match buyers’ criteria, and by rewarding each buyer-agent with a uniform commission, regardless of that agent’s skills or efforts. 12. In the United States and in Florida, sellers typically pay between 5% and 6% in total commissions. In other countries with comparable real estate markets, the total commission for both buyer-agents and seller-agents is closer to 3%. Economists have concluded that, if not for NAR’s anticompetitive rules, commission rates in the United States would reflect the rates paid globally. The result of NAR’s rules, those economists have explained, is an industry that overcharges consumers tens of billions of dollars per year in commissions. 13. Plaintiff and other Class Members have each incurred substantial overcharges, often thousands of dollars, as a result of Defendants’ conspiracy. 5 14. Defendants’ agreements individually and collectively unreasonably restrain trade in violation of section 542.18 of the Florida Antitrust Act, see Fla. Stat. § 542.18, and section 501.204 of the Florida Deceptive and Unfair Trade Practices Act, see Fla. Stat. § 501.204. Plaintiff, on behalf of itself and the Class, sues Defendants for such violations and seeks treble damages, injunctive relief, and the costs of this lawsuit, including reasonable attorneys’ fees. II. JURISDICTION AND VENUE 15. This putative class action arises from Defendants’ conduct and seeks damages exceeding $750,000, exclusive of interest, costs, and attorneys’ fees, and includes claims regarding Business Governance, Business Torts, and Business Transactions. This Court has subject matter jurisdiction over Plaintiff’s claims pursuant to Fla. Stat. §§ 542.22(1), 542.30, and 26.012. This case is subject to mandatory assignment to this Court’s Complex Business Litigation Section under Rule 2.1 of the Complex Business Litigation Rules. 16. Venue is proper in this Court and Division pursuant to Fla. Stat. §§ 542.30 and 47.051. 17. This Court has personal jurisdiction over Defendants pursuant to Fla. Stat. § 48.193 because Defendants have (1) transacted business in Florida; (2) transacted with members of the Class in Florida; (3) had substantial contacts with Florida; and (4) committed substantial acts in furtherance of their unlawful scheme in Florida. 18. All conditions precedent to the institution and maintenance of this action have been performed, excused, waived, or have otherwise occurred. III. THE PARTIES A. Plaintiff 19. Plaintiff Parker Holding Group Inc. is incorporated in Florida with its principal place of business in Panama City, Florida. Plaintiff sold homes in Panama City, Florida on or 6 about February 1, 2021, May 12, 2021, November 17, 2021, March 31, 2022, and August 25, 2022. The homes were listed on the Central Panhandle MLS. 20. On or about February 1, 2021, Plaintiff sold a home at 1715 Glencoe Drive. On or about May 12, 2021, Plaintiff sold a home at 1700 Massachusetts. On or about November 17, 2021, Plaintiff sold a home at 708 East Pine Forest. On or about March 31, 2022, Plaintiff sold a home at 2703 West 21st. On or about August 25, 2022, Plaintiff sold a home at 101 Fox Ridge. 21. In these sales, Plaintiff paid supracompetitive rates for real estate agent services. For example, in selling 708 East Pine Forest, Plaintiff paid 2.5% to the buyer’s agent and an additional 2.5% to the seller’s agent under the rules adopted by the Central Panhandle MLS. But for those rules, Plaintiff would not have made an offer of compensation to buyer’s agents to attract potential buyers in the first place. Instead, agents would have competed on price to represent the buyer by negotiating directly with the buyer. The total commission to seller’s agent and buyer’s agent would have been lower on the sale of the home. Plaintiff would have only paid the commission to the seller’s agent of 2.5% (or less) and received a higher net sales price on the home because of the lower buyer’s agent commission. B. Defendants 22. Defendant Florida Association of Realtors is the statewide professional trade association for real estate agents in Florida. Florida Realtors serves as the statewide organization for 51 local associations in Florida. When a real estate agent joins their local association to participate in the local multiple listing service, or MLS, the real estate agent automatically becomes a member of Florida Realtors and NAR. Florida Realtors is incorporated in Florida with its principal place of business in Orlando, Florida. 