Reh v. Bradley

Henderson, J., delivered the opinion of the Court. This appeal is from a judgment for the plaintiff entered upon a jury’s verdict for $3,500 in an action to recover a broker’s commission. The appellants contend that the trial court erred in declining to enter a directed verdict for the defendants, in its instructions to the jury, and in sustaining objections to certain testimony. Sometime prior to March, 1954, the appellants had given an oral option for a period of one year to one Joseph C. Pacheo for the purchase of their farm near Clinton, Prince George’s County.

This was not exercised, and on March 8, 1954, they wrote a letter to the appellee, which they both signed, authorizing him to sell the residue of the farm at a price of $80,000 upon a down payment of 25% in cash and the balance in not over seven years. The commission was to be 5%. In an earlier letter Mr. Reh had stated that, if Mr. Pacheo did not exercise his option, they would give Mr. Bradley an exclusive listing for six months. In August, 1954, the appellee submitted an offer of $60,000, which was declined, but Mr. Reh wrote the appellee that if ⁴³⁴ the offer was increased to $70,000, he believed his wife would agree to it.

In September, the appellee submitted two contracts to purchase in the sum of $70,000, one signed by Messrs. Kelsey and Donohoe and another signed by Joseph C. Pacheo, president, and Howard S. Westin, vice president, of Suburban Recreation, Inc., a newly formed corporation. Each contract specified a down payment of $1,000, and a cash settlement of $15,000, within sixty days from the date of execution. At that time Mrs. Reh was in Colorado and Mr. Reh in Europe.

In a letter transmitting the contract to Mrs. Reh, Mr. Bradley explained that the corporation was selling stock in the enterprise, and stated that he was informed that ten stockholders would personally guarantee the down payment on the property. He also stated that he had in hand a check from the corporation for $1,000. Mrs. Reh replied acknowledging receipt of the contracts and stating that she would see her lawyer about them, then mail them to her husband. “You should hear from him in about a week.” She. did submit the contracts to her lawyer in Colorado, who disapproved the Kelsey-Donohoe one and raised certain questions in connection with the other contract as to,the authority of the corporation to purchase land and the authority of the officers to bind it. Mr. Bradley received a letter from Mr. Reh dated September 28, 1954, from Rome, Italy, stating that he had received the contracts and that the Suburban contract “sounds O. K. and I would sign one, if they meet stipulations that our attorney suggests, and if he approves.

We might also have to have Loveless Jr. look over the contract first.” Mr. Reh returned from Europe and he and Mrs. Reh met with Mr. Bradley on October 25. They asked that the secretary of the corporation sign the contract, and this was done. Mr. Loveless was also consulted and gave his approval so far as the charter powers were concerned. According to Mr. Bradley, no other objections to the contract were raised, but the Rehs never signed it.

On November 11, 1954, Mrs. Reh telephoned him, and stated that because he had submitted another contract for the purchase of the property along with the Suburban contract, she had been advised not to sign either. Mr. Bradley admitted ⁴³⁵ that Mrs. Reh had never expressly agreed to the price of $70,000. However, it is conceded that after the exclusive listing to Mr. Bradley had expired, in March, 1955, they began to negotiate with Mr. Pacheo individually and subsequently sold the property to him at a price of $70,000. Mr. Pacheo testified that the corporation, Suburban Recreation, Inc., was never in a financial position to have met the down payment on the contract.

He denied any knowledge of a guarantee by ten stockholders to meet the down payment. He testified that the directors thought they could sell the stock, but this was never done. The deposit was returned in November, 1954, when it was learned that the contract would not be accepted by Mr. and Mrs. Reh, and no further efforts to raise funds for the corporation were made. The grounds of the motion for directed verdict, offered at the close of the whole case, were that there was no evidence that the appellants agreed to a reduction in price, and that there was no showing that the prospective purchaser was financially able to complete the purchase.

As to the first point, Mr. Reh intimated in August, 1954, that he would agree to a price of $70,000, when he wrote that he and Mrs. Reh had carefully considered the offer of $60,000,