Designated Sales Associates in a Commercial Deal

The arrangement can be valid because the transaction is nonresidential. Florida allows designated sales associates only in nonresidential transactions; the procedure is not available for residential deals. The brokerage must obtain the written consent of all parties at the time of engagement. Here both Pinnacle and Riverside signed that consent, so the threshold requirement is met. Each designated associate may act as a single agent for the principal they represent, while the broker remains neutral and supervises the office. The brokerage should document which associate represents which principal, confirm that both associates are properly licensed under Gulfstream, and provide written disclosures explaining that Ben owes fiduciary duties to Pinnacle and Carla owes fiduciary duties to Riverside. The broker should not treat the arrangement as a dual agency in which the broker personally represents both sides. If the written consent had not been obtained at the time of engagement, the designation would be invalid and the brokerage would need to proceed as a transaction broker with consent or with one party as a customer. Because the consent is valid, Ana should not casually override the structure by asking the associates to pool information.

Ben may not disclose Pinnacle's $5.7 million acceptance point, its mortgage distress, or its year-end deadline. That information belongs to Pinnacle and was learned in the course of Ben's representation. Carla may not disclose Riverside's $6.5 million authorized ceiling. Under the designated sales associate structure, confidential information is not shared with the broker or with the other designated associate. Each associate owes the same fiduciary duties that a single agent owes, including confidentiality, loyalty, disclosure of material facts to the principal, and obedience to lawful instructions. Ana's request to 'compare notes' is improper because it would breach both principals' confidences and undermine the designation. Ben and Carla should each tell Ana that they cannot share the information and should document the request and their refusal. They may share nonconfidential factual information needed to prepare offers, such as inspection deadlines or the form of the contract, but not negotiating positions. If a principal authorizes disclosure in writing, that authorization should be specific and documented. Absent authorization, the associates should continue to negotiate without revealing the other side's reserve or ceiling.

If Ben reveals Pinnacle's $5.7 million figure to Carla, or Carla reveals Riverside's $6.5 million ceiling to Ben, the disclosing associate breaches the fiduciary duty of confidentiality and may face license discipline, a civil claim for damages, and possible rescission or renegotiation of the transaction. The brokerage also faces exposure for inadequate supervision and for the broker's improper instruction to compare notes. The harmed principal may argue that the deal was tainted and may seek damages or attempt to void the contract. Ana should immediately retract the instruction in writing, remind Ben and Carla of their separate duties, and require each to sign a confidentiality acknowledgment. She should establish an information barrier: separate files, separate negotiation communications, and no joint strategy meetings on price or terms. If a leak occurs, she should consult counsel, consider whether the affected principal must be notified, and avoid any further disclosure. She should not attempt to use the leaked information to close the deal, because that would compound the breach. The broker's role is to supervise the office and ensure compliance, not to become a conduit for either side's confidential information.