Preview
FILED: WESTCHESTER COUNTY CLERK 03/11/2024 11:36 AM INDEX NO. 60767/2018
NYSCEF DOC. NO. 1822 RECEIVED NYSCEF: 03/11/2024
HL EXHIBIT 67
CHRISTOPHER MEYERS AFFIDAVIT
FILED: WESTCHESTER COUNTY CLERK 03/11/2024 11:36 AM INDEX NO. 60767/2018
NYSCEF DOC. NO. 1822 RECEIVED NYSCEF: 03/11/2024
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF WESTCHESTER
PAMELA GOLDSTEIN,
ELLYN & TONY BERK as Administrators of
the Estate o f Winifred Berk, and PAUL
BENJAMIN, on behalf of themselves and all AFFIDAVIT
others similarly situated,
Index No. 60767t2018
Plaintiffs, Hon. Linda S. Jamieson
vs.
HOULIHAN/LAWRENCE INC.,
Defendant.
AFFIDAVIT
Christopher Meyers, being first duly sworn, deposes and says:
1. M y name is Christopher Meyers, and I live in Darien, Connecticut.
2. I first became affiliated with Houlihan Lawrence in 2003. At that time, the
company was owned by my sister, Nancy Seaman, who had acquired the company in 1990 with
her then-husband, Peter Seaman. I subsequently joined the company as a part-owner and officer,
having worn many different hats over the years, including managing principal, chief operating
officer, and chief executive officer. In 2017, my sister, brother (Stephen Meyers), and I sold our
ownership interests in the company to a subsidiary of Berkshire Hathaway HomeServices, Inc.,
but I stayed on as Chief Executive Officer from 2017 to March 2020. I no longer have any
ownership interest in the company.
3. I n October 2023, I re-joined Houlihan Lawrence as an independent contractor to
consult on various matters. I am currently acting as interim manager for the Bronxville office.
FILED: WESTCHESTER COUNTY CLERK 03/11/2024 11:36 AM INDEX NO. 60767/2018
NYSCEF DOC. NO. 1822 RECEIVED NYSCEF: 03/11/2024
4. W h e n Nancy and Peter acquired Houlihan Lawrence in 1990, it was a financially
challenged company. To keep the company afloat and to ultimately grow it, Nancy and Peter
took several steps to conserve the company's cash and to retain its agents. As an example, when
I joined the company in 2003, it already had in place a compensation program designed to delay
payment of a portion of each agent's commission compensation until after the end of the quarter.
This effectively allowed the company to conserve cash during the quarter and to create an
incentive for agents to remain with the company through quarter-end to ensure they received
their full compensation. The company also had an in-house bonus program, which effectively
allowed the company to pay an overall lower share of the commission to agents on most
transactions, while paying a slightly higher share on transactions that happened to have Houlihan
Lawrence agents on both sides. Based on many conversations with Peter and others at the
company, I understand that the in-house bonus program dates back to before Peter's acquisition
of the company (i.e., before 1990).
5. Throughout my career at Houlihan Lawrence, I was heavily involved in efforts
both to retain our best agents and to recruit other top agents to join our company. Competition
for top agents in this business is vigorous. Through my retention and recruitment discussions,
became very familiar with our main competitor's compensation plans. For example, I know that
one of our primary competitors in Westchester County during the class period—Julia B. Fee,
which ultimately became associated with the Sotheby's brand—had an in-house bonus program
similar to the Houlihan Lawrence program. When I recruited agents to join Houlihan Lawrence
from Julia B. Fee, those agents would often ask that Houllan Lawrence "match" the in-house
bonus opportunities provided by Julia B. Fee.
2
FILED: WESTCHESTER COUNTY CLERK 03/11/2024 11:36 AM INDEX NO. 60767/2018
NYSCEF DOC. NO. 1822 RECEIVED NYSCEF: 03/11/2024
6. A t Houlihan Lawrence, only some agents were eligible for the in-house bonus
program. Generally, real estate agents negotiate a "commission split" with their broker and other
fmancial terms (such as who will pay marketing expenses, eligibility for production bonuses,
etc.). When I first joined Houlihan Lawrence, a 50150 split was a common compensation
arrangement at Houlihan Lawrence. But over time, agents gained more negotiating leverage, and
the split shifted in favor of the agent. To compensate for this fact, when agents asked for higher
compensation splits, we often would condition such adjustments on their losing access to the in-
house bonus program.
