Jenkins v. Locke-Paddon Co.

RICHARDS, J.

This is an appeal from a judgment in plaintiff’s favor for the sum of $450 alleged to be due from the defendant as a commission in a transaction involving the exchange of real properties; and from an order denying a motion for a nonsuit.

The complaint alleges in substance that both plaintiff and defendant are real estate agents; that the defendant as such agent had for sale or exchange certain property near Woodland known as the “Hollingsworth tract”; that the plaintiff knew of a man named Gibney who had certain real estate in Stockton which he would exchange for country property, and, with this knowledge, went to the defendant with a view to bringing about such an exchange; and it was then agreed between them that if the plaintiff would arrange for an exchange of the property of said Gibney for lots in the Hollingsworth tract the defendant would share with plaintiff its commission on said exchange, and pay plaintiff ten per cent on the value of the land so taken by Gibney in such exchange; that said exchange was negotiated by the plaintiff and that the same was fully consummated, but that the defendant had failed and refused to pay said commission due thereon.

The answer admitted that the defendant was a corporation, and that the parties were each real estate agents, but otherwise denied all the other averments of the complaint.

Upon the trial of the cause the testimony of the plaintiff and of Mr. Charles L. Paddon, the secretary of the defendant, and one of its officials with whom the plaintiff chiefly dealt in the premises, was sharply in conflict as to most of the matters involved in the agreement and leading up to the exchange; but the jury apparently resolved these conflicts in favor of the plaintiff and rendered its verdict accordingly.

[54]

A careful reading of the testimony satisfies us that the following facts may fairly be educed therefrom:.The defendant Locke-Paddon Company was a corporation engaged in the business of selling real estate. There was also another corporation known as the “Small Farms Improvement Company,” which was also engaged in handling real estate, having its office in the same rooms with the Locke-Paddon Company. The two companies were so closely interrelated that the president and secretary of the one was also president and secretary of the other, and the stockholders of each were largely, although not wholly, the same; the relation of these two corporations was in fact so intimate that neither charged the other commissions on any sales or exchanges which either might negotiate on behalf of the other, but received the reward or advantage of such co-operation in the profits accruing therefrom to those mutually interested as officers and stockholders of both corporations. According to Mr. Paddon, the president and secretary were the controlling spirits of both corporations, and the Locke-Paddon Company was the managing agent of the Small Farms Improvement Company, which owned the Hollingsworth tract and had placed it with the Locke-Paddon Company for sale or exchange. The plaintiff, having seen an advertisement soliciting exchanges for lots in the Hollingsworth tract, went to the office of the defendant and there met Mr. Charles L. Paddon, its secretary, and informed him that he had two parties with whom he thought he could negotiate an exchange. Mr. Paddon showed him the map of the Hollingsworth tract, and told him that if he could arrange for an exchange with either of his parties there would be ten per cent for him on whatever his customer took in value. The plaintiff testified that his understanding from the first interview, and from a later one in which the matter of his taking his commission in the form of lots was discussed, was that such commission was a part of whatever commission or advantage the defendant would derive from the exchange. After the first interview the plaintiff interested Mr. Gibney in the proposition, and brought him in touch with the defendant, which, through its secretary, Mr. Paddon, undertook to close the deal with Mr. Gibney personally. The plaintiff held a number of later interviews with the defendant, in which for some time he was led to believe that the negotiations with Mr. Gibney had fallen through, but later learned that the