Lurton, J.
This case was heard upon an agreed state of facts, from which it appears that the plaintiff, a real estate broker, agreed to procure a [567]*567'purchaser for certain property at $12,800, and to take $300 for Ms commission as compensation. In pursuance of this agreement, Parker did find a number of gentlemen who agreed to take the property together at the price the owner was willing to take. A written agreement of purchase was drawn up at the suggestion of Parker by th.e attorney of Walker, and signed by Walker and the purchasers so procured by the broker.
Twenty days were given within which the purchasers should examine the title and reject same if unsatisfactory. This agreement was a definite agreement to consummate the sale if title was sound, and being signed by the parties, was valid under the statute of frauds, and enforcible in equity by a bill for specific performance by either party. The purchasers, within the time allowed by the contract, consulted counsel as to the title, and being advised that it was defective, declined to carry out their agreement.
Walker caused a bill to be prepared “to enforce performance, and notified the purchasers that it was his purpose to compel performance of their agreement, but, for reasons not stated, did not file his bill, and abandoned his purpose to hold the purchasers to their bargain. Parker, under this state of facts, insists that he has done all he was obligated to do by his employment, and that he is entitled to his commissions. Walker, upon the other hand, resists payment, upon the ground that no sale has been made, and that the refusal .of [568]*568the purchasers to complete the purchase has caused the failure of the negotiations, and that he is not hound to compel a specific performance, hut may drop the matter as an unsuccessful effort to make a sale, for which he owes nothing to the broker.
This view of the matter was taken hy the Circuit Judge to whom the issues of law and fact were submitted, who rendered a judgment for the defendant.
The controversy turns upon the extent of the obligation undertaken hy one who assumes to act as a broker, and the duty which he agrees to perform. “A broker,” says Judge Story, “is an agent who is employed to negotiate sales between' the parties for a compensation in the fonn of a commission. In the proper exercise of his functions he does not act in his own name but only as middle-man.” Story on Contracts, § 344.
In liis work • on agency he defines a broker as “ one who makes a bargain for another, and receives a commission for so doing. Properly speaking, a broker is a mere negotiator between the other parties.” Story’s Agency, §28.
In the substantial correctness of this definition all the authorities concur. The office he undertakes is to bring the buyer and seller to an agreement, or, as some of the cases put it, he undertakes to produce a purchaser willing and able to enter into an agreement of purchase upon the terms of the seller. This general obligation which he assumes or undertakes, may of course be varied [569]*569by contingencies and broadened or narrowed by specific contract.
In the case now under consideration, the very terms of the agreement between the owner of the property and his agent only required the latter to “ procure a purchaser,'’ and the particular agreement conforms to the very definition of a broker’s general contract and undertaking. “To procure a purchaser’’ of real estate, not. only implies that the purchaser shall be one able to comply, but the further idea that the seller and the purchaser must be bound to each other in a valid contract. To this much we agree. An oral agreement upon the part of the purchaser would not be a valid agreement; and if he refused to complete the sale after such oral agreement, without fault upon the part of the seller, the obligation of the broker would not be fulfilled, and he could not recover his commissions. If, on the other hand, the purchaser was not only able but willing to complete the sale, and the vendor then refused, to sell, or is unable to fulfill the terms upon his part, or make a good title, or the trade falls through for any other default upon the part of the seller, the commissions are nevertheless earned. Addison on Contracts, (Morgan’s Ed., Vol. II., Sec. 931); Cooke v. Fiske, 12 Gray, 491; Toombs v. Alexander, 101 Mass., 255 (S. C., 3 Am. Rep., 349); Mooney v. Elder, 56. N. Y., 238.
But if a valid and enforcible agreement be entered into by the purchaser, and he decline to [570]*570complete the sale for insufficient reasons, the seller ought not to be allowed to deprive the broker of his commissions by his refusal to compel the performance of a valid contract, of purchase. The broker in such case has done all he can do, and all he undertook to do. He has produced a purchaser able to comply, or one satisfactory to the seller, for he has accepted him as a purchaser and willing to purchase; for he has freely bound himself by a valid agreement to buy the property. The subsequent unwillingness to carry out his purchase cannot affect the validity of the agreement by which he has bound himself to take the property. This assent of the contracting pai’ties, and this valid agreement, having been brought about through the intervention of the agent, completes his obligation, and is all he undertook to do, and just what his principal employed him to do. If such a purchaser, being thus bound, undertakes to avoid his agreement upon insufficient legal grounds, the vendor may, if he choose, compel a specific performance; but if he elect to release him rather than to incur the expense, or annoyance, or delay of a litigation, he ought not, in equity and justice, make such election at the expense of his broker. Under the particular engagement entered into between the plaintiff and defendant, and under the general and usual agreement implied from the very definition -of the term broker, the plaintiff in this case has accomplished just what he undertook to do, and just what the defendant agreed [571]*571to pay him for doing. No objection is made, or can be made in this case, as to the ability of the purchasers procured by defendant to comply with the terms of the contract of purchase. Such an objection should have been made before "Walker accepted them as purchasers, ancf bound himself to sell to them. Royster v. Mageveny, 9 Lea, 148.
