Uploaded March 2025 | Updated September 2026, 3 weeks ago
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Premier Van Schaack Realty, Inc. v. Sieg
Utah Court of Appeals
51 P.3d 24 (2002)
A limited liability company or LLC is a legal entity distinct from its members. Thus, if a member transfers property to the company, the transfer is typically treated as a sale or exchange.
However, in Premier Van Schaack Realty versus Sieg, we consider whether such a transfer will still be considered a sale if the member retains an interest in the property.
Premier Van Schaack Realty entered into a listing agreement with Thomas Sieg for the sale of Sieg's real estate.
Under the agreement, if the property was sold or exchanged during the listing period, Sieg owed Premier a seven percent brokerage fee. During the listing period, Sieg formed a limited liability company and agreed to transfer the property to the company in exchange for a forty percent interest in the company, a nine percent preferential rate of return on future profits, and an initial capital contribution balance of six hundred seventy thousand dollars.
The company also agreed to assume five hundred eighty thousand dollars of Sieg's debt, and the other members agreed not to encumber the property without Sieg's approval.
After the conveyance was complete, the company borrowed one point four million dollars secured by a lien on the property. Sieg personally guaranteed this loan. The LLC then used part of the loan proceeds to pay off three hundred thousand dollars of Sieg's debt.
After discovering this arrangement, Premier demanded its brokerage fee. Sieg refused to pay, claiming that his contribution was an investment, not a sale or exchange.
Premier brought suit. The trial court granted summary judgment for Sieg, finding that no sale or exchange occurred because Sieg's transaction with the LLC lacked consideration.
Premier appealed to the Utah Court of Appeals.
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Get more case briefs explained with Quimbee. Quimbee has over 42,700 case briefs (and counting) keyed to 988 casebooks ► quimbee.com/case-briefs-overview
Premier Van Schaack Realty, Inc. v. Sieg
Utah Court of Appeals
51 P.3d 24 (2002)
A limited liability company or LLC is a legal entity distinct from its members. Thus, if a member transfers property to the company, the transfer is typically treated as a sale or exchange.
However, in Premier Van Schaack Realty versus Sieg, we consider whether such a transfer will still be considered a sale if the member retains an interest in the property.
Premier Van Schaack Realty entered into a listing agreement with Thomas Sieg for the sale of Sieg's real estate.
Under the agreement, if the property was sold or exchanged during the listing period, Sieg owed Premier a seven percent brokerage fee. During the listing period, Sieg formed a limited liability company and agreed to transfer the property to the company in exchange for a forty percent interest in the company, a nine percent preferential rate of return on future profits, and an initial capital contribution balance of six hundred seventy thousand dollars.
The company also agreed to assume five hundred eighty thousand dollars of Sieg's debt, and the other members agreed not to encumber the property without Sieg's approval.
After the conveyance was complete, the company borrowed one point four million dollars secured by a lien on the property. Sieg personally guaranteed this loan. The LLC then used part of the loan proceeds to pay off three hundred thousand dollars of Sieg's debt.
After discovering this arrangement, Premier demanded its brokerage fee. Sieg refused to pay, claiming that his contribution was an investment, not a sale or exchange.
Premier brought suit. The trial court granted summary judgment for Sieg, finding that no sale or exchange occurred because Sieg's transaction with the LLC lacked consideration.
Premier appealed to the Utah Court of Appeals.
Want more details on this case? Get the rule of law, issues, holding and reasonings, and more case facts here: quimbee.com/admin/cases/premier-van-schaack-realty-inc-v-sieg
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