Rogers-Hill & Co. v. San Antonio Hotel Co. , 23 S.W.2d 329 ( 1930 )

SPEER, J.

Rogers-Hill & Co. a copartnership, brought this suit against San Antonio Hotel Company, a corporation, to recover the sum of $70,000 as brokers’ commission for procuring a purchaser for the Gunter Hotel property in the person of T. B. Baker. The plaintiffs alleged an express contract with the corporation through its president, L. J. I-Iart, to pay a commission of 5 per cent, in the event of their procuring a purchaser for the property, and in the alternative that the corporation and its stockholders, after having full notice that they, the brokers, had procured Baker as a prospective purchaser of the property, and after full notice that they would ‘ expect a brokers’ commission in the event the property was sold to Baker, consummated the sale of the property to Baker, and sought to recover the commissions upon an implied promise to pay them.

The trial court, at the conclusion of the evidence, instructed a verdict for the defendant, upon which judgment was entered. The Court of Civil Appeals affirmed that decision, Chief Justice Fly very correctly saying: “The only vital question in the case is, Were any facts presented by appellants which required a submission of the evidence to the jury?” 7 S.W.(2d) 601, 602.

Plaintiffs in error have presented a large number of assignments, but they are all encompassed within the one question whether or not the facts in evidence presented any issue for submission to the jury-

We have carefully considered the testimony, and are of the opinion the trial court erred in refusing to submit the case, and the Court of Civil Appeals erred in approving that refusal. Much stress was laid in the oral argument upon the point that the president of the corporation, as such, has no authority to convey all its property, and, indeed, that the directors have no power to confer such authority upon him, or any other person, as against the stockholders, whose primary right is to have the business of the corporation carried on, and not terminated. This is true, in a sense, but not absolutely. A corporation is the creature of the statute, and as a legal entity has full power to own property within the purposes of its creation, and such ownership is in the corporation as such and not in the stockholders. The stockholders, as contradistinguished from the corporation, may, and do, have rights in its property ; but they are of equitable cognizance, and, barring such equitable considerations, the corporation has, as an incident to the ownership of property, the same powers as a natural person to dispose of or alienate the same. 14a Cor. Jur. p. 521, § 2416, and page 523, § 2418. Indeed, while the corporation is a going concern, there is no other way to convey its property.

It is no doubt true that the general powers of the officers of a corporation would not ordinarily include the right to dispose of all its property, but it does not follow from this that such right could not be conferred upon them by the interested persons. These things being true, it also follows that a sale of the corporate properties by its directors, even without any semblance of authority, the title being in the corporation, could be ratified by those who otherwise might have just cause to complain.

The evidence in this case is voluminous, and no useful purpose could be subserved by quoting it to any extent. . There is evidence from which the jury would be authorized to find that the plaintiffs procured the purchaser, T. B. Baker, and that the defendant corporation consummated a sale of its property to him under such circumstances, as to imply an agreement to pay the reasonable brokers’ commissions therefor.

In the nature of their rights, even the stockholders themselves having, through the officers of the corporation, accepted the services of plaintiffs in error under circumstances implying a promise to pay therefor would be bound. But no question of the possible right of any individual 'stockholder is before us, for none has complained; but, so far as the record shows, all stockholders are perfectly satisfied with the sale of the hotel property, and we must view 'the transaction as though the corporation alone was involved.

The principle is weli established that, where one receives a benefit by accepting the services of another, even though performed in pursuance of an invalid or illegal contract, nevertheless such person is bound upon the plainest principles of equity for the reasonable value of such services. The principle has been often stated and applied, but no more clearly than in Sluder v. City of San Antonio (Tex. Com. App.) 2 S.W.(2d) 841. Of course, in determining the question before us, we have laid aside the very positive and abundant testimony of defendants, and considered only the testimony of plaintiffs and those circumstances which in their most favorable light would benefit the plaintiffs.

We recommend that the judgments of the. trial court and of the Court of Civil Appeals be reversed, and judgment be here rendered, remanding the cause to the trial court for another trial, not inconsistent with this opinion.

CURETON, C. J. Judgments of tie District Court and Court of Civil Appeals both reversed, and cause remanded, as recommended by tbe Commission of Appeals.

We approve the holdings of the Commission of Appeals on the questions discussed in its opinion.