7. I understand that the Plaintiffs in this case have alleged that Houlihan Lawrence's
in-house bonus program was part of some "orchestrated strategy" to increase the number of dual
agency and dual agency with designated salespersons for the company. This is categorically
false. During my tenure with the company, Houlihan Lawrence never had a strategy to increase
the number of dual agency or dual agency with designated salespersons transactions. Instead, the
company's guiding principle was to grow the company by increasing the total number of
transactions in which it acted as a broker. And the best way to do this was by (1) recruiting and
retaining highly productive agents and (2) encouraging repeat business and positive referrals by
providing excellent service.
S. P l a i n t i f f s show a fundamental misunderstanding of the business when they argue
that dual agency transactions increase a broker's market share. That is simply not true. Dual
agency transactions are the result of having a large market share; they do not create a large
market share.
9. C o n s i d e r how most dual agency transactions arise. Most such transactions arise
when one Houlihan Lawrence agent represents a seller, and a different Houlihan Lawrence agent
3
FILED: WESTCHESTER COUNTY CLERK 03/11/2024 11:36 AM INDEX NO. 60767/2018
NYSCEF DOC. NO. 1822 RECEIVED NYSCEF: 03/11/2024
represents a buyer who is looking for a home. If that buyer happens to purchase the house listed
by a different Houlihan Lawrence agent, a dual agency transaction may occur, and Houlihan
Lawrence would earn a commission on both the listing and the buyer side. But Houlihan
Lawrence would also earn both a commission on the listing side and the buyer side if that same
buyer purchased a different house that was not listed by a Houlihan Lawrence agent. Thus, the
dual agency character of the transaction has no net impact on Houlihan Lawrence's income or
market share.
10. Indeed, if the company or its agents were to attempt to push clients into buying a
particular inferior house or accepting an inferior offer in order to generate a dual agency
transaction, there would be an increased risk that the seller or the buyer or both would be
unhappy at the end of the transaction. The cost to the company and its agents of creating
unhappy clients and the resulting impact on their reputations would far outweigh any short-term
benefit from earning the commissions at issue in that transaction. Anyone in the real estate
business knows that the primary source of future business for an agent is a positive referral from
a past client. In my experience, neither Houlihan Lawrence as a company nor any of its agents
would jeopardize this long-term source of business for a dual agency transaction (or an in-house
bonus, for that matter). In my view, the fact that Houlihan Lawrence and its agents have been so
successful in creating a well-respected and sought-after brand is objective evidence that both the
company and its agents have generated a satisfied client base. To me, this success is inherently
inconsistent with Plaintiffs' theory that Houlihan Lawrence and its agents have engaged in an
orchestrated, wide-spread scheme to take unfair advantage of their clients.
11. Houlihan Lawrence agents are independent contractors who receive training
relating to dual agency from a variety of independent sources, including through New York
4
FILED: WESTCHESTER COUNTY CLERK 03/11/2024 11:36 AM INDEX NO. 60767/2018
NYSCEF DOC. NO. 1822 RECEIVED NYSCEF: 03/11/2024
state-mandated licensing courses, local and state REALTOR(S) associations, and the other
brokers with whom they have worked during their careers. Houlihan Lawrence has always relied
on its agents—all of whom are licensed by the State of New York—to fulfill their fiduciary
duties to their clients. This includes making the agency disclosures required by the state.
12. Houlihan Lawrence has never directed, instructed, or encouraged its agents to
mislead their clients with respect to dual agency transactions. To the contrary, Houlihan
Lawrence has always directed its agents to disclose the role in which they are acting in a
particular transaction, including any role as a dual agent or designated salesperson, and to obtain
their clients' informed consent to that role. I am not aware of any complaints from customers
prior to this lawsuit in which any client claims to have been unaware that Houlihan Lawrence
agents were on both sides of a dual agency or dual agency with designated salespersons
transaction. Nor would I have expected any such complaints given that, in my experience, agents
go out of their way to make suit that every client understands they are affiliated with the
Houlihan Lawrence brand.
13. D u r i n g my tenure, all real estate training courses and materials offered by
Houlihan Lawrence to its real estate agents were optional, and Houlihan Lawrence never
required its agents to attend any particular training. On some occasions, Houlihan Lawrence
brought in independent, outside resources to provide optional training regarding dual agency
disclosures. For example, Houlihan Lawrence brought in Don Cummins (Director of Legal
Affairs) and Leon Cameron (Director of Legal Services and Professional Standards) from the
Hudson Gateway Association of REALTORS® ("HOAR") to discuss dual and designated dual
agency. Houlihan Lawrence never told real estate agents to ignore Cummins nor Cameron's
5
FILED: WESTCHESTER COUNTY CLERK 03/11/2024 11:36 AM INDEX NO. 60767/2018
NYSCEF DOC. NO. 1822 RECEIVED NYSCEF: 03/11/2024
training on dual agency, or any other training or advice they received from independent sources
on these topics.
