Brakensiek v. Shaffer
Decision Date | 17 July 1969 |
Docket Number | No. 45399,45399 |
Citation | 203 Kan. 817,457 P.2d 511 |
Parties | C. W. BRAKENSIEK, Appellant, v. Frank A. SHAFFER, Mrs. Frank A. Shaffer, and Shaffer Printing Company, Inc., a Corporation, Appellees. |
Court | Kansas Supreme Court |
Syllabus by the Court
1. Where the minds of the parties did not meet as to some of the essential terms of a contract, a party thereto who furnishes material or renders services to the other party, relying on the terms as he understood them and thinking there was an express contract, is entitled to recover what the labor furnished was reasonably worth.
2. Where parties agree for the performance of certain work, and the work is done and accepted, and it appears that there was a misunderstanding as to the price to be paid for it, the law rejects the understanding of each and awards reasonable compensation.
3. Where a party is suing on a basis of quantum meruit to recover compensation for services rendered; he is permitted to testify as to the reasonable value of his services.
4. In an action to recover compensation for services rendered, in effecting the sale of a business where the parties failed to agree on the amount of compensation, the record is examined, and it is held: the trial court erred in not allowing recovery based on the doctrine of quantum meruit.
Otto J. Koerner, Wichita, argued the cause, and G. E. Carnahan, Wichita, was with him on the briefs for appellant.
Richard L. Honeyman, Wichita, argued the cause, and W. A. Kahrs, Robert H. Nelson, H. W. Fanning, Richard C. Hite, Darrell D. Kellogg, Roger Sherwood, and Larry A. Withers, Wichita, were with him on the briefs for appellees.
In this action plaintiff-appellant seeks to recover upon an oral agreement a reasonable commission and/or value of his services in procuring a purchaser for the printing business of defendants-appellees.
A trial to the court concluded in a judgment for defendants and plaintiff brings this appeal.
The controlling question on appeal is whether the trial court, after finding the parties agreed that if plaintiff found a qualified purchaser some compensation might be paid, erred in not allowing compensation on a quantum meruit basis for plaintiff's services.
The evidence discloses that plaintiff and Frank A. Shaffer, during a luncheon conversation, discussed the sale of defendants' business, the possibility of plaintiff finding a purchaser, and the payment of some kind of compensation.
The fact of the conversation, the procurance of a buyer by plaintiff's efforts, and the agreement that plaintiff would be paid 'something' are admitted. The dispute concerns the amount of compensation. Plaintiff claims defendants agreed to compensate him with a 'substantial check.' Shaffer contends he only agreed to give plaintiff a if a buyer were found.
At the conclusion of the trial, the court orally announced its findings and conclusions from the bench. Plaintiff complains the trial court failed to comply with K.S.A. 60-252 and Rule No. 116 of this court (201 Kan. XXXI) in not clearly defining its findings of fact, conclusions of law and reasons therefor. We must agree with plaintiff that the ruling announced is not in the best or most understandable form. However, nor effort was made by plaintiff to secure a clarification.
Since disposition of this appeal depends upon a determination whether the trial court properly applied the law to the facts as found, the trial court's ruling is recited in full:
'The Court: The parties in this case have had a misunderstanding which is quite obvious and which is how these situations arise. But it must remain a misunderstanding for the reason that the contentions of one side or the other have not been corroborated sufficiently for a Finder of Fact to be convinced what was said about compensation for finding a buyer for this business.
'The parties do agree that they discussed selling of the business and a possibility of one finding a buyer for the business and that some compensation of some kind might be paid. But there is where we have to say we don't know the answers from there on. We simply don't know what they said. So when we don't know what was said we are in the position of not being able to decide what was said.
'What that means in law is the law requires a party who is making a claim to prove his claim by a preponderance or greater weight of the evidence, and when one witness said, 'I did say such and such,' and the other witness said 'I didn't,'-there is no preponderance of evidence-just a contradictory statement.
'This is often true in oral contracts. When one person says, 'Yes,' and another person says, 'No,' the Courts are not likely to accuse one or the other of perjury or falsifying unless there is corroboration on one side or the other. That is lacking here. It just is one man's word against the other which is not enough to carry a lawsuit. There is no preponderance of the evidence in favor of the party asserting the claim. We just have a difference of opinion or a misunderstanding. So, we are not going to label either of these gentlemen with having falsified and if we said that one or the other should prevail, then we would be labeling the one who did not prevail with the stigma of not having told the truth-and we don't know.
commissions are standard commissions based upon an estimate of the time it takes in making contacts which do not develop into a consummated sale, so we can't use commissions to determine quantum meruit. And since there is no other evidence here it wouldn't be possible.
In reviewing this case our problem is not in ascertaining whether the trial court's findings are supported by the evidence, as suggested by defendants, but rather in determining whether the findings, as we interpret them, support the legal conclusions applied.
Construing the trial court's findings, as best we can, we believe a fair analysis to be that the parties agreed that if plaintiff procured a buyer 'some compensation of some kind would be paid,' but since the precise terms of compensation were not agreed upon quantum meruit could not be resorted to in order to fix compensation.
We cannot agree with the trial court's disposition of the case in this manner.
The trial court found the parties agreed 'that some compensation of some kind might be paid,' then further in its ruling contradictorily stated the parties, 'In fact, didn't even discuss commission.'
Further, it is to be noted, the trial court failed to find that plaintiff's services were to be gratuitous.
Plaintiff testified he was engaged generally in selling interests in oil properties and operations and his business activities were such that he was in contact with investors qualified to make sizable investments. Plaintiff had been acquainted with Frank A. Shaffer for about twenty years and had done business with defendants' printing shop.
Plaintiff is not a licensed real estate broker and there is no suggestion that his activities necessitated a license; nevertheless, his description of his activities places him within the general definition of a broker. (12 Am.Jur.2d, Brokers, § 1, p. 772.)
The undisputed evidence discloses that plaintiff contacted a number of qualified purchasers and that the eventual buyer, who purchased the business for $55,000.00, was procured solely by the efforts of plaintiff.
Further, it appears from the trial court's findings and evidence found in the record that the conversation between plaintiff and Shaffer was had with a contractual intent and gave rise to a contract to pay a reasonable compensation to be determined under evidence relevant and admissible on the point. There is no evidence suggesting that plaintiff's services were to be gratuitous.
As we understand plaintiff's case, from his petition and evidence submitted at the trial, he does not attempt to establish an express contract as to compensation, but merely claims an agreement was made between the parties, that the defendants benefited therefrom, and that he is entitled to reasonable compensation for his services. In other words, although both remedies might have been...
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