Hancock Company v. Stephens, Record No. 2323.
| Citation | 177 Va. 349 |
| Decision Date | 21 April 1941 |
| Docket Number | Record No. 2323. |
| Court | Virginia Supreme Court |
| Parties | HANCOCK COMPANY, INCORPORATED v. BELLE STEPHENS. |
1. BROKERS — License — Who Must Secure. — Sections 4359(77)-4359(91) of the Code of 1936, regulating real estate brokers, make it manifest that every person or corporation must secure a separate license before engaging in the real estate business in Virginia.
2. BROKERS — License — License of Employee or Officer of Corporation Not That of Corporation. — Under sections 4359(77)-4359(91) of the Code of 1936, regulating real estate brokers, the license of an employee or an officer of a corporation does not confer on the corporation the right to engage in the real estate business.
3. BROKERS — License — Condition Precedent to Corporation Securing License. — Under sections 4359(77)-4359(91) of the Code of 1936, regulating real estate brokers, a condition precedent to a real estate corporation securing a broker's license is that every officer and salesman of the corporation actively participating in the brokerage business of such corporation must also hold a license as a broker or salesman.
4. BROKERS — License — License of Employee or Officer of Corporation Not That of Corporation — Case at Bar. — In the instant case, a suit by a foreign corporation to recover fees for services rendered by it in Virginia, under contract as a real estate broker, defendant contended that plaintiff was not a licensed real estate broker, under the laws of Virginia, at the time it claimed to have performed the services mentioned. The president of the corporation executed an application to the Virginia Real Estate Commission for a broker's license, and this was granted. The company itself made no application and failed to show, as permitted under section 4359(86) of the Code of 1936, that it was licensed as a real estate broker in another state. Plaintiff contended that the license was issued to the corporation and that it was authorized to act through its president as a broker, and it appeared that the Virginia Real Estate Commission understood and assumed that the license which was issued licensed both the company and its president, and that either or both could act as brokers thereunder. Plaintiff contended, therefore, that, it having complied with the regulations of the Commission, sections 4359(77)-4359(91) of the Code of 1936 should be construed to uphold the license as covering its activities as a broker.
Held: That there was no merit in plaintiff's contention, since one real estate broker's license cannot license both a corporation and a person.
5. BROKERS — Licenses — Provisions of Statutes Not Altered by Good Faith of Corporate Officer — Case at Bar. — In the instant case, a suit by a foreign corporation to recover fees for services rendered by it in Virginia, under contract as a real estate broker, defendant contended that plaintiff was not a licensed real estate broker, under the laws of Virginia, at the time it claimed to have performed the services mentioned. The president of the corporation executed an application to the Virginia Real Estate Commission for a broker's license, and this was granted. The company itself made no application and failed to show, as permitted under section 4359(86) of the Code of 1936, that it was licensed as a real estate broker in another state. Plaintiff contended that the license was issued to the corporation and that it was authorized to act through its president as a broker, and it appeared that the Virginia Real Estate Commission understood and assumed that the license which was issued licensed both the company and its president, and that either or both could act as brokers thereunder. Plaintiff contended, therefore, that, it having complied with the regulations of the Commission, sections 4359(77)-4359(91) of the Code of 1936 should be construed to uphold the license as covering its activities as a broker.
Held: That the fact that the president of the corporation acted in good faith and did all that was required of him by the Commission did not alter the plain provisions of the statute.
6. STATUTES — Construction — Construed as Written. — The Supreme Court of Appeals must construe the law as it is written.
7. STATUTES — Construction — Mandates of Statute Prevail Over Administrative construction. — An erroneous construction by those charged with the administration of a statute cannot be permitted to override its clear mandates.
8. STATUTES — Amendments — Exceptions — Can Only Be Added by Legislature. — Amendments of statutes or exceptions thereto can only be added by the legislature and not by the courts or the administrative officers of the State.
9. STATUTES — Amendments — Power to Amend or Change Is Power to Make Law. — The power to change or amend a law is a power to make law.
