Leno v. Stewart , 89 Vt. 286 ( 1915 )

Watson, J.

Whatever the result might be if it appeared that the plaintiff were employed for the mere purpose of bringing a possible buyer and seller together, leaving everything else to the action of the principals, as was the case in Knauss v. Gottfried Krueger Brewing Co., 142 N. Y. 70, 36 N. E. 867, the record shows that the plaintiff was requested by Stoddard to find a customer who would purchase his farm, and he was to receive a commission "for the sale or exchange” of it, and did receive a commission "for the sale and exchange” of it for the Holland farm in which he was also interested by way of an employment under which he was to receive a commission if he furnished a customer who should purchase it or exchange another farm for.it. Stoddard had no knowledge that plaintiff was under such employment as to the Holland farm, and the record does not show that either ITolland or his broker, the defendant, knew of plaintiff’s employment by Stoclclard. It follows that neither Stoddard on the one hand, nor Holland or the defendant on the other hand, ever consented to such dual agency. If the plaintiff would rely upon such consent, it devolved upon him to show it. Rice v. Davis, 136 Pa. St. 439, 20 Atl. 513, 20 Am. St. Rep. 931. The plaintiff was present during the negotiations resulting in the exchange of the two farms, and then, in talking to defendant out of the hearing of Stoddard, threatened to break lip the trade unless he was paid something by Holland. The facts show the interest the plaintiff was taking to bring the two parties together, in order to win his double commission, consented to by neither of the owners of the properties, nor by the defendant, Holland’s agent.

The law requires the utmost goocl faith and loyalty from agents, for the furtherance and advancement of the interests of their principals. Noyes v. Langdon, 59 Vt. 569, 10 Atl. 342; Vermont Marble Co. v. Mead, 85 Vt. 20, 80 Atl. 852; 2 C. J. 692. The plaintiff’s actions did not meet this requirement when, without the consent of the parties, he accepted employment by both and in consequence thereof was interested to bring them together in trade, to the exclusion of all others. In such circumstances, the interests of each principal were in danger of prejudice from the adverse interest in the agent. The twofold interests and relations of the plaintiff were inconsistent with the interests of both sides, and he had no right to be engaged by both without their knowledge and consent. We therefore hold that public policy forbids the enforcement of plaintiff’s claim which he seeks to recover in this suit. 4 R. C. L. 328; Walker v. Osgood, 98 Mass. 348, 93 Am. Dec. 168; Rice v. Wood, 113 Mass. 133, 18 Am. Rep. 459; Raisin v. Clark, 41 Md. 158, 20 Am. Rep. 66; Bell v. McConnell, 37 Ohio St. 396, 41 Am. Rep. 528; Rice v. Davis, cited above; Cannell v. Smith, 142 Pa. St. 25, 21 Atl. 793, 12 L. R. A. 395; Howard v. Murphy, 70 N. J. L. 141, 56 Atl. 143, 1 Ann. Cas. 571. The last named case is much in point. There the defendant, a real estate agent, was to receive as compensation for the sale of certain real estate belonging to one Church, all that he secured for the property over eight thousand dollars. The plaintiffs, also real estate agents, were the agents of one Winter and had bought other property for him. Winter represented the Orange Brewery, whose attention had been called to the Church property. The contract sued upon was made with-out- the knowledge of Winter, and by it the defendant, in consideration of the services rendered by the plaintiffs in effecting the sale, agreed to pay plaintiffs one-third of all profits or commissions made on the sale. The property was sold for nine thousand dollars. The defendant paid the plaintiffs one hundred fifty dollars, and the suit was brought for the balance of the one-third of the one thousand dollars of profit. It was held that the agreement between the plaintiffs and the defendant was in- conflict with the duty which the plaintiffs owed to their client Winter, and for that reason it was unenforceable as against public policy.

Judgment reversed, and judgment for defendant to recover. Ms costs.