23. Florida Realtors operates the statewide search engine MLSAdvantage for the following Florida Realtors local realtor associations and their members in the participating local 7 MLSs: Amelia Island – Nassau County Association of Realtors; Bartow Board of Realtors; Bonita Springs-Estero Association of Realtors; Broward, Palm Beaches & St. Lucie Realtors; Central Panhandle Association of Realtors; Daytona Beach Area Association of Realtors; East Polk County Association of Realtors; Emerald Coast Association of Realtors; Englewood Area Board of Realtors; Flagler County Association of Realtors; Greater Tampa Realtors; Heartland Association of Realtors; Hernando County Association of Realtors; Lakeland Association of Realtors; Lake Wales Association of Realtors; Marco Island Area Association of Realtors; Martin County Realtors of the Treasure Coast; Miami Association of Realtors; Naples Area Board of Realtors; Navarre Area Board of Realtors; New Smyrna Beach Board of Realtors; Northeast Florida Association of Realtors; Ocala/Marion County Association of Realtors; Okeechobee County Board of Realtors; Orlando Regional Realtor Association; Osceola County Association of Realtors; Pinellas Suncoast Association of Realtors; Punta Gorda-Port Charlotte-N. Port Association of Realtors; Realtor Association of Franklin and Southern Gulf Counties; Realtor Association of Sarasota and Manatee Realtors of Lake & Sumter Counties Inc.; Royal Palm Coast Realtor Association; South Broward Board of Realtors; Space Coast Association of Realtors; St. Augustine & St. Johns County Board of Realtors; Tallahassee Board of Realtors; Venice Area Board of Realtors; West Pasco Board of Realtors; West Volusia Association of Realtors. 24. The Broker Defendants named below are members of Florida Realtors and one or more of the above local realtor associations and their affiliated MLSs. They have participated in the governance of those organizations and have agreed to adhere to the rules of those associations and their MLSs. The Broker Defendants have all been represented by one or more directors on the board of Florida Realtors during some or all of the relevant time period from December 4, 2019 8 to the present.1 25. Defendant The Keyes Company has approximately 3,336 real estate agents licensed in Florida. The Keyes Company owns Illustrated Properties LLC. Illustrated Properties has approximately 558 real estate agents throughout Florida. The Keyes Company is incorporated in Florida with its principal place of business in Miami, Florida. 26. Defendant LPT Realty, LLC (“LPT Realty”) has approximately 3,671 real estate agents licensed in Florida. LPT Realty is organized in Delaware with its principal place of business in Lake Mary, Florida. 27. Defendants Charles Rutenberg Realty, Inc. and Charles Rutenberg Realty – Orlando, LLC (collectively “Charles Rutenberg Realty”) have approximately 3,044 real estate agents licensed in Florida. Charles Rutenberg Realty, Inc. is incorporated in Florida with its principal place of business in Clearwater, Florida. Charles Rutenberg Realty – Orlando, LLC is organized in Florida with its principal place of business in Orlando, Florida. 28. Defendant United Realty Group,Inc (“United Realty”) has approximately 3,359 real estate agents licensed in Florida. United Realty is incorporated in Florida with its principal place of business in Plantation, Florida. 29. Defendant The K Company Realty, LLC (d/b/a LoKation Real Estate) has approximately 2,520 real estate agents licensed in Florida. The company is organized in Florida with its principal place of business in Pompano Beach, Florida. 30. Defendant Florida Homes Realty & Mortgage Limited Liability Company 1 Most of the Broker Defendants—including Avanti Way, Charles Rutenberg Realty, Florida Homes Realty, Florida Realty of Miami, Future Home, The K Company (LoKation Real Estate), Keyes Company, MVP Realty, and Watson Realty—have also been represented by one or more directors on the board of NAR during some or all of the relevant time period from December 4, 2019 to the present. 9 (“Florida Homes”) has approximately 1,892 licensed real estate agents in Florida. Florida Homes is organized in Florida with its principal place of business in Jacksonville, Florida. 31. Defendant Dalton Wade, Inc. (“Dalton Wade”) has approximately 1,471 real estate agents licensed in Florida. Dalton Wade is incorporated Florida with its principal place of business in St. Petersburg, Florida. 32. Defendant Avanti Way Realty, LLC (“Avanti Way”) has approximately 1,374 real estate agents licensed in Florida. Avanti Way is organized in Florida with its principal place of business in Doral, Florida. 33. Defendant MVP Realty Associates LLC (“MVP Realty”) has approximately 1,219 real estate agents licensed in Florida. MVP Realty is incorporated in Florida with its principal place of business in Naples, Florida. 