Great Lakes Steel Corp. v. Baysoy

• Decision Date: 17 February 1960
• Citation: 52 Del. 340,157 A.2d 902,2 Storey 340
• Parties: , 52 Del. 340 GREAT LAKES STEEL CORPORATION, a Delaware corporation, Defendant Below, Appellant, v. Bukal BAYSOY, trading as Turkish Industrial Supply Company, Plaintiff Below, Appellee.
• Court: United States State Supreme Court of Delaware

Page 902

157 A.2d 902

2 Storey 340, 52 Del. 340

GREAT LAKES STEEL CORPORATION, a Delaware corporation Defendant Below, Appellant, v. Bukal BAYSOY, trading as Turkish Industrial Supply Company Plaintiff Below, Appellee.

Supreme Court of Delaware.

Feb. 17, 1960.

Appeal from a judgment of the Superior Court of New Castle County in favor of plaintiff. Affirmed.

David F. Anderson of Berl Potter & Anderson, Wilmington, for appellant.

George T. Coulson of Morris, Nichols, Arsht & Tunnell, Wilmington, for appellee.

Before SOUTHERLAND, Chief Justice, and WOLCOTT, Justice, and CAREY, Judge.

SOUTHERLAND, Chief Justice.

Bukai Baysoy, plaintiff below, sued Great Lakes Steel Corporation, defendant below, to recover a broker's commission in connection with the sale of certain steel Quonset buildings to the Office of Soil Products, a bureau of the Turkish Government, known as 'Toprak'. The case was tried before a jury, which returned a verdict for Baysoy of five per cent of the sale price of $1,505,000. Great Lakes appeals.

Great Lakes' principal contention is that the evidence was insufficient to support the verdict.

The facts proved on behalf of Baysoy, viewed in the light most favorable to him, made the following case:

In the year 1948 certain offices of the Turkish Government were interested in the purchase of steel buildings. Great Lakes was a manufacturer of such buildings. Baysoy was a broker who had associates or contacts in Turkey, Sukas and Muradglu. Baysoy received from Great Lakes authority to submit quotations on a number of such buildings, his compensation to be five per cent 'on any business that you may develop'.

On December 21, 1948, Baysoy transmitted to two offices of the Turkish Government, the Ministry of Public Works and the Ministry of Agriculture, quotations that he had received from Great Lakes. Nothing came of this and in April, 1949, Great Lakes 'closed out' its file on these quotations.

In August, 1949, Toprak invited bids on a number of steel buildings to be used for the storage of grain. Baysoy sent the proposal to Great Lakes, received quotations, and on September 4 sent the quotations to Toprak. In December Toprak adopted new specifications. Baysoy sent them to Great Lakes on December 23. He advised Johnson, Manager of Export Sales of Great Lakes, of certain recommendations of his associate, Sukas, with respect to the contents of the Great Lakes' bid. On January 8, 1950, Baysoy submitted another bid to Toprak. During February and March, 1950, additional bids were submitted in the same manner.

In April Mr. Yaruz Ustun, Chief Engineer of Toprak, visited the United States. Baysoy arranged for Great Lakes to extend an invitation to Ustun to visit the Great Lakes plant at Detroit.

Further correspondence followed between Johnson and Baysoy concering the matter. In May Ustun, who had returned to Turkey, again visited the United States and Baysoy took him on a trip of inspection, during which Ustum was shown a large number of Quonset buildings used for the storage of grain.

In July Sukas reported to Baysoy that the purchase by Toprak must await establishment of credit with the United States.

On October 27, 1950, Toprak advised Sukas that it was ready to purchase the buildings and offered to send him the specifications. Sukas obtained them and sent them to Baysoy who communicated with Great Lakes. A new bid was prepared and sent on December 6. At the same time Baysoy wrote to Ustun urging him to give careful consideration to the specifications for Great Lakes' Quonset buildings, which differed in some respects from the Turkish specifications. Baysoy explained at some length the widespread use of the Quonset type of building by the United States Government and others.

Nothing came of all this, because Toprak was then unwilling to waive its specifications.

In March, 1951, Baysoy wrote Igun, the Director of Materials of Toprak, inquiring what had been done with his proposals, whether they had been considered, and whether he could hope for an order in the future.

