Ridgeway Shopping Center, Inc. v. Seidman

• Decision Date: 05 July 1966
• Docket Number: No. 374,374
• Citation: Ridgeway Shopping Center, Inc. v. Seidman, 221 A.2d 393, 243 Md. 358 (Md. 1966)
• Parties: RIDGEWAY SHOPPING CENTER, INC. v. Edward SEIDMAN.
• Court: Maryland Court of Appeals

Page 358

243 Md. 358

221 A.2d 393

RIDGEWAY SHOPPING CENTER, INC. v.Edward SEIDMAN.

No. 374.

Court of Appeals of Maryland.

July 5, 1966.

Benjamin Lipsitz, Baltimore, for appellant.

Henry J. Frankel, Baltimore, for appellee.

Before PRESCOTT, C. J., and HAMMOND, MARBURY, OPPENHEIMER and BARNES, JJ.

PRESCOTT, Chief Judge.

Involved herein is a broker's commission in the amount of $2,375.Quite a number of contentions are attempted to be raised, but, in the view that we take of the appeal, it may be determined by answering three simple questions: (1) was the trial court clearly in error in finding that appellee was the procuring cause in the transaction involved; (2) if appellee were the procuring cause, was he entitled to his broker's commission; and (3), did the trial court err in refusing to permit certain cross-examination?

The Ridgeway Shopping Center, Inc.(Ridgeway) was a Maryland corporation, which owned a shopping center on Edmondson Avenue Extended in Baltimore County.Its stock was owned 25% by Samuel J. Dantoni(a lawyer and the corporation's president), 25% by Morgan L. Amaimo, and 50% by a Mr. and Mrs. Willing.The record does not disclose when the trouble arose, but in 1960 the corporation found itself in difficulty.Internal conflicts among the stockholders were shown to have existed, but whether it was also suffering financial difficulties is not made certain.In any event, its affairs were in litigation in the Circuit Court at Towson; at one time its affairs were conducted by a Receiver, and, at another, by a Special Master.The record makes it clear that Dantoni and Amaimo were opposing the Willings for control of the corporation.

Dantoni (apparently about the middle of 1960) had a plan whereby the corporation might solve its problems (and probably those of the stockholders) if it could secure a second mortgage of $100,000 on its property.Among others, Dantoni informed a Mr. Gahoff of his plan concerning the probability that Ridgeway would desire a second mortgage loan.In Bickford's (apparently a lunch room), Gahoff introduced Dantoni to the appellee(a licensed real estate broker), who was having a cup of coffee.Seidman testified that Gahoff told Dantoni that 'if you want to be successful in trying to get a loan, a mortgage loan, Mr. Seidman can help you if nobody else will be able to * * *.'

After finishing the coffee, Seidman and Dantoni repaired to Dantoni's office (according to Seidman), where Dantoni told him that he(Dantoni) owned Ridgeway, without stating the exact portion, and explained to him about Dantoni's desire to obtain a $100,000 second mortgage for Ridgeway.He left the office with Dantoni's permission to attempt to secure the same.

Seidman approached Samuel J. Aaron and inquired if he would be interested in making the loan.Aaron was interested.Seidman arranged for a meeting between Aaron and Dantoni at Aaron's office.Seidman attended the meeting.After discussing the assets of Ridgeway and other matters with Dantoni, Aaron was willing to make the loan; however Dantoni was not then willing to proceed, telling Seidman that certain matters had to be straightened out in the court suit, but 'after these things would be resolved he would let me arrange something else for him that he had in mind.'(Dantoni claims that he thought Seidman was a principal, interested in making the loan himself.After this meeting, it should have been ovious to Dantoni, as it was to everyone else, that Seidman was not acting in the capacity of principal.)

After Dantoni turned down the second mortgage $100,000 loan, nothing of importance here happened between Seidman and Dantoni for several months.Then Dantoni called Seidman and said he had another plan (which will be set forth in some detail later), whereby he would need about $95,000 for a few minutes time, and for which he was willing to 'give to the lender * * * the sum of $2,000.'He requested Seidman to obtain the money for him.

Seidman again approached Aaron, who agreed to produce and did produce $95,000, which was utilized in the manner set forth below.

Seidman testified that Dantoni agreed to pay him a commission of 2 1/2% if he obtained the loan, and, after the transaction was consummated, when he attempted to collect from Dantoni and Ridgeway, Dantoni told him funds were not then available, but to be patient and he would receive payment.

Mr. Aaron confirmed Seidman's versions of Aaron's transactions with Dantoni.With regard to the proposed mortgage loan, he stated, 'Well, Mr. Dantoni needed $100,000, and I agreed to give it to him.And the matter was brought to me by Mr. Seidman, I didn't know Mr. Dantoni before.'And with regard to the $95,000 transaction, he said, 'Mr. Seidman gave me the proposition and asked me about the proposition.I got it all through Mr. Seidman.'

Dantoni took the stand and in substantial part corroborated what Seidman and Aaron had said, but he denied that he ever employed Seidman as a broker to obtain the $100,000 second mortgage loan, or the $95,000 for the second transaction.

We now relate the details of the transaction wherein Aaron's $95,000 were used.Dantoni and Amaimo, with 50% of Ridgeway's stock, desired to obtain control.The only method of doing so was to obtain a part or all of the Willing stock.The corporation's activities were being administered by an officer of the court in Towson.Negotiations between Dantoni and Amaimo and the Willings resulted in the Willings' agreeing to accept $95,000 cash for their stock.This met with the approval of the Circuit Court.Dantoni and Amaimo arranged to sell a portion of the corporation's real estate and to refinance the indebtedness on its other assets, but before...