34. Defendant Florida Realty of Miami Corp. (“Florida Realty of Miami”) has approximately 1,124 real estate agents licensed in Florida. Florida Realty of Miami is incorporated in Florida with its principal place of business in Miami, Florida. 35. Defendant Lifestyle International Realty LLC (“Lifestyle International”) has approximately 1,760 licensed real estate agents in Florida. Lifestyle International is organized in Florida with its principal place of business in Miami Lakes, Florida. 36. Defendant Watson Realty Corp. (“Watson Realty”) has approximately 1,116 real estate agents licensed in Florida. The company is incorporated in Florida with its principal place of business in Jacksonville, Florida. 37. Defendant Premiere Plus Realty Co. (“Premiere Plus”) has approximately 1,502 real estate agents licensed in Florida. Premiere Plus is incorporated in Florida with its principal place of business in Naples, Florida. 10 38. Defendant Future Home Realty, Inc. (“Future Home”) has approximately 1,042 real estate agents licensed in Florida. The company is incorporated in Florida with its principal place of business in Tampa, Florida. 39. Defendant Michael Saunders & Company has approximately 655 real estate agents licensed in Florida. Michael Saunders & Company is incorporated in Florida with its principal place of business in Sarasota, Florida. C. Co-Conspirators 40. Florida Realtors’s local realtor associations have participated as co-conspirators in the violations alleged herein and performed acts in furtherance thereof. Specifically, each of the local realtor associations that own or operate the Florida Realtor MLSs agreed to, complied with, and implemented the offer-of-compensation rule and rules against negotiation in the Florida Realtor MLSs rules and regulations. 41. The Florida Realtor MLSs have participated as co-conspirators in the violations alleged herein and performed acts in furtherance thereof. Specifically, each of the Florida Realtor MLSs agreed to, complied with, and implemented the offer-of-compensation rule and rules against commission negotiation in their own rules and regulations. 42. The Broker Defendants’ employees and agents have also participated as co- conspirators in the violations alleged herein and performed acts and made statements in furtherance thereof. Specifically, each complied with and implemented the offer-of- compensation rule and rules against commission negotiation in conducting business on the Florida Realtor MLSs. In addition, other brokers in these areas have participated as co- conspirators in the violations alleged herein and performed acts and made statements in furtherance thereof. These other brokers, and their employees and agents, complied with and implemented the offer-of-compensation rule and rules against commission negotiation in 11 conducting business on the Florida Realtor MLSs and are jointly and severally liable for the acts of their co-conspirators, whether named or not named as Defendants in this complaint. IV. BACKGROUND ON THE REAL ESTATE INDUSTRY A. Realtors Associations and Affiliated MLSs 43. Florida Realtors is the largest state association in the National Association of Realtors, commonly referred to as NAR. Florida Realtors and its members have agreed to affiliate with NAR and adopt and abide by NAR rules, policies, and practices. When a real estate agent in Florida joins their local association in order to participate in its multiple listing service, or MLS, the real estate agent automatically becomes a member of Florida Realtors and NAR. 44. Buyers and sellers of homes in Florida are predominantly represented by agents belonging to Florida Realtors. Of the roughly 95% of home sales occurring between strangers, more than 90% are sold with the assistance of a seller-broker. A similar thing is true for home buyers: 87% of home buyers in Florida purchase through a real estate agent. 45. Florida licensing laws regulate who can represent sellers and buyers in real estate transactions. Florida law provides for two types of licensees: (1) individual real estate agents and (2) real estate brokers (also known as “brokerage firms”). 46. Real estate agents are individuals licensed by the state to help people buy and sell homes. Brokers are real estate agents who obtain further education and are licensed by the state to start their own brokerage firm. A broker can work independently at their own brokerage firm and can hire other real estate agents to work for the brokerage firm. A broker earns their own commissions and takes a share of their agents’ commissions. Consistent with industry practice, this complaint generally refers to agents and brokers interchangeably. 