Archbold v. Industrial Land Co. , 264 Mich. 289 ( 1933 )

The action is to recover real estate brokerage commission. Summary judgment was denied plaintiff, but was entered for defendants.

Plaintiff negotiated a trade of land between defendant Industrial Land Company and the American Blower Corporation. An instrument was drafted by representatives of the corporations, in form and words a binding contract. It provided:

"The Industrial Land Company agrees to pay H.E. Archbold the sum of $8,575 for his services if this deal is completed."

The instrument was signed: "Approved: J. S. L." "O. K. with me: C. G. B." "O. K. with me: C. T. M." It was so signed by C.G. Bowker and J.S. Lillie, respectively president and vice-president of the Industrial Land Company, and C.T. Morse, vice-president of the American Blower Corporation. A copy of the instrument was given plaintiff.

The above-quoted clause satisfies the statute of frauds, 3 Comp. Laws 1929, § 13417 (5), as a written promise to pay commission (Claxton v. Margolis, 248 Mich. 199), if the agreement was executed for and upon authority of defendant corporation. A signature by initials is sufficient. 27 C. J. p. 287. As the name of the corporation appears in the body of the instrument, the signature of its agent need not further set up the corporate name nor the fact that he signs as agent of the corporation. 27 C. J. p. 299; Johnson v. Wolfe, 223 Mich. 10.

Plaintiff made affidavit, on his personal knowledge, that the signing officers had authority to and executed the instrument in behalf of their respective corporations, and that, at a meeting of the board of directors of defendant company attended by him, Bowker had been expressly authorized thereto. The authority was denied by defendants. The affidavits on the motions for judgment raised issues of fact for trial, particularly upon whether the instrument was executed by authority and on behalf of the respective corporations or was merely a personal memorandum of the negotiating officers.

Judgment reversed, and cause remanded for trial, with costs to plaintiff.

McDONALD, C.J., and CLARK, POTTER, SHARPE, NORTH, WIEST, and BUTZEL, JJ., concurred.