Wellington Oil Co. of Delaware v. Maffi

• Decision Date: 02 April 1941
• Docket Number: No. 7745.,7745.
• Citation: 150 S.W.2d 60
• Parties: WELLINGTON OIL CO. OF DELAWARE v. MAFFI.
• Court: Texas Supreme Court

Page 60

150 S.W.2d 60

WELLINGTON OIL CO. OF DELAWARE v. MAFFI.

No. 7745.

Supreme Court of Texas.

April 2, 1941.

Error to Court of Civil Appeals of Fourth Supreme Judicial District.

Action by Nick A. Maffi against John T. O'Neil and the Wellington Oil Company of Delaware to recover a brokerage fee. To review a judgment of the Court of Civil Appeals, 138 S.W.2d 134, reversing a judgment denying recovery and remanding the case, the Wellington Oil Company of Delaware brings error.

Judgment of Court of Civil Appeals affirmed.

Terrell, Davis, Hall & Clemens, Ernest W. Clemens, and Geo. M. Luhn, all of San Antonio, for plaintiff in error.

J. B. Lewright and Grady Barrett, both of San Antonio, for defendant in error.

HICKMAN, Commissioner.

Nick A. Maffi was plaintiff in the trial court and Wellington Oil Company of Delaware, hereinafter sometimes called Wellington, and John T. O'Neil, its president, were defendants. Upon a verdict returned in obedience to a peremptory instruction, judgment was rendered in the trial court that plaintiff take nothing. That judgment was reversed by the Court of Civil Appeals and the case remanded. Maffi v. O'Neil, 138 S.W.2d 134, 135. In view of the instructed verdict, the Court of Civil Appeals in its opinion very properly stated the facts from the viewpoint most favorable to Maffi. We find that its opinion contains a clear, concise and fair statement of the case from that viewpoint, and no reason is perceived why we should undertake to restate it in different language. We, therefore, adopt that statement, which is as follows:

"It appears from evidence sufficient to raise jury issues that in the spring of 1935 Mrs. Driscoll authorized Maffi to procure descriptions of her lands and solicit offers from third parties to lease them for oil and gas purposes. The lands were embraced in several ranches, including the La Gloria, the Palo Alto and the Sweden. Maffi procured the descriptions, marked them on maps, and otherwise familiarized himself with the situation and status of the properties. He laid this information before O'Neil, who was acting for Santa Clara Oil & Gas Company, of which he was president and general manager, and who was seeking leases for his company. On Maffi's representations, O'Neil became interested in the Driscoll properties. He had never met Mrs. Driscoll, to whom, it seems, business approach from strangers was difficult. Maffi offered this approach, and it was agreed between the two men that Maffi would give O'Neil a friendly introduction to Mrs. Driscoll, in order to enable the latter to deal personally with her for leases, and that the two men would work together to that end. It was known to them that Mrs. Driscoll would not pay any brokerage commission upon leases to be sold by her. It was agreed, then, that such commission would be exacted of lessees, and O'Neil further assured Maffi that he would `treat him right,' and `take care of him' on leases resulting from their joint efforts.

"In pursuance of this agreement, which was wholly in parol, Maffi brought Mrs. Driscoll and O'Neil together, and under Maffi's recommendation Mrs. Driscoll dealt directly with O'Neil, as well as with Maffi. Those dealings resulted in Santa Clara Oil Company's procuring leases, first, upon the La Gloria Ranch, and, second, upon the Palo Alto. For his services in these transactions the Santa Clara Company paid Maffi a cash brokerage fee on each of the two leases. All this occurred in the spring and early summer of the year 1935.

"Now, the Sweden Ranch was not then subject to lease, for the reason that a lease thereon was under option to Continental Oil Company, the exercise of which option was not subject to termination until several months later, and although it was said Mrs. Driscoll was not `satisfied' with the contract for that option, or with performance thereunder, there were no negotiations concerning that Ranch between Mrs. Driscoll, Maffi, O'Neil or his Santa Clara Oil Company, at that time. About a year after its lease of La Gloria and Palo Alto Ranches, Santa Clara Oil Company, for which O'Neil was acting, sold and transferred all its physical assets to Wellington Oil Company of Delaware, a Delaware Corporation, for a consideration of 375,000 shares of Wellington capital stock issued to stockholders of Santa Clara Company. And O'Neil became president and general manager of the Wellington Company, as he was of the Santa Clara Company. Both corporations had other, but not all, officers and stockholders in common. Wellington had from 400 to 600 stockholders, Santa Clara, nine. The record is silent upon the provisions of the contract by which Wellington acquired the assets of Santa Clara; specifically, it does not show what provision, if any, was made in said contract looking to the assumption of, or reservation against, liability for the outstanding contracts and obligations of the Santa Clara Company.

"The record discloses that after procuring leases for Santa Clara Company upon Mrs. Driscoll's La Gloria and Palo Alto Ranches, in the early summer of 1935, Maffi and O'Neil had no further active dealings together. The record further shows, however, that two years later, in June, 1937, O'Neil, ignoring Maffi, privately effected a lease to Humble Oil & Refining Company to Mrs. Driscoll's Sweden Ranch, on which, in the meantime, inferentially, the option previously held by Continental Oil Company had been allowed to lapse. Humble Company paid Mrs. Driscoll a cash consideration of $115,745 for the lease. Some two months after the Humble Company secured the lease on the Sweden Ranch, that Company assigned a 1/64 overriding royalty interest therein to appellee Wellington Oil Company of Delaware, as a brokerage fee for procuring that lease. It is that brokerage fee that is in controversy here.

"Maffi brought this suit against O'Neil and Wellington Oil Company of Delaware contending that the lease of the Sweden Ranch to the Humble Company of June, 1937, was made by virtue and in pursuance of his parol agreement with O'Neil, in the spring of 1935; that in that agreement O'Neil was acting for Santa Clara Oil Company and therefore bound that corporation to pay Maffi a broker's commission upon said lease; that by purchasing all Santa Clara Company's assets in 1936, appellee Wellington Oil Company of Delaware assumed, as a matter of law, to perform all existing contracts of Santa Clara Company and particularly the latter's obligation to pay him a brokerage fee upon the sale of the lease upon the Sweden Ranch to the Humble Company whenever and to whomsoever it was consummated. Maffi prayed for judgment for one-half interest in the 1/64 overriding royalty acquired by appellee Wellington Company from the lessee, Humble Company, or, in the alternative, for a reasonable cash commission on said lease, which he placed at $18,000."

Writ of error was granted upon an assignment...