47. When listing a home, the seller must use an agent participating in the local MLS to list the home for sale in the MLS database (“the listing agent”). Real estate agents are only 12 authorized by law to buy or sell the real property of others under the direction, control, or management of their broker. Fla. Stat. §§ 475.01(1)(a), (j). Agents are only entitled to collect any commission indirectly through their broker. Fla. Stat. § 475.42(1)(d). The agents agree that all listings and sales are the property of the firm. See, e.g., Florida Realtors Independent Contractor Agreement between Broker and Associate (Form ICA-6) § 2(d). 48. A seller-broker typically finds and communicates information to potential buyer’s agents through an MLS. An MLS is a database of properties listed for sale in a defined region. Real estate brokers and individual real estate agents can access the MLS as long as they join or subscribe to the MLS and comply with the rules put in place by the group that controls the MLS. 49. The parties to a sale do not use the MLS to execute transactions or transfer funds between buyer and seller or principal and agent related to the sale of the property. The MLS is a database for agents—and only participating agents—to subscribe for a fee and exchange certain information about properties for sale amongst themselves. Moreover, the buyer’s agent by definition performs services for the homebuyer and should not depend on compensation by the seller.2 In fact, the NAR recently agreed to eliminate the offer-of-compensation rule by July 2024. 50. MLSs also act as the main sources of real estate information for online websites such as Zillow, through which many prospective home buyers find homes. However, the local MLS provides the most up-to-date, accurate, and comprehensive compilation of the area’s home listings. 51. Participation in the MLS system is near universal in the industry. Many buyer- 2 The Miami Dolphins do not cover the New England Patriots weekly player payroll when they come to town for a game. While the game itself is a product sold to a live and television audience, the players perform services for their respective teams and are compensated accordingly. 13 agents will not show a property to prospective buyers unless the seller-broker has listed that property on an MLS. 52. Florida Realtors controls the largest MLSs in Florida: the Miami MLS, the Florida Gulf Coast MLS, the Space Coast MLS, and the Southwest Florida MLS. More comprehensively, NAR reports that the following MLSs in Florida are operated by Florida Realtors affiliates: Pensacola Association of Realtors (PAR) MLS, Emerald Coast Association of Realtors (ECAR) MLS, Central Panhandle MLS, Forgotten Coast MLS, Tallahassee Board of Realtors Paragon MLS, North Florida MLS, Northeast Florida Association of Realtors Real MLS, Dixie Gilchrist Levy Association of Realtors MLS, Stellar MLS (formerly My Florida Regional (MFR) MLS), Daytona Beach Area Association of Realtors Flex MLS, New Smyrna Beach Board of Realtors MLS, Space Coast MLS, Realtors Association of Citrus County MLS, Hernando County Association of Realtors Flex MLS, Heartland Association of Realtors MLS, Realtor Association of Indian River County MLS, Martin County Realtors of the Treasure Coast (MCRTC) MLS, Florida Gulf Coast Multiple Listing Service, Sanibel Captiva Association of Realtors (SanCap) MLS, Bonita Springs-Estero MLS, Naples Area Board of Realtors MLS, Marco Multi List MLS, Palm Beach Board of Realtors MLS, Miami Association of Realtors MLS, Florida Keys Board of Realtors (Florida Keys) MLS, Marathon & Lower Keys Association of Realtors (MLKAR) MLS, and Key West Association of Realtors MLS. The Miami Association of Realtors is the largest local realtor association in the country with nearly 60,000 real estate agents. 53. NAR has set out rules, policies, and practices in its Handbook on Multiple Listing Policy (the “Handbook”) and its Code of Ethics. Under the terms of the Handbook, NAR members and MLSs must conform their policies to those established by NAR’s Board of 14 Directors. Florida Realtors and the Florida Realtor MLSs are members of NAR and have agreed to be bound by its rules. B. Broker Compensation 54. Within the residential real estate industry, it is standard practice to compensate brokers with commissions calculated as a percentage of a home’s sale price. As a result of the offer-of-compensation rule, the compensation structure does not follow the natural order, in which each broker would set their own commission. Rather, at the beginning of the process, the seller-broker sets the buyer-agent commission, which is paid by the seller rather than the buyer, and then sets their own commission based on the buyer-agent commission. 