First Trust Co. of Montana v. McKenna

No. 14931. IN THE SUPREME COURT OF THE STATE OF MONTANA 1980 FIRST TRUST COMPANY OF MONTANA, Personal Representative of the Estate of Jack W.Sisson, Decedent, Plaintiff and Appellant, VS. LYLE McKENNA, Defendant and Respondent and Cross-Appellant. Appeal from: District Court of the Tenth Judicial District, Honorable LeRoy L. McKinnon, Judge presiding. In and For the County of Judith Basin Counsel of Record: For Appellant: Swanberg, Koby, Swanberg and Matteucci, Great Falls, Montana Fa Swanberg argued, Great Falls, Montana ORHAM E For Respondent : Robert J. Emrnons argued, Great Falls, Montana Leonard McKinney, Lewistown, Montana Submitted: March 28, 1980 Decided: J N 1 7 1980 U Filed: $mi! 7 M r . Chief J u s t i c e Frank I . H a s w e l l d e l i v e r e d t h e Opinion of t h e Court. I n a n a c t i o n by t h e s e l l e r s of a farm t o r e c o v e r a r e a l e s t a t e commission and t r e b l e damages, t h e D i s t r i c t C o u r t g r a n t e d summary judgment i n f a v o r of t h e r e a l e s t a t e b r o k e r and d i s m i s s e d t h e b r o k e r ' s c o u n t e r c l a i m f o r m a l i c i o u s p r o s e - cution. Both p a r t i e s a p p e a l from t h e r e s p e c t i v e judgments a g a i n s t them. I n 1970 J a c k S i s s o n and h i s b r o t h e r Mark owned a r a n c h i n J u d i t h B a s i n County, Montana. The r a n c h c o n s i s t e d o f a b o u t 8,400 a c r e s o f deeded l a n d and a b o u t 6,320 a c r e s of l e a s e d l a n d t o g e t h e r w i t h l i v e s t o c k , machinery and improve- ments. The d e f e n d a n t was a t a l l t i m e s p e r t i n e n t t o t h i s c a s e a licensed real estate broker. I n October 1969, t h e Sissons executed a real estate b r o k e r ' s c o n t r a c t authorizing t h e defendant t o sell t h e Sissons' real property f o r $800,000. The d e f e n d a n t was u n a b l e t o complete a s a l e and t h e c o n t r a c t e x p i r e d on May 1, 1970. The S i s s o n s t h e r e a f t e r had t h e r a n c h l i s t e d w i t h two o r more o t h e r r e a l e s t a t e b r o k e r s , b u t no s a l e was consummated a t t h a t t i m e . On a b o u t December 6 , 1972, t h e S i s s o n s a g a i n s o u g h t defendant's s e r v i c e s i n s e l l i n g t h e ranch. Defendant s o u g h t another broker's c o n t r a c t b u t w a s unsuccessful. He did, however, b e g i n l o o k i n g f o r a p u r c h a s e r and d e t e r m i n e d t h a t a n a r e a r a n c h e r , B i l l S k e l t o n , was i n t e r e s t e d i n p u r c h a s i n g t h e r e a l p r o p e r t y o n l y f o r $700,000. Without i n f o r m i n g t h e S i s s o n s of S k e l t o n ' s i n t e r e s t i n t h e l a n d , t h e d e f e n d a n t attempted t o persuade t h e Sissons t o s e p a r a t e t h e l i v e s t o c k and machinery from t h e r e a l e s t a t e f o r s e p a r a t e s a l e . The S i s s o n s d e c l i n e d b e c a u s e t h e y wanted a s i n g l e sale. On o r a b o u t December 1 4 , Floyd H i c k s , a c a t t l e b u y e r , expressed an i n t e r e s t t o t h e defendant i n purchasing t h e cattle and machinery. Bill Skelton was apparently still interested in buying just the land at this time for $700,000. Defendant then approached the Sissons and apparently left them with the impression that Hicks wanted to buy the entire ranching operation for $900,000. The reason defendant did not tell the Sissons that Hicks was only interested in the cattle and machinery and that Skelton was to put up the money for the land was given in the following testimony of defendant broker: "Q. Did they know who the buyer was? A. No. "Q. Was there a reason why you did not tell them who the buyer was? A. Yes. "Q. What was the reason? A. Well, Jack Sisson had fights with all his neighbors. When I had the place sold to Sanmeyer, he refused to go because he didn't like Sanmeyer. I knew the same thing would happen if I told him who the buyer was, so I didn't tell him the buyer. The buyer was a very good buyer, substantial money, good backing, but for personal reasons, Jack wouldn't