Taylor v. Dorsey

Decision Date08 December 1944
Citation19 So.2d 876,155 Fla. 305
PartiesTAYLOR et al. v. DORSEY.
CourtFlorida Supreme Court

Appeal from Circuit Court, Orange County; Frank A Smith, judge.

Maguire Voorhis & Wells, H. M. Voorhis, and W. H. Poe, all of Orlando, for appellants.

G. P Garrett and Lester Harris, both of Orlando, for appellee.

Ethel Ernest Murrell, of Miami, amicus curiae.

THOMAS, Justice.

The appellee was awarded a judgment for the full amount he claimed $2,250, in a suit against the appellant Emma E. Taylor for services rendered her in procuring a purchaser ready, willing, and able to buy certain land owned by her upon which was situated a hotel.

The issues were formed by a declaration claiming money payable for work done and services rendered, and pleas denying the debt and denying that a purchaser was secured for the agreed price or upon terms acceptable to the seller (defendant). Inasmuch as no attack was made upon any of the pleadings and no challenge offered to the form of the action, there is no need to discuss them further.

Four of appellants' questions are based upon the interpretation to be given the factual situation developed by the testimony, in which there is little conflict, and we think these may be further reduced to two propositions namely, whether all terms of the seller were met by the prospective buyers, including the demand for a financial statement from the latter, and whether there was sufficient testimony to show the prospective purchasers not only ready and willing, but also able to buy the property.

No meeting between seller and broker occurred until the time of the trial, so the arrangements between them and between the seller and the prospective purchasers must be gleaned from the correspondence exchanged by seller and broker over a period of less than three months. During the correspondence the appellee and the proposed purchasers resided in Orlando where the property is located, and the owner resided in the State of New York. The subject of sale was introduced by a letter from the appellee to the appellant expressing the understanding that the property had been taken off the market, but making a bid in rather obscure language for the opportunity to show it, nevertheless, to some clients. The reply was noncommittal. Shortly thereafter the broker, evidently not discouraged by the vagueness of the reply to his first letter, but assuming that there was some possibility the owner might be willing to sell at an avantageous price, advised the owner that he was interested in learning the lowest price she would take for the property. She then informed him she had under consideration an 'all cash offer' and if that transaction did not materialize she would advise appellee, in which case she would 'expect [him] to make * * * an offer.' She added that she had not established any price on the hotel 'except the asking price,' which, she wrote, represented the actual investment irrespective of taxes, insurance, and repairs.

About two weeks later appellant further replied, announcing that the 'all cash offer' had not yet materialized, but was still pending subject to prior sale. Then it was she stated the amount of the 'asking price,' $55,000. She said she would not offer the property for less, but would consider any reasonable bid from any one wishing to buy. She stipulated that in any event she would expect $25,000 in cash. So, to recapitulate, her term 'asking price' may be defined in the light of these letters as the initial value set by her, but not so fixed that she would decline consideration of a bid for some reasonable amount.

At the outset appellee had solicited the appellant-owner to allow him to exhibit the property to two persons interested in purchasing. Now we find him making offers in behalf of these clients.

Before proceeding with an analysis of the letters which followed it is well to pause and examine the authorities which have dealt with situations where a broker employed to procure a purchaser ready, willing, and able to buy secured one who made a counter offer which was eventually accepted by the seller. It seems that in such circumstances the owner is privileged to reject the counteroffer and escape liability for compensation, but if he accepts it he must pay the broker for his services. Swift v. Hale & Covington Real Estate Co., 196 Ky. 446, 244 S.W. 867. If the broker has brought the parties together and a sale is effected as a result of continuous negotiations inaugurated by him, he will not be defeated in his effort to recover compensation simply because of a variation between the original terms stated by the owner and those finally accepted. Dancy et al. v. Baker, 206 Ala. 236, 89 So. 590; 8 Am.Jur., Brokers, Page 1092.

We are well aware of the fact that the appellant-owner did not actually list the property in question with appellee for sale upon definite terms, but in response to his solicitation she did name the 'asking price' and did encourage him to secure and submit a counteroffer. In such circumstances the principle which we have announced seems quite applicable, and we are convinced the broker was entitled to recover if he produced a purchaser ready, willing, and able to buy on terms finally agreeable to the owner. With this thought in mind we shall continue with the examination of the correspondence to see if such a situation developed.