14. D u r i n g my tenure, Houlihan Lawrence never imposed any type of "script" on its
agents for how to handle the 443 Disclosure Form or to otherwise obtain consent to dual agency
transactions. Instead, the company relied on its agents to use their own training and experience
when presenting the 443 Disclosure Form to a client, including the training they received from
state-certified instructors to receive their state licenses.
15. I am a citizen of the United States, I am older than 18 years old, and I am
competent to give testimony in this matter. Unless stated otherwise, the above testimony is based
on my own personal knowledge.
6
FILED: WESTCHESTER COUNTY CLERK 03/11/2024 11:36 AM INDEX NO. 60767/2018
NYSCEF DOC. NO. 1822 RECEIVED NYSCEF: 03/11/2024
STATE OF NEW YORK
) ss:
COUNTY OF WESTCHESTER
tilev
Christophef Meyers
Sworn to and subscribed before me
this 2'..) day of MA-cc-ii, 2024.
,
NOTARY PUBLIC
•DAVIDH HAMNER'S
Nagy Put*,Stateof Connecticut SEAL
CommissiceEkoiresMarch31i 2025
FILED: WESTCHESTER COUNTY CLERK 03/11/2024 11:36 AM INDEX NO. 60767/2018
NYSCEF DOC. NO. 1822 RECEIVED NYSCEF: 03/11/2024
Certificate of Counsel
Pursuant to Commercial Division Rule 17
I, Robert D . MacGill, counsel f o r Defendant, hereby certify, p u r s u a n t t o
Commercial Division Rule 17, that the word count for the foregoing document, excluding
the caption, table of contents, table of authorities, and signature block, is 1528 words.
This document therefore complies w i t h t h e r u l e t h a t l i m i t s briefs, memoranda,
affirmations, and affidavits to 7,000 words. I certify that the Microsoft Word generated
word count for this document is 1528 words.
Dated: Indianapolis, Indiana
March 11, 2024
/s/Robert D. MacGill
Preview
FILED: WESTCHESTER COUNTY CLERK 03/11/2024 11:36 AM INDEX NO. 60767/2018 NYSCEF DOC. NO. 1822 RECEIVED NYSCEF: 03/11/2024 HL EXHIBIT 67 CHRISTOPHER MEYERS AFFIDAVIT FILED: WESTCHESTER COUNTY CLERK 03/11/2024 11:36 AM INDEX NO. 60767/2018 NYSCEF DOC. NO. 1822 RECEIVED NYSCEF: 03/11/2024 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF WESTCHESTER PAMELA GOLDSTEIN, ELLYN & TONY BERK as Administrators of the Estate o f Winifred Berk, and PAUL BENJAMIN, on behalf of themselves and all AFFIDAVIT others similarly situated, Index No. 60767t2018 Plaintiffs, Hon. Linda S. Jamieson vs. HOULIHAN/LAWRENCE INC., Defendant. AFFIDAVIT Christopher Meyers, being first duly sworn, deposes and says: 1. M y name is Christopher Meyers, and I live in Darien, Connecticut. 2. I first became affiliated with Houlihan Lawrence in 2003. At that time, the company was owned by my sister, Nancy Seaman, who had acquired the company in 1990 with her then-husband, Peter Seaman. I subsequently joined the company as a part-owner and officer, having worn many different hats over the years, including managing principal, chief operating officer, and chief executive officer. In 2017, my sister, brother (Stephen Meyers), and I sold our ownership interests in the company to a subsidiary of Berkshire Hathaway HomeServices, Inc., but I stayed on as Chief Executive Officer from 2017 to March 2020. I no longer have any ownership interest in the company. 3. I n October 2023, I re-joined Houlihan Lawrence as an independent contractor to consult on various matters. I am currently acting as interim manager for the Bronxville office. FILED: WESTCHESTER COUNTY CLERK 03/11/2024 11:36 AM INDEX NO. 60767/2018 NYSCEF DOC. NO. 1822 RECEIVED NYSCEF: 03/11/2024 4. W h e n Nancy and Peter acquired Houlihan Lawrence in 1990, it was a financially challenged company. To keep the company afloat and to ultimately grow it, Nancy and Peter took several steps to conserve the company's cash and to retain its agents. As an example, when I joined the company in 2003, it already had in place a compensation program designed to delay payment of a portion of each agent's commission compensation until after the end of the quarter. This effectively allowed the company to conserve cash during the quarter and to create an incentive for agents to remain with the company through quarter-end to ensure they received their full compensation. The company also had an in-house bonus program, which effectively allowed the company to pay an overall lower share of the commission to agents on most transactions, while paying a slightly higher share on transactions that happened to have Houlihan Lawrence agents on both sides. Based on many conversations with Peter and others at the company, I understand that the in-house bonus program dates back to before Peter's acquisition of the company (i.e., before 1990). 