have sold, probably--that is my sur- mise." On December 18, the Sissons told defendant that they would sell to Hicks for $900,000. Defendant and Hicks went to the Sisson ranch, and a purchase agreement was drawn up but not signed. Defendant and Hicks then went to Skelton's ranch and discovered that Bill Skelton was beginning to change his mind about buying the entire Sisson ranch. The Sissons, in the meantime, discussed the proposed sale with their accountant, who suggested that the sale price be allocated $675,000 for the land and $225,000 for the per- sonal property. The Sissons contacted the defendant and a new purchase agreement was prepared on December 20 pursuant to the accountant's advice. Hicks was not present at this meeting, but he had given defendant $20,000 earnest money for a deposit on the property. The Sissons signed the agreement at this time. On December 21 defendant again visited the Sissons. By this time defendant knew that Bill Skelton was no longer interested in purchasing all of the Sisson land. During the visit, the defendant informed the Sissons that Hicks could not handle the deal alone and that defendant would have to go in with Hicks. Defendant also informed the Sissons, during this visit, that he wanted five separate deeds so that the ranch could be resold in parcels. On December 29, the Sissons, Hicks, and defendant met; the buy and sell contract was signed; and the earnest money was paid. The District Court found that throughout the time defendant was attempting to sell the ranch, he was in con- tact with several neighbors and that some of these neighbors were interested in buying parcels of the ranch. The Dis- trict Court also found that defendant had not made any deals to resell the parcels until after the closing date on Decem- ber 29, 1972. Within eleven days from the date when the defendant and Hicks bought the ranch, the land was resold in parcels for $800,000. The cattle, hay and equipment were eventually resold for $279,657.39. This resulted in a $179,657.39 profit for defendant and Hicks. In addition, defendant earned a commission on the sale of $45,000. The amended complaint alleges that defendant breached his fiduciary duty by failing to disclose to the Sissons the fact that he had been conducting negotiations to resell the parcels and that defendant had violated certain statutes governing the conduct of real estate brokers. ~efendant's answer, among other things, included a counterclaim for malicious prosecution. During the pendency of the actions, Jack Sisson died and the First Trust Company of Montana, the personal representative of his estate, was substituted as plaintiff in the action. Both parties moved for summary judgment. The District Court issued findings of fact, conclusions of law, and judgment denying plaintiff a summary judgment and granting defendant a summary judgment. Additionally, the District Court granted plaintiff's motion for dismissal of defen- dant's counterclaim. Plaintiff appeals from the summary judgment against it, and defendant cross-appeals from dis- missal of his counterclaim. The plaintiff has listed several issues which may be summarized as follows: 1. Did the District Court err in granting summary judgment in favor of the defendant? 2. Did the District Court err in dismissing the mali- cious prosecution counterclaim for failing to state a cause of action? Rule 56(c), M.R.Civ.P., provides that summary judgment shall be rendered if there is no genuine issue as to any material fact and the moving party is entitled to judgment as a matter of law. In the present case the District Court granted defendant's motion for summary judgment because the court concluded there was no issue of material fact as to the breach of any duty by the defendant. In this connec- tion, the District Court also concluded that defendant had acted in good faith in his dealings with the Sissons. Obviously, the District Court felt that the duty a broker owes to his principal is a duty of good faith and that defendant did not breach his duty. In the recent case of Lyle v. Moore (1979), - Mont . , 599 P.2d 336, 36 St.Rep. 1307, this Court had occasion to