When appellee was informed of appellant's willingness to consider any reasonable bid he wrote to her, offering on behalf of his clients $45,000 for the property,--$5,000 in cash and $500 monthly 'which would include a payment of interest and principal.' The reply was not a definite acceptance nor was it a rejection, even though the offer was $10,000 less than the 'asking price' and the cash payment proposed was $5,000 instead of $25,000. Despite these discrepancies the owner indicated her inclination to entertain the offer if the deed was held in escrow until one half the purchase price was paid, if the commission could be paid to the broker as deferred payments were made to her, if, because of the small down payment, a statement of the financial condition of the purchasers was furnished, if the taxes and the insurance for the current year were prorated, and if no furniture was to be removed until the purchase price had been fully paid. The owner wrote that she would 'have the Attorney draw up a Conpract on the payment of two thousand dollars.' When four days had passed, the appellee, in reply to this letter, advised the owner that the deposit of the deed in escrow and the proration of taxes and insurance would be satisfactory. He wrote that he would be willing to accept a small part of his commission out of the first payment of the purchase price and the remainder in reasonable amounts as deferred payments were made. There seemed to be no objection to the initial payment of $2,000 and there was no mention of the remainder of the down payment, $3,000. This letter elicited a reply by telegraph: 'Will go ahead with contract if your prospects have 5000 to pay down and sufficient capital to start operating Please wire reply collect.' As he was requested to do, appellee telegraphed, giving the information that he had the deposit of $2,000 and that the balance of the down payment would be made when the sale was closed.

The request in the earlier letters for a financial statement seems to have been ignored in the later ones, and the next in the series of communications which we think has a material bearing on the transaction was a letter from the owner acknowledging receipt of the telegram relative to the deposit and the remainder of the down payment. There was following significant statement appeared: 'I am sure the women [the clients] are able to go ahead with the operation of the hotel as they would not so foolish to pay down the five thousand if they could not begin operations as soon as possible.' She stated that she would write her attorney, whom she named, to draw up the contract 'as per our agreement, on the payment of the two thousand dollars to him for my account.' Another statement in the letter throws considerable light on her attitude toward the ability of the purchasers to meet the deferred payments. She said she thought they would find they could pay more than the $500 a month because she had 'had several hotel men say that it [the property] could be paid for in three years.' This indicates to us that she had concluded the purchasers could without difficulty cause the hotel property to produce enough income to discharge the deferred payments and, therefore, that their financial responsibility had become a matter of no further concern to her. There are other statements in this letter which we think refute the assertion of the appellants that all the conditions of the sale were not met by the purchasers. As we have already pointed out, the owner of the property referred to 'our agreement.' The conclusion that at the time she felt she and the purchasers were in accord on the details of the transaction is emphasized by her reference to the execution of the contract which her attorney would prepare and the short time in which the might be accomplished. She wrote she was leaving New York 'the latter part of next week or the first of the following week for Orlando,' and then added that if the property had not been transferred by that time certain adjustments would be made with reference to a defective ceiling.

From this correspondence we get the impression that the seller thought all the terms of the sale had been agreed upon; that her attorney had all information necessary to prepare a contract that there was a possibility, if not a probability, that the transaction could be consummated without her appearance and before her...

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  • Bush v. Holmes
    • United States
    • Florida District Court of Appeals
    • November 12, 2004
    ...the law, and the law should not be held invalid unless clearly unconstitutional beyond a reasonable doubt," quoting Taylor v. Dorsey, 155 Fla. 305, 19 So.2d 876, 882 (1944)); Medina v. Gulf Coast Linen Servs., 825 So.2d 1018, 1020 (Fla. 1st DCA 2002) (same). Contrary to the majority's rulin......
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    • Florida Supreme Court
    • August 16, 2004
    ...of the law, and the law should not be held invalid unless clearly unconstitutional beyond a reasonable doubt," quoting Taylor v. Dorsey, 19 So. 2d 876, 882 (Fla. 1944)); Medina v. Gulf Coast Linen Servs., 825 So. 2d 1018, 1020 (Fla. 1st DCA 2002) (same). Contrary to the majority's ruling, t......
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