Sorivi v. Baldi., 387.

• Decision Date: 25 July 1946
• Docket Number: No. 387.,387.
• Citation: 48 A.2d 462
• Parties: SORIVI v. BALDI.
• Court: D.C. Court of Appeals

48 A.2d 462

SORIVI

v.BALDI.

No. 387.

Municipal Court of Appeals for the District of Columbia.

Argued June 17, 1946.

Decided July 25, 1946.

Appeal from the Municipal Court for the District of Columbia, Civil Division.

Action by Filippo Baldi against Francesco Sorivi to recover brokerage commission allegedly due pursuant to a contract to sell defendant's apartment house. From a judgment for plaintiff, the defendant appeals.

Affirmed.

Arthur J. Hilland, of Washington, D. C., (George C. Gertman, of Washington, D. C., on the brief), for appellant.

James M. Earnest, of Washington, D. C., for appellee.

Before CAYTON, Chief Judge, and HOOD and CLAGETT, Associate Judges.

CLAGETT, Associate Judge.

Mrs. Francesco Sorivi is the owner of The Nottingham Apartments. On October 17, 1945, she signed an agreement giving to Filippo Baldi, a licensed real estate broker, the exclusive sale of the property for four months at a price of $65,000, and also agreed to pay him the regular brokerage commission prescribed by the Washington Real Estate Board. About November 1, Baldi tendered a signed offer for the purchase of the property. This offer was rejected by Mrs. Sorivi, and on November 8 she revoked his authority to sell. Claiming that he had produced a purchaser ready, able and willing to purchase the apartment house upon terms and conditions authorized by Mrs. Sorivi, Baldi sued for his commission. The case was tried to a jury, which returned a verdict for the full commission for Baldi. Mrs. Sorivi prosecutes this appeal.

Two principal points are advanced by her in urging reversal: first, that appellee failed to bring his principal and the prospective purchaser into agreement on all material terms and conditions of the sale; and, second, that the commission was never earned because the contract produced by Baldi was signed in the name of a ‘straw party’ instead of in the name of the real purchaser.

Baldi did not secure the prospective purchaser himself but book the matter up with a second broker, who in turn took it up with a third. This third broker interested Jerome Murray, a real estate dealer, in the proposition. Murray, on October 29, signed the usual form of real estate purchase contract in which the price of the property was fixed at $60,000. Murray, however, did not sign his own name to the offer but signed A. K. Steinman. At the trial Murray exhibited a notarized power of attorney signed by A. K. Steinman authorizing him to use that name in such transactions. There was testimony that it was generally known in real estate circles that Murray frequently bought property in the name of Steinman. A. K. Steinman is a housewife who has other real property in her name belonging to Murray but has none of her own. He employs Mrs. Steinman solely for the use of her name.

The $60,000 offer was presented to Baldi, who stated that Mrs. Sorivi would not sell for less than $65,000. There was then written on the side of the offer ‘The within contract will be approved if raised to $65,000 within a reasonable time.’ This notation was o. k.'d by Baldi by writing his initials and by Murray by signing A. K. Steinman. The proposed contract bearing this notation was then presented by Baldi to Mrs. Sorivi. She testified she did not know A. K. Steinman was a straw party until the trial. Baldi, however, testified she asked who A. K. Steinman was and that he had informed her A. K. Steinman was a straw party, and that Jerome Murray was the real purchaser.

The offer presented to Mrs. Sorivi included detailed terms and conditions, some of which became the subject of the later controversy. It recited that a deposit of $1,000 had been received; that the purchaser agreed to pay all cash; that settlement of the transaction would be made within 60 days from the acceptance of the contract by the owner; that ‘seller agrees to give possession at time of settlement, and in the event he shall fail to do so he shall become and be thereafter a tenant by sufferance and hereby waives all notice to quit as provided by the laws of the District of Columbia’; that a commission of $2,950 would be paid, of which one-half was to be received by Baldi. On the reverse side of the proposed contract was a list of the 15 apartments, with a certificate that each rented for a specified monthly sum totaling $854. The certificate also provided that ‘the above rents are not in violation of the rules and regulations of the rent commission.’ In addition to the proposed sales contract, Mrs. Sorivi was asked to sign this certificate.

The accounts of the parties as to why Mrs. Sorivi refused to sign and revoked Baldi's authority to sell the apartment house differed materially. Baldi testified that after he had told her she could stay in her own apartment as long as she liked on a lease and that he would try to extend the time for settling the transaction as contained in the written offer she made an appointment with him for the purpose of signing the proposed contract, but then rejected the offer and revoked his authority. He testified she told him she had planned to use part of the proceeds of the sale in the purchase of a liquor business for her son but then discovered that such business would cost more than she had anticipated.

Mrs. Sorivi, on the contrary, gave other reasons why she rejected the contract: that she wanted the price of $65,000 written ‘all in one place’ instead of on the side; that she wanted 120 days or a minimum of 90 days for closing, instead of 60 days, because she needed the extra time to find a place to live; that she had not planned that the sale would include the furniture in two apartments which she had furnished after buying the apartment house; that, as to apartment No. 4, the listed rental of $52.50 was incorrect and should have been $5 less; that her own apartment was listed at a rental of $65 a month, although, as the owner, she was not paying any rental; that she could not sign the certificate that the listed rents were not in violation of the rules and regulations of the rent commission because the rentals on the two furnished apartments had never been approved.

The case was presented to the jury by the trial judge with instructions that, unless they found from the evidence that the plaintiff procured a purchaser ready, able and willing to purchase the defendant's property at the price and on terms and conditions authorized by the defendant, their verdict must be for the defendant; that if the offer or proposed contract presented by plaintiff to defendant contained any material term or condition not authorized by defendant, she had a legal right to refuse to sign the proposed contract, and the jury's verdict must be for her; that if the defendant authorized the plaintiff to sell her apartment house without the furniture in the furnished apartments and that plaintiff procured a purchaser ready, able and willing to purchase the apartment with such furniture, the verdict must be for the defendant; that the relation between a real estate broker and the owner of land, for whom the broker is acting, is of a confidential nature, requiring perfect good faith on the part of the broker, and entitling the owner to the benefit of his knowledge and advice.

We are met first with Mrs. Sorivi's contention that the broker failed to bring his principal and the prospective purchaser into agreement on all the material terms and conditions of the sale....