Broker, Commission. Corporation, Officers and agents. Evidence, Competency. Agency, Scope of authority, Ratification by principal.
At the trial of an action by a broker against a corporation to recover a commission alleged to have been earned by the plaintiff in procuring a purchaser for certain mills and other property owned by the defendant, testimony by the plaintiff, that in conversations with the president and treasurer of the defendant he was employed by them to procure a purchaser and was promised a certain commission if he succeeded, properly was excluded, there being nothing in the by-laws of the defendant, and no vote of the stockholders, to show that those officers had any authority on behalf of the corporation to employ the plaintiff for such purpose. The conversations above described were in March, 1922. As a result of negotiations beginning in November, 1922, between the defendant's president and the customer alleged to have been procured by the plaintiff, the stockholders of the defendant in April, 1923, authorized a sale of the property to the customer, which was thereupon consummated, this being the first official action by the stockholders in regard to a sale. It did not appear that the alleged employment of the plaintiff was brought to the attention of the stockholders or the directors previous to the sale. The judge ordered a verdict for the defendant. Held, that the evidence did not warrant a finding that the defendant corporation ratified the alleged employment of the plaintiff, and the verdict properly was ordered for the defendant.
SANDERSON, J.
In this case the plaintiff is seeking to recover a commission as broker for the sale made by the defendant to the American Woolen Company referred to in Horowitz v. S. Slater Sons, Inc., ante, 143.
For reasons already appearing in that case, the rulings excluding the conversations between the plaintiff and Brown and between the plaintiff and Bartlett upon which proof of any contract of employment depended were right. It appeared that at the time of the conversations Brown was president and director and Bartlett treasurer and director of the defendant corporation.
No vote of the stockholders was introduced in evidence in this case, and the fact that the mills were sold to the American Woolen Company, when considered with all the other testimony, would not justify a finding of ratification of the plaintiff's employment.
It did not appear that any information concerning such employment was brought to the attention of the stockholders or other directors up to the time the sale was consummated. Beacon Trust Co. v. Souther, 183 Mass. 413. Banca Italiana Di Sconto v. Columbia Counter Co. 252 Mass. 552, 559. No error appears in the rulings during the trial nor in the order directing a verdict for the defendant.
Exceptions overruled.