The broker must bring about a completed transaction, which requires that all the details of the bargain must be agreed upon. (Sec. 157-160.)
Where the broker fails to bring the customer up to the specified terms and abandons the negotiations, he is not entitled to commissions though the principal subsequently sells to the same person at the price fixed. (Sec. 164.)
The broker must bring about a completed transaction.1 On this the authorities are agreed. They differ, however, on the question as to what constitutes a completed transaction. Some authorities hold that when the broker has produced a purchaser ready, willing and able to purchase on his principal's terms, his obligation is performed. Others hold that the broker must bring about a valid enforceable contract of sale. The subject has already been presented and the authorities cited.2
No extended argument is necessary to show that in those jurisdictions where the broker is required to bring about an enforceable contract of sale, he has not brought about a completed transaction until the contract is actually executed. This chapter, therefore, deals only with the question as to what constitutes a completed transaction in those jurisdictions where the broker earns his commissions by producing a purchaser ready, willing and able to purchase on his principal's terms.
1 Buxton v. Beal. 49 Minn. 230 (1892).
2 Sec. 117-119 supra.
There must be a meeting of the minds of both buyer and seller on all the terms of the transaction.4
Where the owner gives the broker the price and particular terms upon which the property is to be sold, and the owner thereafter capriciously refuses to make the sale to a person procured by the broker, able and willing to purchase on those terms, the broker earns his commission. But where the terms have not been definitely prescribed, the broker assumes the hazard of being able to find a person whose terms are so satisfactory to the owner that a definite arrangement might be made, and in respect to which the minds of the parties might, as a result, meet, and his commission is not earned until their minds do so meet.5
A broker is not entitled to commission unless he shows that the parties to the proposed sale reached an agreement, not only as to the price but as to the terms of payment, the time of taking title, and all the details incident to such sale.7 Thus, under the customary contract of brokerage, a broker though he procures a purchaser who is willing and able to pay the price asked, is not entitled to commissions if the minds of the parties do not meet in a contract, the details of which are worked out and understood between them, the sale not being consummated by reason of a lack of agreement as to its terms and conditions, as for instance, a failure to agree on a time when the title should be closed,8 or the refusal of the vendor to obligate himself to dig a well.9
See 8 157 supra as to scope of this chapter.
4 Runyon v. Wilkinson. 57 N. J. L. 422 (1894) ; Rockwell v. Newton, 44 Conn. 333 (1877). See Sec. 147, 148 supra. .
5 Forrester v. Price, 6 Misc. 308 (N. Y. 1893); Falrchlld v. Cunningham, 84 Minn. 524 (1901).
« See Sec. 157 supra as to scope of this chapter.
7 Peace v. Ross, 123 App. Div. 611 (N. Y. 1908); Caston v. Quimby, 178 Mass. 153 (1901).