Owners Realty Co. v. Cook

Urner, J., delivered the opinion of the Court. There-is no dispute as -to the facts -of this-case' and we have no difficulty as to the principles of law upon which it must be determined. The suit is for the recovery of commissions for the sale of real estate which: the plaintiff claims to have effected as the defendant’s agent.. At the trial of the ease the plaintiff was the only witness.

It was proven by his testimony that in June, 1909, he called at the office of the defendant company, and in a conversation with one of its managing officers proposed to undertake the sale of certain property of the company on North avenue in Baltimore City, for the usual commissions of two and a half per cent. This offer was accepted, and the plaintiff later induced his father to purchase a portion of the property. The agreement between the company and the purchaser was executed on September 23, 1909. The price agreed upon was $8,000.00, of which $100.00 was then deposited and the balance was stipulated to be paid in cash upon the transfer of the property, or at the option of the purchaser, by his conveyance of eight designated ground rents, in which event the $100.00 previously paid was to be returned.

It was provided that thirty days should be allowed for the examination of the title and that it should be good and marketable. By a subsequent agreement, endorsed on the original contract of sale, the time limited for the examination of the title was extended for an additional period of' thirty days. The transaction was finally closed on December 14, 1909, by the tranfser of ³ the properly to the purchaser and his compliance with the terms of sale. The plaintiff then asked for his commit sions, amounting to $200.00, at the rate of two- and a half per cent of the purchase price, but the appellant declined to make the payment, and this suit resulted.

It appears that after the sale had been negotiated the agreement to which reference has been made was prepared by the attorney of the vendor company, and when it was abo-ut to- be executed, the plaintiff, being himself a lawyer, examined it on behalf of his father as the purchaser. He subsequently acted for his father’s interest in the examination of the title and discovered some supposed defects on account o-f which the defendant gave a bond of indemnity. The conduct of the plaintiff in the particulars thus indicated is said to have been incompatible with his agency for the defendant as the vendor of the property, and upon this ground the suit for the recovery of the commissions has- been resisted. The general rule is that “a party cannot in any agency of this kind act as an agent or broker for both vendor and vendee in respect to the same transaction, because in such case there is a necessary conflict between his interest and his duty.” Raisin v. Clark, 41 Md. 158 ; Slagle v. Russell, 114 Md. 426 ; Blake v. Stump, 73 Md. 172 ; Schwartze v. Yearly, 31 Md. 270 ; Lucas v. Crenshaw, 116 Md. 465 .

There can be no doubt as to the purpose and effect of this sound and well-defined principle, and we have only* to- decide whether it applies to- the special facts of this case. According to the evidence-, the plaintiff did not undertake to- represent the vendee in reference to the transaction until the s-ale had been procured and his duty to the vendor had been fully performed. It was testified without contradiction that during the negotiations for the sale he acted solely for the