Partello Investment Corporation v. Hagan Realty Company

McWilliams, J., delivered the opinion of the Court. Harold W. Jaseph owns the corporate appellee. Mrs. Ellen O’Meara is one of his employees. In this disquisition both Jaseph and the corporation will be known as Jaseph.

The appellant is owned by James Partello whose surname will be used to designate both him and his corporation. Early in 1962 Partello bought a tract of land in Prince George’s County which he subdivided and dubbed Holmehurst. By the spring of 1963 he had completed five houses and more were under construction. Jaseph, who had sold the land to Partello, was employed to sell the houses.

He was given an exclusive listing and he was to receive a commission of 3percent on all sales. Mrs. O’Meara “was a saleslady sitting on the project at Holmehurst on weekends and during the week one night.” She thought a friend (Thomas E. Burke), who owned a retail liquor store in Kentland, might be interested in buying one of the houses in Holmehurst. She persuaded him to come out and take a look. Pie did so on 9 August.

Mrs. O’Meara said “he seemed to show some interest” and that “he would be interested” if she “could sell his house” in Cheverly. Burke testified he was not “in a position to purchase the house” unless he “disposed of the other house.” In the cross-examination of Mrs. O’Meara the question and answer quoted below appear : “Q. So in reality they [Burke and wife] were not ready, willing and able to buy on or about the 9th day of August 1963, were they, Mrs. O’Meara. “A. No sir. I feel that they were very interested in buying.” ¹⁶ On Monday, 19 August 1963, Partello terminated the arrangement with Jaseph. It seems no sales had been made by Jaseph and Partello was “desperate.” On 21 August Partello sent Jaseph the following letter : “Relative to the termination of your association as Real Estate Agents representing my firm at Holmehurst Subdivision, as of 8-19-63 I should appreciate your sending me a registered list of what you consider bonafide clients, showing names, phone numbers and addresses.

We will honor this list for a period of two weeks from 8-22-63 until 9-5-63 to the following extent. During this period you may sell them yourself at a commission or if we should close the deal I will reimburse you $300.00. I must have this list by 8-24-63. You understand that this is done strictly as a courtesy on our part and is not an obligation.

Thank you for your efforts and I’m sorry you took this so personally. However, business is business and I have to take some drastic steps to insure the success of Holmehurst.” On 23 August Jaseph replied. Relevant parts of his letter follow: “Receipt is hereby acknowledged of your letter dated August 21, 1963 terminating the services of Hagan Realty Company, Incorporated, as exclusive agents for the sales at Holmehurst, termination effective August 19, 1963. “Respectfully submitted herewith is list of names [494] of prospects with whom we have been working at the project through termination date. * * * “* * * After careful consideration and consultation with counsel I do hereby reject the terms proposed by you and further advise you that if any client on the enclosed list is sold a house at Holmehurst by you * * * at any price, at any time from the termina ¹⁷ tion date to any future period, I will take any necessary legal action * * *. “In conclusion I wish to extend my sincere wishes for success at Holmehurst, as I believe that irrespective of your unorthodox procedures the project will culminate into a real success. * * Partello’s reply dated 29 August 1963, in part, follows: “Actually, the list you submitted is valueless anyhow since I told you it would have to contain full names, addresses, and telephone numbers. The way it was compiled meant nothing and could have come from most