Robertson v. Humphries, 58842

• Court: Supreme Court of Oklahoma
• Writing for the Court: LAVENDER; SIMMS
• Citation: 708 P.2d 1058
• Parties: William C. ROBERTSON and Bill R. Campbell, Appellants, v. Gilbert HUMPHRIES, Jr. and Marvin C. Blubaugh, Appellees.
• Docket Number: No. 58842,58842
• Decision Date: 04 June 1985

Page 1058

708 P.2d 1058 1985 OK 46 William C. ROBERTSON and Bill R. Campbell, Appellants,
v.
Gilbert HUMPHRIES, Jr. and Marvin C. Blubaugh, Appellees. No. 58842. Supreme Court of Oklahoma. June 4, 1985.
Rehearing Denied Nov. 5, 1985.

Delmar L. Stagner, Oklahoma City, and Richard C. James, Stroud, for appellants.

Armstrong, Burns, Baumert & Cummings by J.E. Burns, Ponca City, for appellee, Gilbert Humphries, Jr.

Ross, McCarty & Rigdon by David Ross, Newkirk, for appellee, Marvin C. Blubaugh.

LAVENDER, Justice:

Appellants Robertson and Campbell, along with a third party, owned extensive oil leases in the southern part of Oklahoma. Robertson did banking business with appellee Gilbert Humphries, Jr. On one occasion Robertson told Humphries that he would like to sell the oil and gas leases. Robertson offered Humphries a commission for finding a buyer, but Humphries refused, stating that he would rather have a desired net sales figure set and would then make his money off the buyers. Robertson set this net figure at $100,000 plus substantial overriding royalties.

Humphries subsequently contacted appellee Blubaugh, who, with several other parties, agreed to purchase the leases. The terms set were $250,000 plus a 1/16th override. Humphries informed Robertson that he had obtained the desired $100,000 and requested written confirmation of power of attorney to accept an offer for the leases. Robertson complied with the request by telegram.

The leases were eventually transferred to appellee Blubaugh and his partners. Robertson and his partners received the 1/16th override. Humphries gave Robertson the $100,000 and Robertson again offered Humphries a commission, which Humphries refused, stating that he had made his off the buyers. Robertson never inquired, nor did Humphries volunteer, concerning Humphries' arrangements with the buyers.

On discovery of the actual terms of the purchase, Robertson and Campbell initiated the present action, alleging that Humphries and Blubaugh had fraudulently concealed the terms of the sale and retained the "secret profit."

After a lengthy trial to the court in this case the parties requested the entry of findings of fact and conclusions of law by the trial court. Upon the facts as found, the trial court concluded that Robertson and Humphries had entered into a net sale listing agreement under which the broker was to retain all above the net listing as a commission. The trial court, on this basis, concluded that, under the case of Deming Inv. Co. v. Meyer, ¹ appellee Humphries had no duty to report the terms of the sale and that no fraud had occurred. Judgment was entered for Humphries and Blubaugh.

Robertson and Campbell appealed the trial court's judgment. On appeal they accept the trial court's findings of fact as correct, but argue that the conclusions of law drawn from those facts were erroneous. The Court of Appeals agreed, finding that the facts set out by the trial court gave rise to a duty on the part of Humphries to account to appellants as to the amount in excess of the net list, and finding a fraudulent breach of this duty. Appellees petitioned for certiorari for review of the Court of Appeals' decision. We have previously granted this petition.

Upon review of this case we also agree that the facts as found by the trial court do not support its conclusions of law. However, we reach this result on different grounds than the Court of Appeals.

I.

In its conclusions of law the trial court stated:

Page 1060

It...