Pitt v. Kent

• Decision Date: 16 March 1962
• Citation: 149 Conn. 351,179 A.2d 626
• Court: Connecticut Supreme Court
• Parties: William PITT v. George E. KENT, Jr., Executor (ESTATE of George E. KENT), et al. Supreme Court of Errors of Connecticut

Page 626

179 A.2d 626

149 Conn. 351

William PITT v. George E. KENT, Jr., Executor (ESTATE of George E. KENT), et al.

Supreme Court of Errors of Connecticut.

March 16, 1962.

Robert B. Seidman, Norwalk, with whom was Sidney Vogel, Norwalk, for appellant (defendant Meany).

John D. Hertz, Stamford, with whom was T. Ward Cleary, Stamford, for appellee (plaintiff).

Before BALDWIN, C. J., and KING, MURPHY, SHEA and ALCORN, JJ.

BALDWIN, Chief Justice.

The plaintiff, a real estate broker, sued to recover one-half of a commission paid to the defendant George Meany, another real estate broker, by the named defendant for procuring the sale of real estate. By stipulation, the action was withdrawn as to the named defendant. Hereinafter the defendant Meany will be referred to as the defendant. He has appealed from a judgment rendered for the plaintiff.

The defendant seeks additions to the finding. The facts which he wants incorporated are not admitted or undisputed and for the most part consist of inferences which the trial court was not required to draw. No addition can be made. Maltbie, Conn.App.Proc. §§ 155, 159.

The finding can be stated in summary as follows: In February, 1956, the plaintiff became associated with the defendant in the business of selling real estate. In May, 1956, the defendant learned that Blitz and Price, contractors, builders and developers, were interested in certain land in Wilton comprising part of the Kent estate. After discussing the property with Paul Blitz of Blitz and Price, the defendant began negotiations with the attorney for the Kent estate. The defendant made an offer of $200,000, with $5000 as a down payment. After further negotiations, the attorney decided not to accept the offer. Blitz and Price were concerned primarily with the terms of payment. The defendant, however, continued the negotiations from May through December. Shortly after Labor Day, 1956, the plaintiff and the defendant terminated their association. They entered into a written agreement that in the event the defendant effectuated a sale of the Kent property to Blitz and Price the plaintiff would be recognized as a cobroker.

Max Lepofsky, an attorney in Norwalk, had for many years represented Blitz and Price and various corporations through which they conducted their business. Lepofsky also had clients who deposited substantial sums of money with him to finance real estate transactions which might prove profitable. When it appeared that it was impossible for Blitz and Price to meet the financial arrangement demanded by the Kent estate, the defendant sought Lepofsky's assistance. Blitz and Price, prior to the commencement of final negotiations for the Kent property, had negotiated for other land with the aid of Lepofsky and of a group of his clients acting as a syndicate. One transaction, called the Kenneil purchase, was consummated, after negotiations by Blitz and Price, by a syndicate's taking title, the land to be conveyed in parcels to Blitz and Price beginning six months and fifteen days later. The defendant knew that Lepofsky could arrange the financing of the purchase of the Kent property for Blitz and Price because of previous negotiations he had had in a similar transaction known as the Senior deal. Lepofsky, after the defendant had discussed the Kent property with him in December, 1956, immediately arranged a syndicate to purchase it in substantially the same way that the Kenneil purchase had been handled. Lepofsky told the syndicate that Blitz and Price were ready, willing and able to buy the Kent property and to begin its development six months and fifteen days after title had been taken by the syndicate. Lepofsky then informed the defendant how to prepare the contracts. Contracts were prepared for the purchase of the property by the syndicate in January, 1957, for $200,000, and for its purchase by Blitz and Price from the syndicate for $288,000. Negotiations for the two sales were carried on simultaneously, with Lepofsky representing both the syndicate and Blitz and Price. The defendant knew that the members of the syndicate were not builders and developers, and he believed that if the sale was made to the syndicate Blitz and Price might be the developers. The syndicate took title, with an agreement for a resale at a higher price to Blitz and Price more than six months later. This course was chosen, in preference to a direct purchase of the property by Blitz and Price from the Kent estate with funds loaned by the syndicate on a conventional mortgage, in order that the syndicate's profit could be claimed to be subject to the long-term capital gains income tax provision. After the expiration of six months and fifteen days, the syndicate commenced to convey lots to Blitz and Price through their wholly owned corporation, Parting-Brooks Homes. The defendant received from the representatives of the Kent estate the customary 5 percent commission.

The court concluded that the defendant had earned his commission by reason of his efforts in handling the entire transaction, i. e., the sale to the syndicate and from the syndicate to Blitz and Price; that the purchase by the syndicate was a means of financing the purchase by Blitz and Price; and that the transaction as a whole came within the agreement between ...