5. Throughout my career at Houlihan Lawrence, I was heavily involved in efforts both to retain our best agents and to recruit other top agents to join our company. Competition for top agents in this business is vigorous. Through my retention and recruitment discussions, became very familiar with our main competitor's compensation plans. For example, I know that one of our primary competitors in Westchester County during the class period—Julia B. Fee, which ultimately became associated with the Sotheby's brand—had an in-house bonus program similar to the Houlihan Lawrence program. When I recruited agents to join Houlihan Lawrence from Julia B. Fee, those agents would often ask that Houllan Lawrence "match" the in-house bonus opportunities provided by Julia B. Fee. 2 FILED: WESTCHESTER COUNTY CLERK 03/11/2024 11:36 AM INDEX NO. 60767/2018 NYSCEF DOC. NO. 1822 RECEIVED NYSCEF: 03/11/2024 6. A t Houlihan Lawrence, only some agents were eligible for the in-house bonus program. Generally, real estate agents negotiate a "commission split" with their broker and other fmancial terms (such as who will pay marketing expenses, eligibility for production bonuses, etc.). When I first joined Houlihan Lawrence, a 50150 split was a common compensation arrangement at Houlihan Lawrence. But over time, agents gained more negotiating leverage, and the split shifted in favor of the agent. To compensate for this fact, when agents asked for higher compensation splits, we often would condition such adjustments on their losing access to the in- house bonus program. 7. I understand that the Plaintiffs in this case have alleged that Houlihan Lawrence's in-house bonus program was part of some "orchestrated strategy" to increase the number of dual agency and dual agency with designated salespersons for the company. This is categorically false. During my tenure with the company, Houlihan Lawrence never had a strategy to increase the number of dual agency or dual agency with designated salespersons transactions. Instead, the company's guiding principle was to grow the company by increasing the total number of transactions in which it acted as a broker. And the best way to do this was by (1) recruiting and retaining highly productive agents and (2) encouraging repeat business and positive referrals by providing excellent service. S. P l a i n t i f f s show a fundamental misunderstanding of the business when they argue that dual agency transactions increase a broker's market share. That is simply not true. Dual agency transactions are the result of having a large market share; they do not create a large market share. 9. C o n s i d e r how most dual agency transactions arise. Most such transactions arise when one Houlihan Lawrence agent represents a seller, and a different Houlihan Lawrence agent 3 FILED: WESTCHESTER COUNTY CLERK 03/11/2024 11:36 AM INDEX NO. 60767/2018 NYSCEF DOC. NO. 1822 RECEIVED NYSCEF: 03/11/2024 represents a buyer who is looking for a home. If that buyer happens to purchase the house listed by a different Houlihan Lawrence agent, a dual agency transaction may occur, and Houlihan Lawrence would earn a commission on both the listing and the buyer side. But Houlihan Lawrence would also earn both a commission on the listing side and the buyer side if that same buyer purchased a different house that was not listed by a Houlihan Lawrence agent. Thus, the dual agency character of the transaction has no net impact on Houlihan Lawrence's income or market share. 10. Indeed, if the company or its agents were to attempt to push clients into buying a particular inferior house or accepting an inferior offer in order to generate a dual agency transaction, there would be an increased risk that the seller or the buyer or both would be unhappy at the end of the transaction. The cost to the company and its agents of creating unhappy clients and the resulting impact on their reputations would far outweigh any short-term benefit from earning the commissions at issue in that transaction. Anyone in the real estate business knows that the primary source of future business for an agent is a positive referral from a past client. In my experience, neither Houlihan Lawrence as a company nor any of its agents would jeopardize this long-term source of business for a dual agency transaction (or an in-house bonus, for that matter). In my view, the fact that Houlihan Lawrence and its agents have been so successful in creating a well-respected and sought-after brand is objective evidence that both the company and its agents have generated a satisfied client base. To me, this success is inherently inconsistent with Plaintiffs' theory that Houlihan Lawrence and its agents have engaged in an orchestrated, wide-spread scheme to take unfair advantage of their clients. 