On March 27, 1951, Igun replied. He told Baysoy that the Great Lakes' bid had been rejected by the Technical Bureau because of the difference in the specifications. Igun added that the bids had aroused considerable interest, and that the Director General, Mumtaz Pek, had examined the catalogues, photographs and specifications, and 'found them worth while'.

Igun also wrote that because of increased grain production additional storage buildings would probably be required in the very near future, and that there was great hope that a decision would be made in favor of the type of shed produced by Great Lakes.

Baysoy reported this to Johnson, who said--'We have to wait until the future.'

In November, 1951, Baysoy received information from Muradoglu that Toprak had definitely approved the Quonset type of buildings and that the Turkish Government had approved a request for a 'dollar allowance' to purchase these buildings. Baysoy on November 18 communicated this information to Johnson. He also wrote Johnson that the Turkish Government was negotiating with the United States Mutual Security Administration to obtain the money, but that even if these funds were not forthcoming the Turkish Government would make the purchase. He also wrote that a mission from Toprak would come to the United States in the following February or March to negotiate with the United States Government. Baysoy received no reply to this letter. Johnson testified that he never received it.

Muradoglu testified that from 1949 to 1952 he was frequently in contact with Toprak officials, including Mr. Rek, and urged them to purchase the Great Lakes type of building.

On April 4, 1952, the Mutual Security Administration received from its Turkish mission an inquiry relating to Quonset type buildings. It asked the names of companies that could supply them. On April 14 Mutual Security Administration cabled five names of possible suppliers, including Great Lakes.

On April 19 Toprak cabled Great Lakes asking for prices.

On May 3 the Turkish authorities submitted to Mutual Security Administration a project application in which they 'talked of the experience which the United States had had in this type of storage.'

On May 9 a meeting was held in the Department of Agriculture, attended by representatives of the Mutual Security Administration of the Department of Agriculture, and of certain steel companies, and by Mr. Alpar, head of the Turkish Economics Mission in Washington.

On May 28 Alpar told Van Leer, of Great Lakes, that the decisions upon awarding the contracts would be made in Turkey, but that in order to save time representatives of the Turkish Government would fly to the United States to sign the contracts. Alpar testified to the same effect. The Turkish representatives, headed by Mr. Rek, came to the United States in June.

On June 3 Baysoy wrote Johnson that his associates had informed him that the Turkish Government had allotted $2,000,000 for the purchase of buildings, and that a mission would arrive in late June or early July to complete the purchase. On July 12 a contract for the purchase from Great Lakes of 355 buildings (the larger part of the entire order) was executed.

On July 31 Igun wrote to Baysoy giving instructions for the shipping of the buildings. On August 6 Baysoy sent these to Johnson.

Johnson denied receiving Baysoy's letters of June 3 and August 6.

The foregoing sequence of events is largely established by the pertinent correspondence.

Great Lakes refused to pay any commission to Baysoy, claiming that the sale of July 12 was not developed by Baysoy, and that all brokerage services in the transaction were rendered by one Soker, to whom it had paid a commission of $50,132. Baysoy in 1953 undertook to obtain from Toprak corroboration of his claim. He wrote Torgut Keretli, Director of Materials, who advised him (in effect) that Toprak's records showed that 'no other firm before you had introduced to us the Great Lakes Steel Corporation and the steel sheds of the Quonset semi-arch type produced by that firm.'

Laker letters rogatory issued to take Keretli's testimony, and he affirmed the correctness of this statement.

Mention should be made of the facts concerning Soker's connection with the sale.

On April 8, 1952, Soker's associate, Mohammed Zia, wrote Great Lakes that he had received information that the Turkish Government would shortly be in the market to purchase steel buildings, and that he did not know of a better source than Great Lakes. He solicited a permanent representation of Great Lakes in Turkey, and suggested Great Lakes reply to Soker, who was an engineer specializing in Turkish Government contracts. Correspondence between Soker, Zia, and Great Lakes followed. On May 23 Soker wrote that a commission was absolutely essential 'to meet certain commitments in connection with this business which it is necessary not only to safeguard this business but will instill future interests in this market.'

On June 6 Soker cabled Great Lakes that Sukas, representing Turkish Industrial Supply Co., had stated that that Supply Company represented Great Lakes. Soker asked Great Lakes to clarify the position and 'prevent interference'. On June 9 Great Lakes cabled Soker that neither Sukas nor Turkish Industrial Supply Company had ever represented it in Turkey, and authorized...