111 Mich. 56 | Mich. | 1896
Fisher and Seligman owned certain city lots in common, adjoining other real estate owned by Fisher in the city of Detroit; and Fisher gave to the plaintiff, Nolan, an option to purchase his interest in both
“February 5, 1892.
“Jno. E. Nolan,
“E. Saginaw.
“Dear Sir: I am requested by Mr. A. C. Fisher to notify you that unless a sale of his entire interest or division is made with Mr. J. Seligman or others before Saturday night, 6th inst., all obligation on his part or extension of option with you for sale of the property (his interest in Fisher Block and adjoining property) will cease.
“Chas. B. Gray.”
On February 5th, being the same day that this letter was written, Nolan, who had been for several days endeavoring to persuade Seligman to agree on a division and purchase of the property, succeeded in obtaining a promise—presumably oral—from Seligman that he would take Fisher’s individual property and a portion of that held in common, giving to Fisher the remainder of the property held in common, and $100,000. Nolan thereupon went to Detroit, and on Monday following (being the 8th of February) Seligman followed, and had an interview with Mr. Gray, who is shown to have been the authorized representative of Fisher, in the presence of Nolan and others and one Doyle, who was present in the interest of Seligman. Mr. Gray then and there said the price was $125,000, instead of $100,000; and Doyle testified that Seligman said he would not pay it, and the deal ended then and there, and that the next day he (Doyle) went to the house of Fisher, who was sick, and, after working all-day with him, prevailed on him to accept $100,000, and the deal was closed upon the terms talked at Saginaw between Seligman and Nolan. This action is brought by Nolan to recover a commission of 2 per cent.
Fisher died before the case was tried, and the plaintiff gave no testimony as to what occurred between them. In addition to the testimony stated, Gray testified that he knew, at the time he wrote the letter of February 5th, that there was an arrangement between Nolan and Fisher, and that what Nolan was doing he was doing for Fisher, and that he was negotiating with Seligman.
The charge contained the following:
“ Gentlemen of the jury, if the plaintiff was authorized by the defendants’ testator to procure a purchaser in Mr. Seligman, by dividing this land, and if, before that authority was revoked, he brought about a division satisfactory to Mr. Fisher, then he is entitled to be compen-, sated for what his services were reasonably worth. Now, we have no evidence of what the arrangement between Mr. Nolan and Mr. Fisher was. So far as the writings were concerned, that expired bn the 1st of February. They do not control this transaction. Was there an arrangement made between them which continued after the 1st of February, and was it in existence on the 9th day of February ? The only evidence that there existed any such arrangement is contained in this letter of February 5th, the terms of which are entirely familiar to you. I will read that letter to you, because it is the only evidence of the existence of any agreement between them after that date,—the 1st of February. It is dated February 5, 1892:
“ ‘John E. Nolan, Esq.,
“ ‘East Saginaw.
“ ‘Dear Sir: I am requested by A. G. Fisher to notify you that unless a sale of his entire interest or division is made with J. Seligman or others before Saturday night, the 6th inst., all obligation on his part or extension of option with you for sale of the property (his interest in Fisher Block and adjoining property) will cease.
“ ‘Very truly yours,
“ ‘Charles B. Gray/
The effect of this instruction was that Mr. Nolan might recover if the jury should find that an arrangement for Nolan’s services existed after February 1st, and up to and including the time when the deal was consummated, and that Nolan’s authority to act was not terminated by Gray’s letter, unless it was brought to his notice, and that the only evidence that there was any arrangement at ail was contained in the letter. Under this charge, we must conclude that the jury found that the writings did not warrant a verdict based upon the option, that plaintiff had no knowledge of the contents of the letter, and that some other arrangement than the option existed previous to and on February 5th,—presumably, an oral understanding that Nolan should continue his efforts to effectuate a trade or sale to Seligman; and, if the circumstances proved warrant the inference of such an understanding, the law will imply a promise to pay for such services their reasonable value. -
In Beach on Contracts we find this subject discussed. The learned author says:
“The term ‘implied contract’ is generally used to denote a promise which the law, from the existence of certain facts, presumes that a party has made. An implied contract is where the intention of the parties may be gathered from their acts and from surrounding circumstances, as distinguished from an express contract, where a party stipulates in direct terms, verbally or in writing. Implied contracts, it has been said, are such as reason and justice dictate, and which the law presumes that every man has contracted to perform, and, 'upon this presumption, makes him answerable to such persons as suffer by his nonperformance. But all true contracts grow out of the intentions of the parties to transactions, and are dictated only by their mutual and accordant
Again Mr. Beach states that—
“Where one person renders services for another, which are known to and accepted by him, the law ordinarily implies a promise to pay therefor.” 1 Beach, Cont. § 642.
Again, in section 650, the following language is used •
“Where there is no relationship between the parties, and one accepts and retains the beneficial results of another’s services, which he had no reason to suppose were gratuitous, and which he could or not accept at his option, the law will imply *a previous request for the services, and a promise to pay what they were reasonably worth.”
See authorities cited in note.
In 1 Add. Cont. 22, the author says:
“ The intention of the parties to any particular transaction may be gathered from their acts and deeds, in connection with the surrounding circumstances, as well as from their words; and the law therefore implies, from the silent language of men’s conduct and actions, contracts and promises as forcible and binding as those that are made by express words, or through the medium of written memorials.”
We think these facts justify the verdict, and the judgment is therefore affirmed.