403 S.W.3d 104
Mo. Ct. App.2013Background
- Property at 3920 Nash Road was conveyed in 2004 to the Ruth W. Lipps Voluntary Trust; deed named Ruth and Jerry Lipps as co-trustees.
- In March 2007, Doug Lipps (son) signed a listing agreement with Lorimont Place to sell/lease the property, signing as "Doug Lipps for Jerry Lipps." The listing promised a 7% commission on sales and certain renewals/extensions for five years.
- Jerry Lipps died before any lease; in Feb 2008 the Food Bank executed a one-year lease identifying Jerry Lipps, Inc. as landlord; rent was paid to the Trust and commission checks were issued for the 2008 lease.
- In April 2009 the Food Bank signed a renegotiated lease identifying the Trust as owner; the 2009 lease omitted any commission to Lorimont Place and Lorimont Place received no commission for that lease.
- Lorimont Place sued Jerry Lipps, Inc. and Ruth Lipps (as trustee) for commission under the 2007 listing. At trial the court granted a directed verdict for defendants, finding no submissible case because the defendants were not parties to the listing agreement. Lorimont Place appealed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether defendants were parties to the 2007 listing via agency/undisclosed principal | Doug (agent) signed; he was authorized by Ruth as trustee, so the Trust (through Ruth) is bound and owes commission on the 2009 lease | Listing signed only by Doug for Jerry Lipps; defendants not parties and thus not liable | Reversed as to Ruth (trustee): submissible case exists that Ruth, as undisclosed principal, authorized Doug and is bound by the listing; directed verdict erroneous |
| Whether Jerry Lipps, Inc. is bound by Doug's signature or ratification | Plaintiff contends business ratified acts by paying commissions earlier | Defendants argue no agency established between Doug and Jerry Lipps, Inc., so no binding or ratification | Affirmed for Jerry Lipps, Inc.: no evidence Doug was its agent, so no submissible case against the corporation |
Key Cases Cited
- Am. Family Mut. Ins. Co. v. Coke, 358 S.W.3d 576 (Mo. App. 2012) (standard for reviewing directed verdict)
- Ray v. Wisdom, 166 S.W.3d 592 (Mo. App. 2005) (presumption against directed verdicts; drastic remedy)
- Blue v. Harrah’s N. Kansas City, LLC, 170 S.W.3d 466 (Mo. App. 2005) (definition of substantial evidence)
- Keveney v. Mo. Military Acad., 304 S.W.3d 98 (Mo. banc 2010) (elements of breach of contract)
- Viacom Outdoor, Inc. v. Taouil, 254 S.W.3d 234 (Mo. App. 2008) (mutual agreement requirement; party establishment)
- K.O. Real Estate, LLC v. O’Toole, 291 S.W.3d 780 (Mo. App. 2009) (undisclosed principal and agent liability)
- Orrock v. Crouse Realtors, Inc., 823 S.W.2d 40 (Mo. App. 1991) (agent/undisclosed principal liability choice)
- Corporate Interiors, Inc. v. Randazzo, 921 S.W.2d 124 (Mo. App. 1996) (vendor not required to discover agency; agent duty to disclose principal)
- McBee v. GustaafVandecnocke Revocable Trust, 986 S.W.2d 170 (Mo. banc 1999) (trustee is proper party for suits involving trust property)