Ralph and Maureen K. Hagan (collectively "Hagan") owned the Stuart Court Apartments in Richmond, Virginia. On April 30, 1994, Hagan executed an agreement with Adams Property Associates, Inc. (Adams), giving Adams the exclusive right to sell the property for $1,600,000. The agreement provided that if the property was "sold or exchanged" within one year, with or without Adams's assistance, Hagan would pay Adams a fee of 6 percent of the "gross sales amount." Seven days before the year expired, Hagan, Roy T. Tepper, and Lynn Parsons formed a limited liability company, Hagan, Parsons, & Tepper, LLC (HPT). By deed dated April 23, 1995, Hagan transferred the property to HPT. Adams contends it is entitled to a commission from Hagan pursuant to the April 1994 agreement. Hagan contends the transaction was just a contribution of capital to a new company, not a sale. Decide. [Hagan v. Adams Property Associates, Inc., 482 S.E.2d 805 (Va. 1997)]
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