The willingness of Walker to accept the purchasers as such, and his satisfaction with the trade, is shown by an extract from the agreed statement of facts: “After their introduction as would-be purchasers, they either would not or coul'd not pay the $12,300 cash which Walker had authorized Parker to sell the property for, but offered to buy it upon the terins specified in Exhibit A (part cash, balance on time). * * * Walker agreed to those terms, and thereupon Parker, being present at said interview, suggested that said agreement be reduced to writing and signed by the parties, both buyers and sellers, whereupon the written contract, Exhibit A, was drafted by Walker’s lawyer, and executed by all the parties.”
Upon the execution of this agreement of sale nothing more remained that the broker could do, or that' he was bound to do. It was for his principal to elect whether he would hold the purchasers to their bargain or release them.
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Lurton, J.
This case was heard upon an agreed state of facts, from which it appears that the plaintiff, a real estate broker, agreed to procure a [567]*567'purchaser for certain property at $12,800, and to take $300 for Ms commission as compensation. In pursuance of this agreement, Parker did find a number of gentlemen who agreed to take the property together at the price the owner was willing to take. A written agreement of purchase was drawn up at the suggestion of Parker by th.e attorney of Walker, and signed by Walker and the purchasers so procured by the broker.
Twenty days were given within which the purchasers should examine the title and reject same if unsatisfactory. This agreement was a definite agreement to consummate the sale if title was sound, and being signed by the parties, was valid under the statute of frauds, and enforcible in equity by a bill for specific performance by either party. The purchasers, within the time allowed by the contract, consulted counsel as to the title, and being advised that it was defective, declined to carry out their agreement.
Walker caused a bill to be prepared “to enforce performance, and notified the purchasers that it was his purpose to compel performance of their agreement, but, for reasons not stated, did not file his bill, and abandoned his purpose to hold the purchasers to their bargain. Parker, under this state of facts, insists that he has done all he was obligated to do by his employment, and that he is entitled to his commissions. Walker, upon the other hand, resists payment, upon the ground that no sale has been made, and that the refusal .of [568]*568the purchasers to complete the purchase has caused the failure of the negotiations, and that he is not hound to compel a specific performance, hut may drop the matter as an unsuccessful effort to make a sale, for which he owes nothing to the broker.
This view of the matter was taken hy the Circuit Judge to whom the issues of law and fact were submitted, who rendered a judgment for the defendant.
The controversy turns upon the extent of the obligation undertaken hy one who assumes to act as a broker, and the duty which he agrees to perform. “A broker,” says Judge Story, “is an agent who is employed to negotiate sales between' the parties for a compensation in the fonn of a commission. In the proper exercise of his functions he does not act in his own name but only as middle-man.” Story on Contracts, § 344.
In liis work • on agency he defines a broker as “ one who makes a bargain for another, and receives a commission for so doing. Properly speaking, a broker is a mere negotiator between the other parties.” Story’s Agency, §28.
In the substantial correctness of this definition all the authorities concur. The office he undertakes is to bring the buyer and seller to an agreement, or, as some of the cases put it, he undertakes to produce a purchaser willing and able to enter into an agreement of purchase upon the terms of the seller. This general obligation which he assumes or undertakes, may of course be varied [569]*569by contingencies and broadened or narrowed by specific contract.
In the case now under consideration, the very terms of the agreement between the owner of the property and his agent only required the latter to “ procure a purchaser,'’ and the particular agreement conforms to the very definition of a broker’s general contract and undertaking. “To procure a purchaser’’ of real estate, not. only implies that the purchaser shall be one able to comply, but the further idea that the seller and the purchaser must be bound to each other in a valid contract. To this much we agree. An oral agreement upon the part of the purchaser would not be a valid agreement; and if he refused to complete the sale after such oral agreement, without fault upon the part of the seller, the obligation of the broker would not be fulfilled, and he could not recover his commissions. If, on the other hand, the purchaser was not only able but willing to complete the sale, and the vendor then refused, to sell, or is unable to fulfill the terms upon his part, or make a good title, or the trade falls through for any other default upon the part of the seller, the commissions are nevertheless earned. Addison on Contracts, (Morgan’s Ed., Vol. II., Sec. 931); Cooke v. Fiske, 12 Gray, 491; Toombs v. Alexander, 101 Mass., 255 (S. C., 3 Am. Rep., 349); Mooney v. Elder, 56. N. Y., 238.
