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Present: Mr. Justice Wood Benton and Mr. Justice Grenier.PEBEBA.v. SOTSA.
D. C., Colombo, 27,913.
ction by broker for commission — Negotiation for sale of land — Negoti-ations falling through owing to circumstances over which broker hadno control.
A broker who introduces to his principal a person who is ableand willing to enter into the contract is entitled' to his commission,even it the negotiations should fall through owing to circumstancesover which the broker has no control.
PPEAL from a judgment of the District Judge of Colombo.
In this case the plaintiff sued the defendant (Mr. J. W. C.
de Soysa) for the recovery of a commission of Bs. 1,000 alleged tohave been earned by him in connection with the proposed sale of aproperty called the “ German Club ” by the defendant Mr. Caffoor.Mr. Caffoor offered .through the plaintiff to pay Bs. 50,000 for it, andMr. J. W. C. de Soysa in a letter to the plaintiff accepted that offer,and said that he would pay plaintiff 2 per cent, commission. Subse-quently Mr. Caffoor raised difficulties as to completing the purchasewhen he discovered that the extent of the property was only 2 acres2 roods and 19 perches, whereas he had been told by the plaintiff,on tiie authority of Mr. A. J. B. de Soysa (who was acting as Mr.J. W. C. de Soysa’s agent), that the property was 3 acres in extent.On September 25 Mr. Caffoor’s proctor wrote to Mr. J. W. C. de Soysastating that his client’s offer had been based on the statement that thsland was 3 acres in extent, and inquiring whether he would acceptBs. 5,000 less. On October 10 Mr. J. W. C. de Soysa's proctor wrote toMr. Caffoor’s proctor stating that Mr. de Soysa did not agree to the re-duction of the price. On the same day Mr. Caffoor became acquaintedwith the fact that Mr. de Soysa had sold the property to others.
The District Judge gave, judgment for the plaintiff.
The defendant appealed.
H. J. C. Pereira, for the appellant.
Van Langenberg, for the respondent.
March 15, 1910. Wood Benton J.—
His Lordship discussed the facts, and then continued:—
It haB been argued by Mr. H. J. C. Pereira, on the strength ofthe decision of Chief Justice Bonser in the case of Simpson & Co.v. Soysa,1 that a broker is not legally entitled to his commission
* (1900) 4 N. L. B. 90.
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until a complete binding contract has been made through his agencybetween the purchaser and his principal, and that there was no suchcontract here, inasmuch as under our local law a contract for thesale of land requires to be embodied inva notarial conveyance. I donot think that any exception can be taken to the first part of thisargument. But the important question that has to be decided i&,what the law means when it lays down that there must be, undersuch circumstances,, a complete and binding contract for the purposeof making a principal liable. In my opinion the effect of theauthorities is to show that whenever the agent who is employed tonegotiate such a bargain has introduced to his principal a personwho is able and willing to enter into the contract, so that nothingfurther remains for the agent to do, he is entitled to his commission,although the negotiations afterwards fell through in consequence ofcircumstances over which the agent had no control.
It has been held in a variety of English cases that where it isagreed that an agent shall be paid a certain commission in the eventof his finding a purchaser for the property, it is sufficient, as ageneral rule, if he procures a complete and binding contract whichis accepted by the principal, although the transaction is nevercompleted. In support of that statement of the law I would referto the oases of Green v. Lucas,1 Horford v. Wilson,a and Grogan v.Smith.3 I do not understand Chief Justice Bonser, in the case towhich Mr. Pereira referred, to have laid down any different rule. Itwould appear, both from the terms of the argument and from thejudgment of His Lordship the Chief Justice himself, that there wasconsiderable doubt on the evidence as to whether the proposed lenderhad made any offer, the acceptance; of which could bind the lenderwithin the meaning of the ordinary law of contract. It is stated,,for instance, in the argument that Mr. Loos had said that he wouldlend the amount only if he was satisfied with the title deeds. Itmay fairly be argued that an undertaking of that kind was not asunconditional offer at all, inasmuch as it left the proposed lender tobe the judge of the sufficiency of the title which the purchaser was ina position to set up, and Chief Justice Bonser in his judgment saysthat the difficulty in the case seemed to him to be that there wasneither a binding contract entered into with the lender, in whichcase the condition of the title would be immaterial, nor any evidencethat the title was in fact defective, and accordingly he sent the caseback for the purpose of having those issues determined. I thinkthat the language of the learned Chief Justice in that case ought tobe interpreted in the light of the particular facts with which he hadto deal, and I do not think that his decision comes into conflict inany way with the series of English judgments that I have alreadyreferred to. Here, on the uncontradicted facts as proved at the
1 (187$) 33 Law Times 684.* (1807) 1 Taunton 12.
3 (1890) 2 Riding Oases 533.
trial and found by the learned District Judge, the respondent's May,15,1910connection with the case came to an end after he had brought the woodappellant into contact with a purchaser, who was ready and willing Resnox J.to pay the price which the appellant had expressed on his part perera v.his readiness to receive, and the respondent was in no way liableSoysa
for the misstatements as to the extent of the property, on thestrength of which Mr. Caffoor raised difficulties in regard to thecompletion of his bargain. [His Lordship then went on to discussthe facts.]
Obbnieb A.J.—I agree.
PERERA v. SOYSA