L. C. PARKER REALTORS, INC., a Delaware corporation, Plaintiff,
DUTCH VILLAGE, INC., a Delaware corporation, Defendant.
Trial by Court without a jury.
H. Albert Young, Bruce M. Stargatt, and Richard H. May, of Morford, Young & Conaway, Wilmington, for plaintiff.
Clement C. Wood, of Allmond & Wood, and L. Coleman Dorsey, Wilmington, for defendant.
L. C. Parker Realtors, Inc., (Parker), a Delaware corporation, is a real estate broker. Dutch Village, Inc., (Dutch Village), a Delaware corporation, is the owner of a tract of land at Hare's Corner on which is located a motel which it operates as the Dutch Village, a Socony service station and a Howard Johnson restaurant.
Parker alleges that in early summer of 1960 it was authorized by Dutch Village to offer its real estate for sale at $450,000 cash, net, to Dutch Village; that with the cooperation of Dutch Village it actively sought a purchaser at the terms laid down by Dutch Village; that it found a purchaser [54 Del. 338] who made an offer of $500,000 for the premises and was ready, able and willing to buy at that price; that Dutch Village then refused to sell and that Dutch Village owes Parker a commission of six percent or $30,000 for its efforts.
Dutch Village denies that its property was ever for sale and denies that it had any agreement with Parker. Dutch Village denies that Parker produced a bona fide cash offer from a ready, able and willing buyer. Dutch Village also challenges the authority of its own employee to have bound it in any such transaction and the authority of Parker's employee to act.
There are about 40 stockholders of Dutch Village. It has been a successful corporation and its property has increased in value. As the corporation's business venture prospered a number of people showed interest in the purchase of its real estate. Although the Directors did not appear to be eager to sell, they were interested in obtaining offers and they were seriously considering a sale.
On May 3, 1955, the Directors resolved that the proper officers are 'authorized and directed to engage the American Appraisal Company to appraise the corporation for sale purposes and * * * to negotiate with prospective purchasers for the sale of the stock and/or the assets of the corporation'.
This was the only authorization approved by the Board of Directors in regard to the sale of the property. It was an authority
and direction to negotiate. No sale was authorized under such resolution.
An appraisal was obtained which was not deemed to be satisfactory by Mr. Pierre S. duPont, President and largest stockholder of Dutch Village. Interest in a sale seemed to lag but it did not cease to exist.
In December of 1955, Mr. duPont informed one of the other stockholders that he felt the property is worth $400,000 and 'I would not entertain any offer much below that'.
[54 Del. 339] The record reveals no particular activity for the next four years.
The property was never formally listed, but at least two persons in the real estate business got the impression that the Dutch Village was for sale.
On April 14, 1960, Dutch Village turned down an offer for $375,000. At that time Mr. Keith M. Lord, Treasurer of Dutch Village, stated that the 'Directors and Stockholders had advised him that their asking price remains at ...