55. The following example illustrates how this process typically works. a. A homeowner hires a seller-broker. The seller-broker quotes commissions totaling 6% on the home’s sales price in this example to account for a 50/50 split of the commission between the seller-broker and buyer-agent commissions. b. The seller-broker lists the house on the local MLS and, in accordance with NAR and MLS rules, makes a blanket, unilateral offer of a 3% commission out of the seller’s proceeds on the sale of the house to every buyer-agent. c. A buyer-agent shows the property to a buyer client, who buys the home for $300,000. d. The buyer pays the $300,000 purchase price into an escrow account. The escrow company then simultaneously transmits 3% of the sales price ($9,000) to the seller-broker as commission, 3% of the sale price ($9,000) to the buyer-agent, and the net amount to the seller. 56. In the absence of a market intervention like the offer-of-compensation rule, buyers rather than sellers would pay buyer-agent commissions, and buyer-agents would compete with each other by offering lower commissions to prospective buyer clients. In other words, without the offer-of-compensation rule, home buyers would hire their own agent directly and separately based on factors like price and quality of service. 15 57. Instead, as a result of the offer-of-compensation rule, the responsibility of paying buyer-agent commissions in the current marketplace falls on home sellers. Seller-brokers are motivated to maintain high buyer-agent commissions to attract the buyer-agents to the listing. This results in higher commissions for buyer-agents. It also leads to higher seller-broker commissions based on the higher buyer-agent commissions. Florida Realtors and the Florida Realtor MLSs have adopted rules that take the buyer out of the competitive process and suppress competition in the sale of buyer-agent services and seller-broker services. The Broker Defendants have supported, enforced, and acquiesced to those rules by (among other things) agreeing to follow the rules when they joined MLSs and requiring their agents to follow the rules. 58. These rules eliminate competition in the marketplace for buyer-agent services and seller-broker services. The buyer is no longer participating in the competitive process, and the buyer-agent does not have to compete on price. As a result, home sellers are forced to pay inflated buyer-agent commission rates, which are baked into a higher seller-broker commission at the outset of the process, and receive lower net proceeds on the sale of the home. V. DEFENDANTS POSSESS MARKET POWER IN THE MARKET FOR THE PROVISION OF BUYER-AGENT SERVICES 59. The relevant service markets are the market for buyer-agent services and the market for seller-broker services. These markets comprise the bundle of services provided by the buyer-agent and the seller-broker respectively for listings on the Florida Realtor MLSs. Defendants’ and their co-conspirators’ control of the Florida Realtor MLSs gives Defendants the ability to impose the offer-of-compensation rule and rules against negotiation on Class Members and other market participants. In order to compete in the markets for seller-broker services and buyer-agent services, brokers must have access to MLSs in their areas of service. The relevant geographic markets are the exclusive territories of the Florida Realtor MLSs. 16 60. Defendants and their co-conspirators collectively have market power in each relevant market through their control of the Florida Realtor MLSs and through their dominant shares of the local markets for seller-agent services and buyer-agent services. In fact, nearly all real estate agents belong to their local MLS and adhere to its rules. Through their scheme, Defendants and their co-conspirators implement and enforce the rules that (1) reduce competition in the local markets for buyer-agent services and seller-broker services and (2) force sellers to pay as much as double the expected commission for selling their home. See Section VIII (Effects of the Conspiracy). 