consider the duty of disclosure which a broker owed to his principal. That case involved a clause in a broker's agreement which said, among other things, that the broker was entitled to a commission if the defendants withdrew the broker's authority to sell before a certain date. The defendants withdrew the authority before that date and the plaintiff sued for his commission. The defendants claimed they did not understand the terms of the contract. The District Court held that this did not excuse the defendants and gave judgment for plaintiff.. This Court reversed, finding that the plaintiff had failed in his duty to explain the provision granting the broker his commission if the defendants withdrew his authority prior to a specified date. This Court said, " [i]n Carnell v. Watson (1978), [176 Mont. 3441 578 P.2d 308, 312, 35 St-Rep. 550, 555, we recognized a fiduciary relationship between a real estate broker and his client. This fiduciary relationship between a broker and his client has been found to encompass a 'duty of full disclosure' by a number of courts." 599 P.2d at 337. We went on to say: ". . . there are times when the law imposes a duty upon a party to speak rather than remain silent and thereby to disclose information to place the person with whom he is dealing on an equal footing with him. The failure to speak in such a case amounts to the suppression of a fact which should have been disclosed and constitutes fraud." 599 P.2d at 339. (Citations omitted.) A broker has a duty to act in good faith toward his client. Embodied within this duty is a requirement to make full disclosure. This duty to disclose all pertinent facts becomes particularly important where the broker is himself buying the property. See Crowley v. Rorvig (1921), 61 Mont. T h i s p r i n c i p l e i s s e t f o r t h i n Comment A t o Restatement of Law, Agency 2d, S e c t i o n 390, i n t h e f o l l o w i n g language: ". . . Before d e a l i n g w i t h t h e p r i n c i p a l on his own account, however, an a g e n t h a s a d u t y , n o t o n l y t o make no m i s s t a t e m e n t s of f a c t , b u t a l s o t o disclose t o the principal a l l relevant facts f u l l y and completely . . ." 1 2 Arn.Jur.2d Brokers S91 a t 8 4 4 s t a t e s : "The g e n e r a l r u l e i s t h a t a broker c a n n e i t h e r purchase from, nor s e l l t o , h i s p r i n c i p a l u n l e s s t h e l a t t e r expressly assents t h e r e t o o r , with f u l l knowledge of a l l t h e f a c t s and c i r c u m s t a n c e s , a c q u i e s c e s i n such t r a n s a c t i o n . Moreover, even though t h e p r i n c i p a l g i v e s h i s a s s e n t t o a pur- c h a s e o r s a l e by t h e b r o k e r , t h e l a t t e r ' s a c t i o n s throughout must be c h a r a c t e r i z e d by t h e utmost good f a i t h , I n t h e e v e n t of any l i t i g a t i o n be- tween him and h i s employer, t h e burden i s upon him t o prove b o t h t h e permission and t h e exem- p l a r y manner i n which he a v a i l e d himself of it. The r e a s o n i s t h a t i t i s i n c o n s i s t e n t f o r one t o a c t a s a p r i n c i p a l i n h i s own behalf w h i l e i s d u t y bound t o a c t as t h e a g e n t of a n o t h e r , f o r i n t h e l a t t e r c a p a c i t y he i s bound t o e x e r c i s e h i s b e s t s k i l l and l a b o r and a h i g h d e g r e e of f i d e l i t y and good f a i t h t o s e c u r e f o r h i s p r i n - c i p a l t h e b e s t b a r g a i n p o s s i b l e , even though h i s own c o n f l i c t i n g i n t e r e s t s a t t h e same time impel him t o do j u s t t h e o p p o s i t e and t h e r e b y g a i n t h e most advantageous terms f o r h i m s e l f . " I n t h e p r e s e n t c a s e , d e f e n d a n t o r a l l y agreed t o buy t h e l a n d on December 2 1 , 1972. On December 29 t h e p a p e r s were s i g n e d and a check was g i v e n t o t h e S i s s o n s . Defendant t e s t i f i e d t h a t on December 2 2 he o f f e r e d t h e e n t i r e ranch t o Henry Wortheimer f o r $950,000. Wortheimer l a t e r d e c l i n e d the offer. Defendant d i d n o t inform t h e S i s s