Seckendorff v. Halsey

• Decision Date: 19 July 1932
• Citation: 259 N.Y. 353,182 N.E. 14
• Parties: SECKENDORFF v. HALSEY, STUART & CO., Inc., et al.
• Court: New York Court of Appeals Court of Appeals

259 N.Y. 353

182 N.E. 14

SECKENDORFF

v.HALSEY, STUART & CO., Inc., et al.

Court of Appeals of New York.

July 19, 1932.

Action by Theodore W. Seckendorff against Halsey, Stuart & Co., Inc., and others. From a judgment of the Appellate Division, First Department (234 App. Div. 61, 254 N. Y. S. 250), affirming a judgment entered on the verdict of a jury in favor of plaintiff, named defendant appeals.

Reversed and complaint dismissed.

See, also, 229 App. Div. 318, 241 N. Y. S. 300.

Appeal from Supreme Court, Appellate Division, First Department.

Edward K. Hanlon, Morton G. Bogue, and James C. Stephens, all of New York City, for appellant.

George Gordon Battle, Benjamin F. Spellman, Ludlow S. Fowler, and Pearson E. Neaman, all of New York City, for respondent.

O'BRIEN, J.

Plaintiff was employed as a solicitor for financial advertisements on a New York newspaper, and, although not engaged in the real estate business, he had acquired extensive knowledge relating to it in the city of Washington. He spent part of his time finding and originating business for Wall Street houses in return for compensation to be paid to him by them. He brought people into contact. Meeting Gustave Nassauer, a real estate operator who sought financial assistance in a large undertaking, he arranged in Nassauer's behalf to approach investment houses in New York for the purpose of obtaining aid in the acquisition by Nassauer of eight valuable parcels of real estate in Washington, five of which were owned by the Wardman interests and three by others. An inference of fact is permissible that plaintiff's functions in this transaction did not consist in formulating fiscal devices, but that his main efforts were directed toward producing business for some investment house which, for its advantage as well as his own, would be willing to make provision for obtaining funds for the organization of a corporation to promote the transfer and consolidation of these properties. In November, 1926, Nassauer and plaintiff called upon defendant Rogers Caldwell & Co., Inc., and, after some negotiation, that corporation arranged a plan for the consolidation of the interests in the Wardman and other properties and for financing them. The scheme related to ‘so-called Wardman properties,’ as later described by Rogers Caldwell & Co. On March 8, 1927, the project was thought to be favorably progressing, and on that date Mr. Weber, the vice president of Rogers Caldwell, wrote to plaintiff this letter:

‘We are pleased to advise you that we, together with such associates as we may select, are interested in considering the proposed financing of the consolidation of so-called Wardman properties in Washington, D. C., which you brought to our attention.

‘In the event of our financing the same, we and our associates will pay you as an originating commission 1% of the par value of such securities of the consolidated company as we may purchase for distribution to the public, and 2% of any securities of the consolidatedcompany we may receive as bonus for handling the transaction. The payments referred to are to be made to you upon termination of such syndicate as we and our associates may form.

‘It is understood, however, that if the deal should not materialize or should we decide for any reason whatsoever not to proceed therewith, we shall not be liable to you for the payment of any commissions whatsoever.’

The vice president of Rogers Caldwell, at plaintiff's suggestion, conferred with defendant Halsey, Stuart & Co., Inc., which exhibited enough interest in the proposed plan so that it assigned one of its employees, Mr. Reeve, to examine and discuss it. His report was unfavorable, in the opinion of Halsey Stuart, and that house declined, under the plan as outlined at that time, to participate. That particular scheme was abandoned. Some months later, however, Halsey...