The Cunningham Demand

My my my.. Things are getting wild in this Betz Farm saga. I had planned on something different today regarding the agenda item for Tuesday, but I realized its not quite ready yet, so will be doing that tomorrow most likely. Apologies for those looking forward to that.

Today we are going to cover the Kevin Cunningham demand letter that he sent the county demanding $360,000 in commission payments he feels he is owed for his real estate services in regards to Betz Farm. This would equate to a 6% commission on the $6 million sale.

Full disclosure... Not an attorney. This is my interpretation of the contract.. Making that clear for those that continue to say I am running around playing attorney. This is not legal advice 😄

Let's take a look.

Here is the demand letter.

Some history.

On November 5, 2019, Cunningham was awarded a contract with the county to sell surplus land. This is RFP 10-059. He was the only one who submitted a proposal according to the RFP documents.

Not sure why he says in his demand letter that it was "on or about the 4th day of October". It is clearly November.. There are a few of these errors as we go along.

The contract was for a period of 1 year with 3 additional 1 year renewal options that can be renewed upon mutual agreement. If fully executed, the contract would run through November 5, 2023. This will be an important date in a moment.

The contract was for 3 properties with commission percentages ranging from 6% to 8%, for a projected total of $119,518.

On July 13, 2021, the county amended the contract to include the Betz Farm property. This includes a 4% commission rate.

Here is that entire amendment.

Clearly, this shows 4% commission, so why in the world is he asking the county for 6% in his demand letter? The demand should be for $240k, not $360k. I feel it is pretty important if you are going to make a demand to fully enforce your contract that you get the numbers and dates correct, but that is just me.

It is also interesting that this 2021 amendment was left out of the demand letter attachments. He included the original contract that did NOT include Betz Farm and included the amendment from 2022 that extended his contract through November 5, 2023, but not this one... Interesting.

Further, why is Batsel using the 6% number in his recent letter to the county stating these are potential fees to pay in regards to this cancellation? Again, using wrong numbers to make your case shows lack of effort at the very least. Batsel knows better than that. A 10 minute search will provide the information needed.

Now let's break down the contract and see if the demand is valid.

From the 2019 contract.

10.0 Compensation to Broker/Firm: Compensation to be paid to Broker/Firm for the provision of the Services agreed to herein shall be noted in Exhibit "B", attached to this Agreement.

So he gets paid based on Exhibit B.

That is the 6-8% commission discussed above. That means he gets paid when the property closes, as is normal with real estate deals.

However, he is claiming "procuring cause doctrine", which basically means that he did his job in bringing a qualified and willing buyer to the county which produced a contract. He is then claiming that the county is breaching the contract with Bravo/Dix and that has led to the cancellation... not a breach by the buyer. This he is entitled under this doctrine for full commission payments. This is the same claim that Batsel/Dix are claiming... the county is in breach, not Dix.

If that were to be found to be true, the county could be on the hook for the commission payment.

However... this requires a buyer who "ready, able, and willing" to consummate the deal. Bravo/Dix filed an amendment in April 2024 stating that they are only willing to close once they get all approvals for their project they desire. That would mean that the "willing" portion of this is subject to those approvals, which have not happened... therefore, Bravo may not be considered a "willing" buyer absent those approvals.

Moving on. I do not think this will matter as you will see in a moment.

There is this section that outlines request for payment, which states the requests would be in compliance with the terms of the contract... commission based payments when property sale is closed.

Here is an interesting clause.

Basically, this says that if there is a dispute over a payment, the county determines the result of the dispute, but outlines the process. Hint, it is NOT sending a demand letter.

Questions related to this:

• Did Cunningham send an invoice to the county, as required by his contract?
• Did the county reject the request?
• Did he then dispute the rejection?

Those are the steps to challenge lack of payment. That would trigger a 45 business day review of the dispute and then concluded within 60 business days of the payment request.

We are no where near these dates yet... and the county is the ultimate authority on this. However, this does not preclude a court ruling in Cunningham's favor.

But...

The biggest problem for Cunningham? This clause.

This is the conflict of interest clause basically stating that no one associated with the Broker/Firm will enter into any contract regarding this property during the contract term and 2 years beyond it.

For this we go to Crystal River.

This is an email I shared yesterday from Chuck Pigeon regarding Betz Farm and a potential annexation into Crystal River. The date of this email is July 1, 2024.

The highlighted portion shows a parcel that is included in the discussion with Crystal River for annexation. The property has an Altkey ID of 1058350 and at the time was owned by The Mary Street, LLC.

The owner of Mary Street LLC? Kevin Cunningham.

Why is this important? Because this parcel is connected to the Betz Farm project's potential annexation. Pigeon cannot just go to the city with a hypothetical property and explore annexation without permission from the property owner. That generally requires an agreement with the owner that they will allow those discussions... or a pending sales contract.

I have it on good authority that this property went pending in December 2023 and never hit the market again. The sale finalized in December 2025. So who did it go pending to? Dix Development or one of the subsidiaries? That would allow Pigeon to use that property in the annexation discussions with the city. It ultimately sold to a Dicks owned LLC.

More importantly, Cunningham's contract with the county ended November 5, 2023. If this went under contract/pending in December 2023 to Dix, that would trigger the conflict of interest clause, and thus the county can void the contract.

It is interesting that the closing took place December 8th, two years and one month after his contract with the county expired. That would avoid the conflict clause, but the question is when was the contract signed? I believe the county has the right to ask that question if it is going to reject the payment request, per the contract and potentially trigger this clause to get out of the payment completely.

However... he is still the realtor of record for the Betz Farm project, despite his contract expiring over two years ago. I verified that with the county a few weeks ago. I would then argue that the sale in December 2025 would still trigger the conflict clause since he is still working in that capacity... but again, the contract was likely signed before the 2 year window of his contract expiring.

And this parcel is shown on Dix Development's website as part of the Betz Farm project. So clearly, there are plans to tie all this together into a larger project.

Then you have Dicks' own words in a Chronicle article from December 5, 2025:

"This acquisition completes the Betz Farm assemblage and positions the community for smart, long-term growth,” Dicks said. “The connection to Citrus Avenue gives the project the proper gateway it needed, and it will allow future residents to enjoy everything Crystal River has to offer. We look forward to final approval and closing on the remaining Betz Farm property with Citrus County.”

That ties this parcel to the Betz Farm project from the mouth of the owner of Bravo Land Group, who is under contract with the county for the purchase of the property.

Pretty sure that becomes a slam dunk on the conflict clause when the contracted buyer of the property the broker is selling for the county admits on the record that the purchase of the broker's owned property on Citrus Ave completes the Betz Project.

The only way Cunningham would avoid this is to show that the property did not go under contract BEFORE November 6, 2025 to a Dix related entity... which is the first date outside the two year window required in his contract with the county.

Let's see if the county gets that... My guess is they do not.