o n s t h a t t h i s o f f e r was o u t s t a n d i n g , He t e s t i f i e d : "Q. W y d i d you n o t t e l l them? A. Well, we h made a d e a l t o buy on t h e 20th, a s f a r a s I was concerned, and i t was s o l d on t h e 20th. I t w a s now m o b l i g a t i o n t o t r y t o p i c k up y t h e p i e c e s . I was i n a p o s i t i o n I had t o d e a l f o r myself." Defendant a l s o t e s t i f i e d t h a t he had c o n t a c t e d Ray H i l l on December 23 and H i l l had i n d i c a t e d a n i n t e r e s t i n pur- c h a s i n g a p a r c e l of t h e ranch; t h a t he had c o n t a c t e d B i l l S k e l t o n on December 2 0 t h and S k e l t o n i n d i c a t e d a n i n t e r e s t i n p u r c h a s i n g a p o r t i o n of t h e r a n c h ; t h a t h e c o n t a c t e d E l o i s e Reed on a b o u t December 27 and s h e w a s n o t i n t e r e s t e d . On December 27, B i l l S k e l t o n gave d e f e n d a n t a p u r c h a s e agreement f o r a p o r t i o n of t h e r a n c h . Defendant d i d n o t inform t h e S i s s o n s of t h e s e f a c t s . I n a d d i t i o n , d e f e n d a n t t o l d t h e S i s s o n s t h a t Hicks was g o i n g t o buy t h e r a n c h f o r $900,000 when i n t r u t h Hicks merely wanted t o buy t h e c a t t l e , hay, and machinery f o r $200,000 and t h e l a n d was t o be s o l d f o r $700,000 t o B i l l Skelton. Defendant d i d n o t t e l l J a c k S i s s o n t h a t S k e l t o n w a s a p o t e n t i a l buyer b e c a u s e he was a f r a i d t h a t J a c k S i s s o n would n o t a g r e e t o t h e s a l e i f he knew t h a t S k e l t o n w a s involved. Defendant a r g u e s t h a t he had no d u t y t o d i s c l o s e a f t e r December 21 b e c a u s e t h a t was t h e day when t h e agency r e l a - t i o n s h i p came t o a n end. H e a r g u e s t h a t t h e agency rela- t i o n s h i p e n d s when a b r o k e r e a r n s t h e commission and t h e commission i s e a r n e d when t h e b r o k e r p r o d u c e s a r e a d y , w i l l i n g and a b l e buyer f o r t h e p r o p e r t y . Therefore, accord- i n g t o d e f e n d a n t , he no l o n g e r had a d u t y t o d i s c l o s e a f t e r he produced h i m s e l f and Hicks a s r e a d y , w i l l i n g and a b l e b u y e r s on December 2 1 . Defendant i s c o r r e c t i n one r e s p e c t . Montana c a s e s have r e p e a t e d l y s t a t e d t h a t a b r o k e r i s e n t i t l e d t o h i s commission when h e p r o d u c e s a r e a d y , w i l l i n g , and a b l e buyer. I n Diehl & A s s o c i a t e s , I n c . v . Houtchens ( 1 9 7 7 ) . 173 Mont. 372, 567 P.2d 930, t h i s C o u r t s a i d : " I t i s a g e n e r a l l y a c c e p t e d law t h a t a r e a l e s t a t e b r o k e r i s e n t i t l e d t o commissions when h e h a s , i n p u r s u a n c e of h i s employment and w i t h i n t h e t i m e s p e c i f i e d i n t h e c o n t r a c t of employment, p r o c u r e d a p u r c h a s e r a b l e , r e a d y and willing to purchase the seller's property on the terms and conditions specified in the contract of employment. Roscow v. Bara, 114 Mont. 246, 135 P.2d 364; 12 Am.Jur.2d 921, Brokers S182. When the broker procures a buyer who makes a counteroffer or agrees to terms at variance to the terms specified in the employ- ment contract, the seller has the option of accepting or rejecting the counteroffer. If the seller accepts the counteroffer of the procured buyer, the seller is legally obli- gated to pay commissions to the broker, either under the terms of the contract of employment or the mutually agreed terms of a contract for sale. "The broker's ability to recover commissions is premised on the broker's ability to accom- plish what he undertook to do in his contract of employment .. . "We note the distinction between a brokerage contract which requires a broker to merely find a purchaser and a brokerage contract which requires a broker to sell, make or ef- fect a sale. In the first case the broker earns his commission when he procures a buyer able, ready and willing to purchase on the seller's terms. A broker employed to sell or effect a sale does not earn his commission until he completes the sale. Completion of the sale, where real property is involved, amounts to payment of the purchase price and conveyance of title. O'Neill v. Wall, 103 Mont. 388, 62 P.2d 672." 