Where defendants, who were two of the officers of a corporation, employed plaintiff to sell the corporate assets for a certain price, and he procured a purchaser, ready, willing and able to purchase at that price, it was no defense to an action brought to recover commissions that plaintiff knew that defendants did not own a majority of the stock of the corporation, and that plaintiff did not procure a ratification of the transaction by the stockholders. Norman v. Hopper, 38 Wash. 415, 80 P. 551; Lawson v. Black Diamond Coal Mining Co. (Wash. Sup. '09), 102 P. 759.

In an action by a real estate broker for commissions, evidence held insufficient to show that the share holders of the association which owned the real estate ever authorized the officers thereof to list the real estate with plaintiff for sale, or ratified the same. Spottswood v. Morris, 12 Idaho, 360, 85 P. 1094, 6 L. R. A. (N. S.) 665.

The treasurer of a charitable corporation, without authority, took railroad bonds registered in the name of the corporation to a broker for sale, the broker refused to handle the bonds unless they were made transferable to bearer by the legal transfer agent of the railroad company; the transfer agent required from the corporation a copy of a resolution of its directors authorizing the transfer and a power of attorney to make it; the treasurer drew up a resolution of authority and forged thereto the signatures of the officers and the seal of the corporation, and also forged a power of attorney; the transfer agent thereupon, in good faith, made the transfer and the broker sold the bonds. Held, that the broker and the railroad company were liable to the corporation for the value of the bonds, though both acted in good faith, and the corporation may recover from either. Jennie Clark-son Home for Children v. R. R. Co., 87 N. Y. S. 348, 1137, 1138, 92 App. Div. 491, 618, 617, 74 N. E. 571, 1118, 182 N. Y. 47, 507, 70 L. R. A. 787.

Under the laws of Pennsylvania a corporation, in order to lawfully engage in the business of buying and selling real estate for others, must pay a license tax or fee to the commonwealth. Commonwealth v. Sam. W. Black, 34 Pa. Super. Ct. 431. A broker sustaining a relation of trust to a purchasing corporation could not recover a commission for effecting a sale of real estate to it, without proof that the purchaser had knowledge of and consented to his contract for commissions. Steel v. Lawyer, 47 Wash. 266, 91 P. 958; Nekarda v. Presberger, 107 N. Y. S. 897, 123 App. Div. 418.

A person dealing with an officer of a corporation in a matter concerning which the corporation has power to act is not bound to know the limits of the officer's authority to act for the corporation. Groeltz v. Armstrong, 125 Iowa, 39, 99 N. W. 128. A written contract may be entered into by a corporation, without formal vote or written entry thereof, by its directors, where they are all present and assent thereto. Indiana Bermudez Asp. Co. v. Robinson, 29 Ind. App. 59, 63 N. E. 797.

A corporation organized for the purpose of buying land and selling it out in lots, is not bound by a contract between the president and the secretary by which the latter was to have a certain commission on "each lot sold for the company," defendant is liable only for a reasonable commission on the amount actually received from such sales, the officers making the contract both being directors. Louisville Bdg. Assn. v. Hegan, 20 Ky. L. R. 1629, 49 S. W. 796. Where, by a contract in regard to the sale of property, a broker arranged with all the parties that his compensation should be paid in certain stock of a company to be formed by him and others to buy the land, he can not hold the vendors responsible for such compensation. Bowles v. Allen, 21 S. E. (Va.) 665. Where defendant in his negotiations with a broker did not purport to bind himself individually, but purported to bind a corporation of which he was the president, no recovery can be had against him for commissions. Groeltz v. Armstrong, 125 Iowa, 39, 99 N. W. 128.

The fact that a broker employed to effect a sale is a director in the corporation which he procures to buy the property does not prevent him from recovering commissions, where the person who practically owns the capital stock of the corporation consents to the transaction, the question of fair dealing being submitted to the jury. Goldshen v. Barrow, 85 N. Y. S. 395, 42 Misc. 198. Compare Investment Co. v. Ater, 49 Wash. 446, 95 P. 1017. In an action brought by a broker against a corporation to recover commissions, he must establish his employment by one authorized to bind the corporation, or prove a subsequent knowledge of, adoption and ratification of his employment by the corporation. Twelfth St. Market Co. v. Jackson, 102 Pa. St. 269; Cohn v. James McCreary Realty Co., 92 N. Y. S. 143, 102 App. Div. 611.

The obligation of a party contracting to pay a real estate broker a specified sum when he sells certain property for a specified sum, or any other price he may accept, matures only when he disposes of the property for a money consideration, or on an actual alienation thereof for cash or its equivalent, and a mere conveyance of the property to a corporation organized to take and hold the same, the respective interests of the owners being thereafter represented by stock in the corporation, is not a "sale" which is a transfer for a valuable consideration. Good v. Erker, 153 S. W. 556, 170 Mo. App. 681.

Where a broker was employed to sell real estate to a third person for whom the obtained an option to purchase, and the owner, after the expiration of the option and of a subsequent option, sold the property to a corporation organized by the third person, who practically owned all of the stock, the jury could find that the sale was equivalent to a sale to the third person, so that the broker could recover. Cole v. Crump, 156 S. W. 769, 174 Mo. App. 215.

Where defendant, who employed a broker to procure a tenant for corporate property, owned all the stock of the corporation, and stated to the broker that he individually owned the property, and that the execution of the lease in the corporate name was for the purpose of affording protection against personal liability, defendant was personally liable to the broker for his commission. Rutz v. Obear, 115 P. 67, 15 Cal. App. 435.

Plaintiff having employed and paid a real estate agent to secure a tenant, is chargeable with the knowledge possessed by the agent that the tenant was engaged in business, and was contracting in a corporate capacity and not as a partnership. Tulane Imp. Co. v. 8. A. Chapman & Co., 56 S. 509, 129 La. 562.

A corporation for the purpose of transacting the business of real estate brokerage can not be organized under any existing statute of this state.. Warren v. Interstate Realty Co., 192 I11. App. 438.

Since a corporation for the purpose of transacting the business of real estate brokerage may not be organized under and existing statute of this state under Foreign Corporation Act 1905, sec. 2, a foreign corporation can not be authorized to do business in this state. Id.

A stockholder owning a large part of the corporate stock is not liable for a broker's commission on his agreement for sale of the corporation's lands, which was invalid because resting in parol, in contravention of Civil Code, sec. 1624, on the theory that it was an agreement between him and the broker to share an advantage, where there was no evidence that the land was not worth the selling price, though the purchaser's first payment was forfeited to the stockholders' advantage, since plaintiff's rights were based on facts existing when making the broker's agreement, or at least not later than purchaser's first payment. Eaton v. Yount, 191 P. 1009, - Cal. App. - .