Stoll v. Mallory, 18258
| Court | California Court of Appeals |
| Writing for the Court | BRAY |
| Citation | 343 P.2d 970,173 Cal.App.2d 694 |
| Decision Date | 16 September 1959 |
| Docket Number | No. 18258,18258 |
| Parties | , Blue Sky L. Rep. P 70,434 Jack L. STOLL, dba Jack L. Stoll & Associates, Plaintiff and Respondent, v. Charles F. MALLORY et al., Defendants, Patrick H. Peabody, Santa Clara Broadcasting Company, a California corporation, Defendants and Appellants. |
Page 970
v.
Charles F. MALLORY et al., Defendants,
Patrick H. Peabody, Santa Clara Broadcasting Company, a California corporation, Defendants and Appellants.
Page 971
[173 Cal.App.2d 695] Timothy A. O'Connor, San Jose, for appellants.
Rankin, Oneal, Luckhardt & Center, J. E. Longinotti, San Jose, for respondent.
BRAY, Presiding Justice.
Defendants appeal from a judgment of $6,750 in favor of plaintiff for services in the sale of radio station K.S.J.O.
Questions Presented.
Was nonpayment of commission excused (1) because agreement of sale was unenforceable under federal law; (2) because plaintiff was not licensed under the Corporate Securities Act?
Facts.
Plaintiff is a licensed real estate and business opportunity broker. In September, 1953, he sent a form letter to K.S.J.O. requesting a listing. Mallory, 1 manager of the station and vice president of the Santa Clara Broadcasting Company, a corporation, its owner, called plaintiff and requested that plaintiff attempt to procure a purchaser for the radio station. Mallory inquired of plaintiff if he worked on the 'usual commission basis' and plaintiff said that he did. (This was 5 per cent of the sale price.) Thereafter there was correspondence [173 Cal.App.2d 696] between Mallory and plaintiff regarding the price and terms of sale, and the interest expressed by a prospective purchaser. Defendant Peabody, who owned all but about 150 shares of the 7,000 outstanding shares of the company, was aware of and approved the negotiations between plaintiff and Mallory. Plaintiff brought Mallory and Peabody together with prospective purchasers Pett and Allen. At that meeting Peabody told plaintiff that he would get his commission. 2 A memorandum of agreement was then entered into between Peabody as seller and Allen and Pett as buyers for the sale to the latter (subject to the approval of the Federal Communications Commission) of 'all of his right, title and interest in and to Santa Clara Broadcasting Company and its radio station K.S.J.O., together with all equipment, land, buildings, supplies and other assets. * * * Incident to this sale, seller guarantees to deliver 100% of the corporate stock of Santa Clara Broadcasting Company.' Later, a formal agreement of sale was entered into in which Peabody was the first party, Allen and Pett were second parties, and the broadcasting company was third party. This agreement did not refer to the memorandum, and described the property sold as Peabody's interest in all outstanding shares of the broadcasting company stock 'One Hundred Per Cent (100%) of' the stock; also his interest in certain real property. The agreement was not to become effective until it was approved by the commission. The shares of stock were to be pledged with a named attorney until the balance of the purchase price (which was to be paid in installments) was paid. Second parties agreed to vote Peabody onto the broadcasting company's board of directors for a period of at least three years.
Page 972
Thereafter an application was filed with the commission for approval of the transfer of the station. About 30 days later Pett met Peabody who said that he now did not want to dispose of the station and would like to return the deposit money and have the application withdrawn. Peabody said his reason was that he had been checking on Allen and did not want to have any business relationship with him. On April 2 the commission wrote the broadcasting company to the effect that the provision in the agreement (copy of which had been filed with the application) to the effect that Peabody [173 Cal.App.2d 697] was to be voted in as a director of the company for three years appeared to be inconsistent with certain of the commission's policies, and stated: 'You are requested to submit a verified statement setting forth your views in the above matter.' Pett contacted an attorney in Washington, D. C. who discussed the situation with the commission counsel and advised Pett that his information was that there was a 50-50 chance of the commission approving the application without any change in the agreement. Pett's attorney thought that there was 'a fair possibility' of the application being granted without the removal of the directorship provision in the agreement. He then suggested another way of protecting Peabody's rights if ultimately the commission should require the removal. He also suggested that if Peabody was not willing to remove the provision, a verified letter be sent the commission, stating why the provision should not be objectionable. Pett reported this to Peabody and two or three conversations were had with Peabody and as Peabody had said he did...