567 P.2d at 933-35. See also Hollinger v. McMichael (1978), - Mont. , 580 P.2d 927, 35 St.Rep. 856, and Apple v. Henry (1923), 66 Mont. 244, 213 P. 444. It must be noted, however, that in each of the above- cited cases, the issue was whether the broker was entitled to a commission, not whether the broker had a duty to dis- close relevant facts to the principal, and in none of the cases was the broker the prospective buyer. A close reading of these cases reveals that the rule of law set forth therein is to protect a broker who has produced an eligible buyer. These cases do not stand for the proposition that a broker is released from a duty to disclose as soon as he proposes to buy the land for himself. H e r e d e f e n d a n t w a s n o t l e g a l l y bound t o buy t h e p r o p e r t y on December 21, 1972, t h e d a t e t h a t d e f e n d a n t and Hicks o r a l l y o f f e r e d t o buy t h e p r o p e r t y f o r $900,000 and t h e iss sons o r a l l y a c c e p t e d t h e o f f e r . Defendant was n o t l e g a l l y bound t o buy t h e l a n d u n t i l December 29 when t h e w r i t t e n c o n t r a c t s were s i g n e d . H e c o u l d have backed o u t a t any time. I t was d u r i n g t h i s t i m e t h a t t h e d e f e n d a n t made s e v e r a l c o n t a c t s c o n c e r n i n g t h e p r o p e r t y and d i d n o t t e l l t h e Sissons about t h e contacts. R e s e a r c h h a s n o t r e v e a l e d a Montana c a s e which i s d i r e c t l y on p o i n t . W e n o t e , however, t h e c a s e of I r b y v. Lee (0kla.App. 1 9 7 3 ) , 512 P.2d 253, which p r e s e n t e d a s i m i l a r fact situation. I n I r b y t h e d e f e n d a n t w a s a b r o k e r who had been t r y i n g t o s e l l t h e p l a i n t i f f ' s l a n d . On A p r i l 1 4 , 1969, t h e b r o k e r t o l d t h e p l a i n t i f f t h a t h e , t h e b r o k e r , would buy a p o r t i o n of t h e l a n d . On A p r i l 30, 1969, t h e broker entered i n t o a c o n t r a c t with a t h i r d p a r t y t o sell t h e p o r t i o n of l a n d t h a t t h e b r o k e r had bought. T h i s was n o t disclosed t o t h e p l a i n t i f f seller. I n May t h e p l a i n t i f f r e c e i v e d money f o r t h e l a n d and conveyed t h e l a n d t o t h e broker. The c o u r t was p r e s e n t e d w i t h t h e i s s u e of whether a f i d u c i a r y r e l a t i o n s h i p s t i l l e x i s t e d on A p r i l 30, t h e day t h e broker contracted t o sell t o a t h i r d p a r t y . The c o u r t held t h a t the fiduciary relationship d i d not expire u n t i l May, when t h e b r o k e r p a i d t h e p l a i n t i f f f o r t h e p r o p e r t y . The r e a s o n i n g used by t h e c o u r t was t h a t t h e b r o k e r was n o t l e g a l l y bound t o buy t h e p r o p e r t y u n t i l May and he was, t h e r e f o r e , s t i l l under a d u t y t o d i s c l o s e on ~ p r i l 30. W e f o l l o w t h e same r a t i o n a l e and h o l d t h a t d e f e n d a n t had a d u t y o f f u l l d i s c l o s u r e u n t i l he was l e g a l l y bound t o buy t h e p r o p e r t y on December 29, 1972. his h o l d i n g corn- p o r t s w i t h t h e h i g h s t a n d a r d s a p p l i c a b l e t o b r o k e r s buying p r o p e r t y from a p r i n c i p a l . However, t h i s d o e s n o t a u t o - m a t i c a l l y e n t i t l e p l a i n t i f f t o summary judgment. The c a s e p r e s e n t s g e n u i n e i s s u e s of m a t e r i a l f a c t a s d i f f e r e n t i n f e r - e n c e s c a n be drawn from t h e f a c t s a s t o whether t h e d e f e n - d a n t breached h i s d u t y . Consequently, t h e summary judgment i n d e f e n d a n t ' s f a v o r i s v a c a t e d and t h e c a s e i s remanded t o t h e D i s t r i c t Court f o r t r i a l . P l a i n t i f f has a l l e g e d t h a t t h e D i s t r i c t Court e r r e d i