61. There are profound barriers to buyer-agents and broker-sellers entering the markets without participating in the local Florida Realtor MLS. To enter the market without participating in an MLS, a broker would need to compete by offering services without any listing service at all or by establishing an alternative listing service. But an incumbent listing service has massive network advantages over an insurgent. Without access to the incumbent listing service, real estate agents would not have access to the listings of roughly 90% of houses for sale. And because the Florida Realtor MLSs only allow their members to have access to the lockboxes to view and show a house listed for sale on the MLS, access to show the house is limited. Moreover, brokers are unlikely to give up their inflated buyer-agent commissions by creating or moving to a rival MLS that does not have the same rules on compensation and negotiation. Upon information and belief, Florida Realtor MLSs also adhere to NAR directives that force third-party aggregators (like Zillow) to agree, before obtaining access to MLS data, that the third-party aggregators will not compete with the brokerage firms or MLSs by (for example) becoming a licensed brokerage firm or “us[ing] the data in a manner that is similar to a Multiple Listing Service.” Plaintiff is not aware of any new MLS successfully entering a market resulting in 17 any of the Florida Realtor MLSs losing their dominant position in their exclusive territory. VI. ANTICOMPETITIVE AND UNFAIR TRADE PRACTICES 62. Florida Realtors and the Broker Defendants have acted to restrain competition for buyer-agent services and seller-broker services in Florida. Florida Realtors and the Broker Defendants have agreed to adhere to the NAR’s Handbook, Code of Ethics, and Standards of Practice. Pursuant to NAR’s Handbook, the Florida Realtors, its member associations, and their local and statewide MLSs have conformed their rules to the NAR’s Handbook and standards of practices. Those rules have had the effect of suppressing competition in buyer-agent and seller- broker services in the local markets served by the Florida Realtor MLSs. 63. Florida Realtors and the Broker Defendants have agreed that (1) the Florida Realtor MLSs will provide a forum for seller-brokers to make offers of compensation to buyer- agents from the sales price paid by the buyer to the seller, (2) the seller-broker is required to make an offer of compensation to buyers-agents on the MLS, (3) the seller-broker must make a “blanket” offer of compensation to buyer-agents, (4) the seller-broker is prohibited from modifying the offer of compensation after an offer for purchase, and (5) the buyer-agent is prohibited from attempting to reduce the offer of compensation as part of any offer for purchase. 64. These policies and practices reflect concerted action between horizontal competitors and constitute agreements among competing real estate brokers that reduce price competition among brokers and lead to higher prices and lower quality service for Florida’s home sellers and buyers. A. The Offer of Compensation Rule 65. The NAR Handbook sets forth the offer-of-compensation rule as follows: “In filing a property with the multiple listing service of an association of REALTORS®, the participant of the service is making blanket unilateral offers of compensation to the other MLS participants, and 18 shall therefore specify on each listing filed with the service, the compensation being offered to the other MLS participants.” NAR HANDBOOK ON MULTIPLE LISTING POLICY 2021 at 67. The Florida Realtor MLSs have adopted this rule. See, e.g., STELLAR MULTIPLE LISTING SERVICE RULES & REGULATIONS art. 09.01 (subsequently amended in Nov. 2023); MIAMI ASSOCIATION OF REALTORS, INC. MULTIPLE LISTING SERVICE 2023 § 5 (citing NAR Policy Statement 7.23); M.L.S. OF NAPLES, INC. MULTIPLE LISTING SERVICE RULES AND REGULATIONS art. 5, § 5, n.1 (effective Jan. 1, 2021); NORTHEAST FLORIDA MULTIPLE LISTING SERVICE, INC. RULES AND REGULATIONS § 5, n.5 (effective May 26, 2021); CENTRAL PANHANDLE ASSOCIATION OF REALTORS MULTIPLE LISTING SERVICE RULES § 5.0. NAR’s Code of Ethics likewise provides that, “[i]n cooperative transactions REALTORS® shall compensate cooperating REALTORS® (principal brokers).” See NAR Code of Ethics Standard of Practice 16-15. 66. The Handbook further states that “multiple listing services shall not publish listings that do not include an offer of compensation expressed as a percentage of the gross selling price or as a definite dollar amount, nor shall they include general invitations by listing brokers to other participants to discuss terms and conditions of possible cooperative relationships.” NAR HANDBOOK ON MULTIPLE LISTING POLICY 2021 at 38. Again, the Florida Realtor MLSs have adopted this rule. See, e.g., STELLAR MULTIPLE LISTING SERVICE RULES & REGULATIONS art. 09.01 (subsequently amended in Nov. 2023); MIAMI ASSOCIATION OF REALTORS, INC. MULTIPLE LISTING SERVICE 2023 § 5; NORTHEAST FLORIDA MULTIPLE LISTING SERVICE, INC. RULES AND REGULATIONS § 5, n.5 (effective May 26, 2021); M.L.S. OF NAPLES INC. MULTIPLE LISTING SERVICE RULES AND REGULATIONS art. 5, § 5, n.1 (effective Jan. 1, 2021) (“The compensation specified on listings published by the MLS shall be shown either as a percentage of the gross selling price or as a definite dollar amount.”); CENTRAL PANHANDLE ASSOCIATION OF REALTORS 19 MULTIPLE LISTING SERVICE RULES § 5.0. Zero is “not acceptable.” NORTHEAST FLORIDA MULTIPLE LISTING SERVICE, INC. RULES AND REGULATIONS § 5, n.5 (effective May 26, 2021). The seller-broker must enter a percentage or positive dollar value on the listing. 