The Greater Capital Association of Realtors is again asking the courts to dissolve the Capital Region Multiple Listing Service, a crucial tool for real estate professionals and buyers across the region.
Things have gotten so bad between the two owners of the CRMLS that dissolution is the only option left, the group said in a petition filed late last month in state Supreme Court in Albany County.
The multiple listing service has been around since 1987, providing a database where brokers can share information on thousands of properties listed in the region. GCAR owns 50 percent of the company’s shares. The Saratoga Schenectady Schoharie Association of Realtors owns the other 50 percent.
Both are trade associations representing Realtors around the region. GCAR, based in Colonie, has more than 2,822 members listed with the service who contribute more than 94 percent of its annual operating income. SSSAR, based in Wilton, has 148 members listed with the service. The CRMLS board of directors is split evenly among appointees from each side.
Over the years, GCAR and its board members became increasingly frustrated with the SSSAR members, who they say resisted technological and business changes necessary for the company’s success. In the fall of 2012, GCAR gave notice that it intended to withdraw from the multiple listing service and form its own. In January 2013, it filed a petition to the court seeking judicial dissolution of the company.
The court dismissed all claims and counterclaims stemming from that petition in January of this year. A court decision is currently pending regarding the ownership of content for properties listed for sale by GCAR members.
Relations between the two sides have only degenerated since, with both sides continuing to disagree over the management and control of the company. In its latest filing, GCAR claims the other side has stopped providing its share of funds to keep the company running, fabricated meeting minutes (sometimes for meetings that had never even occurred), and purposely excluded GCAR directors from meetings. According to the filing, many board meetings end in heated arguments.
SSSAR President Stuart Thomas said it is his hope that the CRMLS can continue to operate.
“We vigorously defend the right for CRMLS to continue for the thousands that rely upon it,” he said. “I would not take any of those allegations too seriously. If you do your research, there’s a lot more to it.”
GCAR contends that Thomas’ group has only injured the company with its actions.
It cites a June 25 meeting in which the SSSAR directors refused to adopt revisions to CRMLS rules and regulations mandated by the National Association of Realtors. The changes were required, GCAR said, in order to maintain its NAR charter and insurance coverage.
It also cited a number of meetings held by the SSSAR directors without the GCAR directors present, where they adopted resolutions without a quorum on behalf of the entire board and illegally hired an attorney on behalf of the organization.
With the board unable to consider any significant business as the dispute wears on, GCAR says the multiple listing service has lost hundreds of thousands of dollars a year, not to mention its reputation and good will.
“Other MLS operators are aware of the protracted dispute between CRMLS’ shareholders and directors, and they have declined to consider CRMLS for collaboration or corporate regionalization opportunities due to the internal dissension and dysfunction at CRMLS,” the petition says. “There is no reasonable expectation that further delay will break the deadlock or resolve the dissension between the parties.”
They asked the court to approve a liquidation and distribution plan for the company, and to award relief for any attorneys fees and other costs the court deems just.