Neuhart v. George K. Porter Co.

JAMES, J.

Plaintiff alleged in his complaint that on or about the twenty-fifth day of November, 1909, he was employed by the defendant to obtain a purchaser for certain corporate bonds and stock and to negotiate a sale thereof subject to defendant’s approval, for which it was agreed he was to receive a commission of one per cent on the amount of the sale. He alleged further that he did obtain a purchaser who was ready, able, and willing to pay the sum of two hundred thousand dollars for said stock and bonds and that the defendant agreed to accept the offer and to consummate the sale, but that it subsequently refused so to do, and sold the property to persons other than the proposed purchasers alleged to have been secured by plaintiff. Defendant admitted by its answer that one of its officers had agreed with the plaintiff that if a sale of the stock and bonds was made to a buyer found by plaintiff for a price satisfactory to defendant, a commission of one per cent would be paid, and admitted that the plaintiff had informed said officer that he had a purchaser who was able, ready, and willing to pay the sum of two hundred thousand dollars for the stock and bonds. It was denied that this offer was ever accepted, and it was denied that plaintiff did procure a proposed purchaser who was ready, able, and willing to pay the price mentioned. The

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answer contained other matter of defense not necessary to be here stated. Upon trial being had, judgment was rendered in favor of plaintiff and a motion for a new trial was thereafter denied. Defendant has appealed from the judgment and from the order denying its motion for a new trial.

A determination of this appeal rests largely upon the solution of two questions, to wit: 1. Whether the general manager of defendant corporation had authority to bind the corporation in the matter of the sale of the stock and bonds in question

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2. Whether conceding that such authority existed, the corporation did through such officer accept the proposal made to it through plaintiff for the sale of the stock and bonds at the price of two hundred thousand dollars. It appears reasonably clear from all the evidence that the defendant was a 'corporation organized for the purpose of more conveniently handling the property of the George K. Porter estate, which consisted largely of agricultural lands. This corporation was organized by George K. Porter during his lifetime, and the capital stock of the same was apportioned in equal shares among his wife and two children. After his death his widow married Fred L. Boruff, who at the time of the transaction had with plaintiff was the secretary and general manager of the defendant corporation. The defendant, in addition to its direct ownership in lands, possessed -one hundred and • seventy-seven bonds of the San Fernando Mission Land Company and also one thousand shares of stock of the latter corporation. On tbe twenty-sixth day of August, 1909, at a meeting of the board of directors, a resolution was adopted which provided in part as follows: “Resolved, that Fred L. Boruff, the manager of the company, is hereby authorized and directed to put all the alleged properties of this company, with the exception of the home place, and improvements thereon, together with the orchards and premises surrounding the same, comprising about one hundred acres of land, upon the market for sale upon the most advantageous terms possible ; and he is for that purpose authorized to employ agents to enter into negotiations with any prospective buyers and obtain such propositions as he can, both for the sale of said ranch property and also for the stock and bonds of the San Fernando Mission Land Company, and submit such offers or propositions to the board of directors