But if a valid and enforcible agreement be entered into by the purchaser, and he decline to [570]*570complete the sale for insufficient reasons, the seller ought not to be allowed to deprive the broker of his commissions by his refusal to compel the performance of a valid contract, of purchase. The broker in such case has done all he can do, and all he undertook to do. He has produced a purchaser able to comply, or one satisfactory to the seller, for he has accepted him as a purchaser and willing to purchase; for he has freely bound himself by a valid agreement to buy the property. The subsequent unwillingness to carry out his purchase cannot affect the validity of the agreement by which he has bound himself to take the property. This assent of the contracting pai’ties, and this valid agreement, having been brought about through the intervention of the agent, completes his obligation, and is all he undertook to do, and just what his principal employed him to do. If such a purchaser, being thus bound, undertakes to avoid his agreement upon insufficient legal grounds, the vendor may, if he choose, compel a specific performance; but if he elect to release him rather than to incur the expense, or annoyance, or delay of a litigation, he ought not, in equity and justice, make such election at the expense of his broker. Under the particular engagement entered into between the plaintiff and defendant, and under the general and usual agreement implied from the very definition -of the term broker, the plaintiff in this case has accomplished just what he undertook to do, and just what the defendant agreed [571]*571to pay him for doing. No objection is made, or can be made in this case, as to the ability of the purchasers procured by defendant to comply with the terms of the contract of purchase. Such an objection should have been made before "Walker accepted them as purchasers, ancf bound himself to sell to them. Royster v. Mageveny, 9 Lea, 148.
The willingness of Walker to accept the purchasers as such, and his satisfaction with the trade, is shown by an extract from the agreed statement of facts: “After their introduction as would-be purchasers, they either would not or coul'd not pay the $12,300 cash which Walker had authorized Parker to sell the property for, but offered to buy it upon the terins specified in Exhibit A (part cash, balance on time). * * * Walker agreed to those terms, and thereupon Parker, being present at said interview, suggested that said agreement be reduced to writing and signed by the parties, both buyers and sellers, whereupon the written contract, Exhibit A, was drafted by Walker’s lawyer, and executed by all the parties.”
Upon the execution of this agreement of sale nothing more remained that the broker could do, or that' he was bound to do. It was for his principal to elect whether he would hold the purchasers to their bargain or release them. If he had chosen to have enforced the agreement, it must be conceded that the broker could have recovered his commissions; can it be, then, that if, on the other hand, his principal preferred to release them that [572]*572lie can thereby defeat the broker’s claim to bis reward ?
The question as to whether the title of Walker was or was not good, is wholly immaterial. If it was had, and the sale defeated on that account, the broker, by all the authorities, is entitled to his commissions, unless he was apprised of the defective title, and undertook, with such knowledge, to find a purchaser. The title does, however, from the abstract in the record, appear to have been good, and the objections of the purchasers captious.
The liability of the seller to his broker under such a state of facts seems clear, upon a fair interpretation of the agreement between them. The conclusion which we entertain is supported by considerations of equity and justice to an energetic and useful class of middle-men. That in some cases a hardship will result to would-be vendors, who may, in order to avoid paying commissions, be forced to prosecute a suit to compel the unwilling purchaser to comply with his contract, is not a matter so serious as to determine that the law must, therefore, be othérwise. Tf a seller prefers to release a purchaser who is morally and legally bound to comply with his bargain, he ought not to complain if the law holds that he cannot do so at the expense of his broker, whose labor and ability have brought about a binding agreement. The weight of authority seems to support the view we have taken. Coleman's Ex'r v. Mead, 13 Bush, 358; [573]*573Toombs v. Alexander, 101 Mass., 255 (S. C., 3 Am. Rep., 349); Love v. Miller, 53 Ind., 294 (S. C., 21 Am. Rep., 192). This last is a well-reasoned case, and the learned Judge refers to a large- number of cases as supporting the view here announced, to which we have not had access.
The judgment will be reversed, and judgment rendered here for 'three hundred dollars and costs.