n n o t f i n d i n g t h a t d e f e n d a n t v i o l a t e d c e r t a i n s e c t i o n s of Montana's Real E s t a t e L i c e n s e Act. A t the t i m e t h i s action a r o s e , t h e p e r t i n e n t s t a t u t e was found a t s e c t i o n 66-1937, R.C.M. 1947, and h a s s i n c e been amended. Those amendments, however, d o n o t change o u r d i s p o s i t i o n of t h e c a s e . In p a r t i c u l a r p l a i n t i f f c i t e s s e c t i o n 37-51-321, MCA, which provides i n p e r t i n e n t p a r t : "Revocation o r s u s p e n s i o n - l i c e n s e - - i n i t i a t i o n of - p r o c e e d i n ~ - - g r o u n d s . The board may on i t s of own motion and s h a l l on t h e sworn c o m p l a i n t i n w r i t i n g of a p e r s o n i n v e s t i g a t e t h e a c t i o n s of a r e a l e s t a t e b r o k e r o r a r e a l e s t a t e salesman, s u b j e c t t o 37-1-101 and 37-1-102, and may r e - voke o r suspend a l i c e n s e i s s u e d under t h i s c h a p t e r when t h e b r o k e r o r salesman h a s been found g u i l t y by a m a j o r i t y of t h e board of any of t h e f o l l o w i n g p r a c t i c e s : " ( 3 ) p u r s u i n g a c o n t i n u e d and f l a g r a n t c o u r s e of m i s r e p r e s e n t a t i o n o r making f a l s e p r o m i s e s t h r o u g h a g e n t s o r salesmen o r any medium of advertising o r otherwise; " ( 9 ) offering r e a l property f o r s a l e o r lease w i t h o u t t h e knowledge and c o n s e n t of t h e owner o r h i s a u t h o r i z e d a g e n t o r on t e r m s o t h e r t h a n t h o s e a u t h o r i z e d by t h e owner o r h i s a u t h o r i z e d agent; " ( 1 9 ) d e m o n s t r a t i n g h i s u n w o r t h i n e s s o r incom- p e t e n c y t o a c t a s a b r o k e r o r salesman .. .I' The District Court made no findings concerning these statutory provisions. Because there is conflicting evidence which presents a genuine issue of material fact, this issue can be determined at the trial. Defendant has appealed from dismissal of his counter- claim. The counterclaim is based on an allegation of mali- cious prosecution. The trial court dismissed this counter- claim for failing to state a cause of action. In actions for malicious prosecution the party bringing the action must prove that there has been a termination of proceedings. This rule has been stated as follows: ". . . On the other hand, an action for mali- cious prosecution may not be asserted by way of cross-complaint or counterclaim in the original proceeding, prior to its termination, since - it is essential -- original proceeding - that the shall --previously terminated - favor have been in of - party bringing the malicious prosecu- - the tion action. Hence a counterclaim purportinq - - - to set forth the cause of action in-maiicious prosecution is properly dismissed as premature . . ." (Emphasis added.) 52 Arn.Jur.2d Mali- cious Prosecution S14 at 195. In Bollinger v. Jarrett (1965), 146 Mont. 355, 406 P.2d 834, this Court said: "It is also contended that it was error for the court to render summary judgment against appel- lant-buyer's counterclaim. The basis of the counterclaim was that the sellers' action wrongfully injured the credit standing of the buyers. The only possible grounds for such a claim are libel and malicious prosecution, neither of which can be sustained here. There is no libel because any publication in a judi- cial proceeding is privileged under R.C.M., 1947, 64-208. And malicious prosecution founded is not the proper subject of on-a civil action - - - - a counterclaim since it requires proof - -of t & e mination - - f ~ r r n e ~ ~ r o c e e d i n ~ ~ a v o r of the of the defendant therein. Baker v. ~i=an, 1 3 8 Cal.App.2d 510, 292 P.2d 595; 54 C.J.S. Malici- ous Prosecution §54, P. 1021." (Emphasis added.) 406 P.2d at 837. For this reason the dismissal of defendant's counter- claim was proper. Affirmed in part and reversed in part. The summary judgment in defendant's favor is vacated and the cause remanded to the District Court for trial. Chief Justice We concu 3' Justices Mr. Justice John C. Sheehy: I dissent. Justice