10. ILLEGAL CONTRACTS — Enforcement — Reason for Rule Refusing Enforcement. — The law refuses to enforce illegal contracts, not out of regard for the party objecting, nor for any wish to protect his interest, but from reasons of public policy. $11. BROKERS — Actions for Compensation — Review — Moot Question — Ultra Vires Acts of Unlicensed Corporation — Case at Bar. — In the instant case, an action by a foreign corporation to recover fees for services rendered under contract as a real estate broker, defendant filed a special plea alleging that plaintiff was not a licensed real estate broker, under the laws of Virginia, at the time it claimed to have performed the services mentioned, and another that plaintiff had no power under its charter to do the acts which it alleged it performed. The trial court, without passing upon the question raised by the plea of ultra vires, entered judgment for defendant, which was affirmed in the Supreme Court of Appeals.
Held: That the question raised in the plea of ultra vires became moot.
Error to a judgment of the Circuit Court of Henry county. Hon. J. T. Clement, judge presiding.
The opinion states the case.
George H. Marshall and W. L. Joyce, for the plaintiff in error.
John R. Smith and Carter & Williams, for the defendant in error.
Hancock Company, Incorporated, a foreign corporation, instituted this action, on September 22, 1938, against Mrs. Belle Stephens to recover fees for services rendered by it in Virginia, under contract as a real estate broker. Its notice of motion for a judgment alleged that the services were performed through its president and agent, A. F. Hancock.
Mrs. Stephens pleaded the general issue and filed two special pleas. One special plea alleged that the plaintiff was not a licensed real estate broker, under the laws of Virginia, at the time it claimed to have performed the services mentioned. The other plea alleged that the plaintiff had no power under its charter to do the acts which it alleged it performed.
All questions of law and fact were submitted to the court without a jury. The court, without passing upon the question raised by the plea of ultra vires, being of the opinion that the plaintiff had not been licensed as a real estate broker in Virginia, and that its alleged contract was, therefore, null and void, entered judgment for the defendant. To this judgment this writ of error was awarded.
The question is whether Hancock Company, Incorporated, was licensed as a real estate broker in Virginia, under the provisions of Virginia Code, 1936, chapter 175C, sections 4359(77)-4359(91).
The validity of the statute is not questioned. We recently upheld it in Massie Dudley, 173 Va. 42, 3 S.E.(2d) 176. The controlling principles enunciated in that case were even more recently approved in Colbert Ashland Const. Co., Inc., 176 Va. 500, 11 S.E.(2d) 612, decided November 25, 1940, construing a statute of similar import.
Code, section 4359(77), expressly provides that it shall be unlawful for any person, co-partnership, association or corporation to act as a real estate broker in Virginia without a license issued by the Virginia Real Estate Commission. No corporation can be granted a broker's license unless every officer and employee of the corporation who actively participates in its real estate business shall hold a license as a real estate broker or salesman.
Section 4359(78) defines real estate brokers and real estate salesmen. Corporations are included within the classification of those who may act as brokers. This section further provides that "one act for compensation * * * shall constitute the * * * corporation performing, offering, or attempting to perform any of the acts enumerated herein a...
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...54-128 and 54-142), and their contract is unenforceable. Bowen Electric Co. v. Foloy, 194 Va. 92, 72 S.E.2d 388; Hancock Co., Inc. v. Stephens, 177 Va. 349, 14 S.E.2d 332; Massie, et al. v. Dudley, Exec'r, 173 Va. 42, 3 S.E.2d 176; Colbert, etc. v. Ashland Construction Co., 176 Va. 500. 11 ......
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...interest thereon. The court refused to increase the penalty beyond that expressly prescribed by the statute. In Hancock Co. Inc. v. Stephens, 177 Va. 349, 14 S.E.2d 332, the wrongdoer himself, an unlicensed real estate broker, was denied a right of recovery. Cf. Restatement, Contracts, §§ 5......
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...interest thereon. The court refused to increase the penalty beyond that expressly prescribed by the statute. In Hancock Co. Inc. v. Stephens, 177 Va. 349, 14 S.E.2d 332, the wrongdoer himself, an unlicensed real estate broker, was denied a right of recovery. Cf. Restatement, Contracts, ss 5......
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