The Haynes-Cowen Company were engaged in the real estate business in the city of Seattle. One John Hilton, a resident of the city of Everett, authorized them to sell the south fifty-four feet of lot 4 and the north six feet of lot 5 in block 289 of Seattle tide lands. Soon thereafter the brokers found a purchaser in the person of plaintiff, accepted from the plaintiff a deposit of $500, and gave him a receipt signed by them. They informed Mr. Hilton of the transaction which, he replied, was satisfactory, and received $250 out of the $500 which had been paid by the Haynes-Cowen Company. Refusing to carry out the terms of the contract,' this action was brought by the purchaser to enforce specific performance.
The court found, that Hilton was the owner of ninety-eight out of one hundred shares of the capital stock of the corporation which actually owned the land in controversy;
“Seattle, Sept. 28th, 1905.
“Rec’d of Tom R. Roberts five hundred ($500.00) dollars acct purchase South 54 ft Lot 4 & North 6 ft Lot 5 Block 289 Seattle Tide Lands. Price 6000.00 free from all taxes & assessments. Terms 500.00 down herewith & for which this is receipt.
“$2500 cash in 15 days
“ 3000 in one year 7 per cent int
“Total____$6000.
“Abstract & full warranty deed to be furnished.
“Haynes-Cowen Co., Agents.”
and found that, at the same time and place, it was agreed that the contract should be carried out as agreed upon between defendant and the Haynes-Cowen Company; that immediately after said transaction, Haynes, by telephone communication, notified Hilton that he had sold the property; that he had received $500; also fully informed him as to 'the
The defendant excepts to the correctness of the material findings of fact and to the conclusions of law, and to the refusal of the court to make the findings proposed by the defendant. In our opinion the facts found are justified by the record, and the conclusions are properly deducible from such findings. The assignments of error are that the court erred in overruling the defendant’s demurrer to the complaint; in overruling defendant’s objection to the introduction of any evidence; error in admitting testimony, and in making certain findings of fact.
The assignment that the court erred in overruling the demurrer to the complaint and in overruling the defendant’s objection to the introduction of any evidence, is based upon the act of 1905, Laws 1905, page 110, chapter 58. Under the provisions of this chapter it is contended that the contract of employment, not being in writing, the same was void. This question was settled against appellant’s conten
This same proposition was before this court in Mitchell v. Lea Lumber Co., 43 Wash. 195, 86 Pac. 405, where two corporations, the stock of which was owned practically by the same individuals, attempted to defeat the right of the plaintiffs to recover, on the giound that they had sued the wrong corporation. In speaking of the claim, this court said í
“It is not material that the actual driving may have been done by another corporation than respondent. Such corPage 469poration became no more than the agency through which the respondent made use of its license, and the latter should not, therefore, evade its responsibility.”
The only serious question in this case is that of whether the Haynes-Cowen Company had authority to enter into a contract of sale for the land which had been placed in their hands for sale by the appellant, the contention of the appellant being that the authority only extended to finding a purchaser, and that the contract of sale would have to be made between the purchaser and the owner. And it is contended that this was squarely decided by this court in the case of Carstens v. McReavy, 1 Wash. 359, 25 Pac. 471, and such seems to have been the effect of that decision. We are not prepared to overrule the doctrine there announced, nor do we wish to extend it. In that case there was no element of estoppel by reason of the contract having been ratified in any manner whatever; it appearing that the contract was made for the defendant’s property without his knowledge and in his absence from the state, and that when it came to his knowledge he refused to recognize the contract and denied the authority of the agents to sell. This case, it seems to us, falls more squarely within the rule subsequently announced by this court in the case of Service v. Deming Investment Co., 20 Wash. 668, 56 Pac. 837, where, without noticing the case of Carstens v. McReavy, supra, the court held that, although the authority of an agent may be merely an oral authorization to find a purchaser for certain land, yet his written contract for its sale is binding on his principal when the principal subsequently ratifies the same by agreeing to the terms of the sale and accepting earnest money paid thereon. From a careful examination of that case, we are unable to distinguish it in principle from the case at bar. It is true that one of the acts of ratification in that case was the placing of the purchaser in possession; but there were other acts which seemingly, in the opinion of
“Authority to execute the memorandum was, we think, fully conferred, if not in express words, certainly by the conduct of the defendant itself acting through its general manager; and his action was, we think, fully ratified, as appears from the subsequent letters and correspondence between 'the manager and Bradshaw. The price was agreed upon, the terms upon which it was to be paid were agreed upon, money was paid in pursuance of the agreement, and the party was let into possession. These are the elements and only essentials of a valid agreement) to sell and convey.”
With the exception of the possession, which was not a matter of value in this case as it was in the case cited above, the land in that case being farm land, the language of the court might well apply to the case at bar. Certainly in this case authority to execute the memorandum was fully conferred, if not in express words, by the conduct of the defendant acting through its general manager. He was notified of the sale and, while he says that he was not notified that a contract had been signed which would bind him, he must have known that a contract of sale had been made when he was informed that the agents had sold the land upon the exact terms .which he had instructed them to sell it upon, and that a payment had been made which was tendered him and which he received. Then, in the language of the court in Service v. Deming Investment Co., supra, “the price was agreed upon, the terms upon which it was to be paid were agreed upon, money was paid in pursuance of the agreement.” In this case no objection was made to the action of the agents. They were instructed by Hilton that it was
Under all the circumstances of this case, we think the judgment of the court was proper and just, and should be affirmed.
Hadley, C. J., Root, Mount, and Crow, JJ., concur.