67. Tellingly, some Florida Realtor MLSs have recently begun to soften the offer-of- compensation rule by modifying their rules and their software to allow the seller-broker to enter zero for the offer of compensation in the listing in response to an adverse verdict in an antitrust trial in Missouri on behalf of a class of certain Missouri, Kansas, and Illinois sellers against the NAR on October 30, 2023. See Jury Verdict, Sitzer v. Nat’l Ass’n of Realtors, No. 19-cv-332 (W.D. Mo. Oct. 31, 2023), D.E. 1294. For example, the Miami Association of Realtors has amended its MLS rules to allow seller-brokers to enter zero for the offer of compensation. See Ex. A. 68. Nevertheless, the Florida Realtor MLSs continue to provide a forum for seller- brokers to make offers of compensation to buyer-agents from the sales price paid by the buyer to the seller. Therefore, sellers and their listing brokers continue to make offers of compensation because buyer-agents will steer buyers to the listings with the highest offers of compensation.3 In fact, buyer brokers often simply refuse to show properties of interest to their clients without an offer of compensation from the seller. Moehrl v. The Nat’l Ass’n of Realtors, No. 19-cv-1610 (N.D. Ill. filed Mar. 6, 2019), D.E. 324-4 at 10–16 (declaration analyzing 602 phone transcripts in which buyer brokers refused to show a property after learning the seller was not offering a pre-set buyer-broker commission). 3 Panle Jia Barwick, Parag A. Pathak, & Maisy Wong, Conflicts of Interest and Steering in Residential Brokerage, 9 Am. Econ. J.: Applied Econ. 191 (2017) (analyzing the effects of commissions on steering using market data from the Greater Boston Area from 1998 to 2011 and concluding that properties listed with lower commissions were less likely to sell and took longer to sell). 20 69. The offer-of-compensation rule reduces competition in the market for buyer-agent services and harms home sellers in a number of ways. First, Defendants use the offer-of- compensation rule and the rules against negotiation to raise and sustain high commission rates for buyer-broker services. They agree that they will not compete on price for buyer-broker commissions: buyer-brokers are no longer competing to offer the lowest possible price to the buyer for their services. They also use the offer-of-compensation rule as a basis to raise and sustain higher seller-broker commission rates based on the higher buyer-broker commissions. 70. The Consumer Federation of America has explained, “[t]ypically, on either a 5% or 6% commission, 3% will be offered to brokers with buyer clients, and that commission split is disclosed to brokers on real estate firm and multiple listing service databases.”4 The listing of the 3% split “then acts as a powerful force to discourage lower splits of 2% or even 1% because listing brokers, and their sellers, fear that properties carrying these lower splits will not be shown.”5 71. As a result, “[a] listing broker lists a split below this level at their, and their clients’, peril because of the risk that traditional brokers working with buyers will avoid this property.”6 “This informal discrimination against price competitors is the most important factor that allows dominant brokers to maintain high and uniform prices.”7 72. As co-conspirator Keller Williams has acknowledged in its instructions to seller- 4 Stephen Brobeck and Patrick Woodall, How the Real Estate Cartel Harms Consumers and How Consumers Can Protect Themselves, CONSUMER FED’N OF AM., at 4 (June 2006), https://consumerfed.org/wp-content/uploads/2006/06/6-19-06-Real-Estate-Cartel_Report.pdf. 5 Id. 6 Testimony of Stephen Brobeck, Residential Real Estate Brokerage Services: a Cockamamie System that Restricts Competition and Consumer Choice, CONSUMER FED’N OF AM., at 3–4 (July 25, 2006), http://consumerfed.org/wp-content/uploads/2006/07/7-25-06-Residential-Real-Estate- Brokerage_Testimony.pdf. 7 Id. 21 brokers regarding what to tell home s