Procuring Cause in Commercial Real Estate: How Florida Brokers Protect the Commission

Procuring cause asks whose work actually brought about the sale, not who wrote the final contract. It asks whether a broker's efforts started a chain of events that led, without a real break, to the buyer and seller reaching a deal. For a plain-language overview of the concept, see our guide, What Is Procuring Cause?

Commercial deals strain that question in ways residential sales rarely do:

• Longer timelines. A commercial sale can take months or years. Long gaps make it easier for the other side to argue the chain was broken.
• Entities instead of people. The buyer who toured the property may close through a new LLC, a parent company, or a joint venture partner. The name on the deed may not match the name in the broker's registration letter.
• Direct deals. A buyer who learned about a property through a broker may later contact the owner directly.
• Multiple brokers. Listing brokers, cooperating brokers, tenant representatives, and consultants can all claim some role in the same transaction.

None of these facts decides the case alone. The dispute usually comes down to the record: what the broker did, when, and how directly it connects to the deal that closed.

Florida's Commercial Real Estate Sales Commission Lien Act, sections 475.700 through 475.719 of the Florida Statutes, lets a broker claim a lien on the owner's net proceeds from a commercial sale. It does not let the broker lien the property itself. Under section 475.703(1), the lien is treated as a lien on personal property and attaches to the owner's net proceeds only.

It applies only to commercial real estate. Section 475.701 excludes property improved with one single-family home or one structure of one to four residential units, unimproved land where the maximum permitted development is one to four residential units, and units sold individually such as condominium units, townhouses, and timeshares.

It requires a written brokerage agreement with the owner. The lien belongs to the broker named in a written brokerage agreement with the owner, not to the broker's agents or independent contractors (section 475.703(4)). Under section 475.719, a buyer's broker who is paid by the buyer under a contract with the buyer cannot record a commission notice or claim a lien on the owner's proceeds. That broker may, however, notify the closing agent and the other parties of its right to be paid, and the statute says that notice is not tortious interference.

The broker must disclose the lien rights up front. Section 475.703(5) requires the broker to disclose to the owner, at or before the time the owner signs the brokerage agreement, that the lien rights exist and cannot be waived before the commission is earned. A broker who skips that disclosure cannot enforce the lien.

When the commission is earned matters. Under section 475.703(2), the commission is earned at the earlier of the event the brokerage agreement says earns it, or when the owner signs a contract to sell all or part of the property, if the commission would be payable if that sale closes.

The Act is unforgiving on timing. Under section 475.705(3), to enforce the lien the broker must deliver a sworn, notarized commission notice within 30 days after the commission is earned and at least 1 day before closing. The notice goes to the owner and, if the broker knows who it is, the closing agent. If the broker learns who the closing agent is later, the broker must deliver a copy within 3 days after learning it, and still at least 1 day before closing.

What if the owner signed a sale contract behind the broker's back, so the broker did not know to send the notice? Section 475.705(4) gives a narrow way out. The broker can still enforce the lien by delivering the notice to the owner and the closing agent before the closing agent disburses the owner's proceeds, along with a sworn affidavit stating that the delay was solely because the owner contracted without the broker's knowledge. Once the money is disbursed, a notice is ineffective under the Act.

Recording adds another layer. Under section 475.707, a broker may record the notice in the county where the property sits. Recording perfects the lien, but it gives a closing agent constructive notice only after it has been of record for at least 60 days. A recorded notice expires one year after recording unless the broker records an extension during the last 60 days before it expires.

If a closing agent is holding a qualifying notice, section 475.709 requires the agent to set aside from the owner's net proceeds an amount equal to the commission claimed. The owner then has to confirm or dispute the claim. If the owner does neither within 5 days after closing, and the closing agent has reasonable evidence the notice was delivered to the owner, the commission is deemed confirmed and released to the broker.

If the owner disputes the commission and the parties do not resolve it in writing within 5 days after closing, and no one has filed suit, section 475.711 requires the closing agent to file an interpleader action and deposit the disputed money into the court registry. Section 475.713 lets the owner or the broker sue in the county where the property is located. The non-prevailing party between the owner and the broker pays the prevailing party's costs and reasonable attorney's fees.

For a broker, that is the real value of the lien. The money stays put while the dispute is decided, instead of leaving the closing table with the seller.

The lien protects a commission the owner agreed to pay in a written brokerage agreement. It does not answer every dispute. Procuring cause still matters when:

• the brokerage agreement says the commission is earned if the broker is the procuring cause of a sale;
• the listing has expired and the broker relies on a protection or tail period covering buyers the broker introduced;
• two brokers claim the same commission and the question is which one's work produced the deal;
• a cooperating broker without a direct agreement with the owner is looking for a claim against the listing broker or others; or
• the facts suggest the owner, buyer, and another broker arranged the deal to cut out the broker who did the work.

That last situation can turn a commission dispute into a claim for fraud, civil conspiracy, or tortious interference. We discuss those claims in Commission Fraud and Civil Conspiracy and Straw Broker Schemes.

Deadlines for the underlying claim also matter. Under section 95.11 of the Florida Statutes, an action on a written contract generally must be brought within five years (section 95.11(2)(b)), and an action on a contract not founded on a written instrument, or an action founded on fraud, generally within four years (sections 95.11(3)(j) and (3)(i)). When a claim accrues can be disputed, so do not wait on these outer limits.

If you are a commercial broker and you think a deal you worked on is about to close, or already closed, without you:

1. Find your brokerage agreement. Confirm it is in writing, signed by the owner, and includes the lien disclosure required by section 475.703(5).
2. Pin down when the commission was earned. If the owner has signed a sale contract, the 30-day notice clock may already be running.
3. Identify the closing agent. Title companies and closing attorneys can often be identified from the contract, the buyer's lender, or public filings.
4. Prepare and deliver the commission notice in the form the statute requires: sworn, notarized, and delivered to the owner and the closing agent at least 1 day before closing.
5. Consider recording the notice in the county where the property is located, and calendar the one-year expiration.
6. Preserve your record of procuring cause: registration letters, tour logs, emails, texts, offering memoranda, CoStar or LoopNet inquiries, call logs, and any document showing the buyer's principals and related entities.
7. Act quickly. Lien rights can be lost in days.

We represent brokers across Florida, including Miami-Dade, Broward, Palm Beach, Tampa, Orlando, and Jacksonville, in commission and procuring cause disputes. Our firm tried a broker commission and procuring cause case to a $47.83 million jury verdict in May 2026. This was a jury verdict; post-trial proceedings may affect the final judgment and amounts recovered. Past results do not guarantee a similar outcome.

If a commercial deal you worked on is heading to closing without you, time matters. Call us at 305-748-3789 to schedule a consultation. Meetings by appointment only. You can also learn more on our Broker Commission Disputes page.

This article provides general information about Florida law and is not legal advice. Reading it does not create an attorney-client relationship.