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All Points Traders, Inc. v. Barrington Associates, s. B032751
...a building (Owen v. Off (1951) 36 Cal.2d 751, 227 P.2d 457), 6 a broadcasting company and its radio station (Stoll v. Mallory (1959) 173 Cal.App.2d 694, 343 P.2d 970), 7 a resort and marina business (Weber v. Jorgensen (1971) 16 Cal.App.3d 74, 93 Cal.Rptr. 668), 8 a mortgage company (Lyons ......
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Lyons v. Stevenson
...1) Plaintiff is entitled to a commission even though he is not licensed as a corporate securities broker. In Stoll v. Mallory (1959) 173 Cal.App.2d 694, 343 P.2d 970, the court considered the issue whether nonpayment of a commission could be excused because the plaintiff was not licensed un......
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Higson v. Montgomery Ward & Co.
...v. Nilan, 207 Cal.App.2d 1, 9, 24 Cal.Rptr. 225; Diamond v. Huenergardt, 175 Cal.App.2d 214, 222, 346 P.2d 37; Stoll v. Mallory, 173 Cal.App.2d 694, 698, 343 P.2d 970.) Ward's final contention is without The order granting defendant Montgomery Ward & Co., Inc. a new trial is reversed; the j......
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Sergeant v. Leonard, 65500
...65 Cal.App.3d 595, 135 Cal.Rptr. 457 (1977); Weber v. Jorgensen, 16 Cal.App.3d 74, 93 Cal.Rptr. 668 (1971); Stoll v. Mallory, 173 Cal.App.2d 694, 343 P.2d 970 Thus assuming without deciding that this corporate stock had to be registered and that this broker likewise would have had to be reg......
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All Points Traders, Inc. v. Barrington Associates, s. B032751
...a building (Owen v. Off (1951) 36 Cal.2d 751, 227 P.2d 457), 6 a broadcasting company and its radio station (Stoll v. Mallory (1959) 173 Cal.App.2d 694, 343 P.2d 970), 7 a resort and marina business (Weber v. Jorgensen (1971) 16 Cal.App.3d 74, 93 Cal.Rptr. 668), 8 a mortgage company (Lyons ......
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Lyons v. Stevenson
...1) Plaintiff is entitled to a commission even though he is not licensed as a corporate securities broker. In Stoll v. Mallory (1959) 173 Cal.App.2d 694, 343 P.2d 970, the court considered the issue whether nonpayment of a commission could be excused because the plaintiff was not licensed un......
-
Higson v. Montgomery Ward & Co.
...v. Nilan, 207 Cal.App.2d 1, 9, 24 Cal.Rptr. 225; Diamond v. Huenergardt, 175 Cal.App.2d 214, 222, 346 P.2d 37; Stoll v. Mallory, 173 Cal.App.2d 694, 698, 343 P.2d 970.) Ward's final contention is without The order granting defendant Montgomery Ward & Co., Inc. a new trial is reversed; the j......
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Sergeant v. Leonard, 65500
...65 Cal.App.3d 595, 135 Cal.Rptr. 457 (1977); Weber v. Jorgensen, 16 Cal.App.3d 74, 93 Cal.Rptr. 668 (1971); Stoll v. Mallory, 173 Cal.App.2d 694, 343 P.2d 970 Thus assuming without deciding that this corporate stock had to be registered and that this broker likewise would have had to be reg......