11. Houlihan Lawrence agents are independent contractors who receive training relating to dual agency from a variety of independent sources, including through New York 4 FILED: WESTCHESTER COUNTY CLERK 03/11/2024 11:36 AM INDEX NO. 60767/2018 NYSCEF DOC. NO. 1822 RECEIVED NYSCEF: 03/11/2024 state-mandated licensing courses, local and state REALTOR(S) associations, and the other brokers with whom they have worked during their careers. Houlihan Lawrence has always relied on its agents—all of whom are licensed by the State of New York—to fulfill their fiduciary duties to their clients. This includes making the agency disclosures required by the state. 12. Houlihan Lawrence has never directed, instructed, or encouraged its agents to mislead their clients with respect to dual agency transactions. To the contrary, Houlihan Lawrence has always directed its agents to disclose the role in which they are acting in a particular transaction, including any role as a dual agent or designated salesperson, and to obtain their clients' informed consent to that role. I am not aware of any complaints from customers prior to this lawsuit in which any client claims to have been unaware that Houlihan Lawrence agents were on both sides of a dual agency or dual agency with designated salespersons transaction. Nor would I have expected any such complaints given that, in my experience, agents go out of their way to make suit that every client understands they are affiliated with the Houlihan Lawrence brand. 13. D u r i n g my tenure, all real estate training courses and materials offered by Houlihan Lawrence to its real estate agents were optional, and Houlihan Lawrence never required its agents to attend any particular training. On some occasions, Houlihan Lawrence brought in independent, outside resources to provide optional training regarding dual agency disclosures. For example, Houlihan Lawrence brought in Don Cummins (Director of Legal Affairs) and Leon Cameron (Director of Legal Services and Professional Standards) from the Hudson Gateway Association of REALTORS® ("HOAR") to discuss dual and designated dual agency. Houlihan Lawrence never told real estate agents to ignore Cummins nor Cameron's 5 FILED: WESTCHESTER COUNTY CLERK 03/11/2024 11:36 AM INDEX NO. 60767/2018 NYSCEF DOC. NO. 1822 RECEIVED NYSCEF: 03/11/2024 training on dual agency, or any other training or advice they received from independent sources on these topics. 14. D u r i n g my tenure, Houlihan Lawrence never imposed any type of "script" on its agents for how to handle the 443 Disclosure Form or to otherwise obtain consent to dual agency transactions. Instead, the company relied on its agents to use their own training and experience when presenting the 443 Disclosure Form to a client, including the training they received from state-certified instructors to receive their state licenses. 15. I am a citizen of the United States, I am older than 18 years old, and I am competent to give testimony in this matter. Unless stated otherwise, the above testimony is based on my own personal knowledge. 6 FILED: WESTCHESTER COUNTY CLERK 03/11/2024 11:36 AM INDEX NO. 60767/2018 NYSCEF DOC. NO. 1822 RECEIVED NYSCEF: 03/11/2024 STATE OF NEW YORK ) ss: COUNTY OF WESTCHESTER tilev Christophef Meyers Sworn to and subscribed before me this 2'..) day of MA-cc-ii, 2024. , NOTARY PUBLIC •DAVIDH HAMNER'S Nagy Put*,Stateof Connecticut SEAL CommissiceEkoiresMarch31i 2025 FILED: WESTCHESTER COUNTY CLERK 03/11/2024 11:36 AM INDEX NO. 60767/2018 NYSCEF DOC. NO. 1822 RECEIVED NYSCEF: 03/11/2024 Certificate of Counsel Pursuant to Commercial Division Rule 17 I, Robert D . MacGill, counsel f o r Defendant, hereby certify, p u r s u a n t t o Commercial Division Rule 17, that the word count for the foregoing document, excluding the caption, table of contents, table of authorities, and signature block, is 1528 words. This document therefore complies w i t h t h e r u l e t h a t l i m i t s briefs, memoranda, affirmations, and affidavits to 7,000 words. I certify that the Microsoft Word generated word count for this document is 1528 words. Dated: Indianapolis, Indiana March 11, 2024 /s/Robert D. MacGill