No. 12226 INTHE SUPREME COURT OF THE STATE OF MONTANA 1972

E. C. STROMBERG, Plaintiff and Appellant,

SEATON RANCH CONPAIfY and DOROTHY M. SFATON, Defendants and Appellants.



# ............................................... MATT BROWN, Plaintiff and Respondent,

SEATON RANCIT COMPANY, a corporation, Defendant and Appellant.

Appeal from: District Court of the Eighth Judicial District, Honorable Paul G. Hatfield, .Tudge presiding. Counsel of Record

### : For Plaintiff and Appellant: Swanberg, Koby & Swanberg, Great Fall-s

## ,Montana. Randall Swanberg argued, Great Falls, Montana, For Defendants and Appellants: Graybi-11, Graybill, Ostrem& Warner, Great Falls, Montana. Donald Ostrem argued, Great Falls, Montana. 

### J. Vaughan Barron argued, Great Falls, Montana. For Plaintiff and Respondent: Harris, Jackson & Utick, Helena, Montana. L. V. Harris argued, Helena, Montana.

Submitted: June 

### 20, 1972 

# ($1 19!I..'- Decided: Filed: 

## T8T1

## 9107$Mr. Justice Gene B. Daly delivered the Opinion of the Court,

This isan appeal from a judgment entered by the district court of the eighthjudicial district, county of Cascade, Hon. Paul G. Hatfield presiding, without a jury. Judgment was entered upon findings of fact and conclusions of law which found the plaintiff, Matt Brown, was the efficient procuring cause of the saleof the Seaton ranch tothe Glacier Colony of Hutterites for $810,000 and entitled toa real estatecommission inthe amount of $40,500, together with attorney fees inthe amount of $3,783.56, plus costs. Plaintiff E. C. Stromberg, a real estatebroker, filed an action against defendants Seaton Ranch Company and Dorothy Seaton torecover a real estatecommission for the sale of the Seaton ranch. Later plaintiff Matt Brown, a real estatebroker, filed

an action against defendant Seaton Ranch Company, a corporation, forrecovery of 

### a real estatecommission for the saleof the same ranch. Defendants moved tohave the two cases consolidated under Rule 42(a), M.R.Civ. 

### P. Both plaintiffs,resisted but the cases

were consolidated by the court. Seaton Ranch Company owned a large ranch near Fort Shaw in Cascade County. Ed Seaton, husband of defendant Dorothy Seaton, managed the ranch untilhis death in 1965. Thereafter Dorothy Seaton took over the management and became owner of allthe stock in the corporation, After herhusband's death, Dorothy Seaton sold the machinery and part of the livestock and entered intoapproximately twenty nonexclusive listingswith various real estatebrokers for the saleof the ranch, including a listingwith E.C. Stromberg dated May 17, 1966, and a listing toMatt Brown, dated December 9,1966.Stromberg's listing contract contained no expirationdate and

was toremain open until either the contractwas terminated or the ranch was sold. The Brown listingcontract had an expiration date of June 15, 1967, although a blank spacewas left in the lastparagraph of the Brown listingrelating to thenumber of days after the expiration date duringwhich Brown could recover a commission inthe event of a sale. Both Stromberg and Brown solicited the Glacier Colony. Soon after obtaininghis listing on May 

### 17, 1966, Stromberg contacted a group of prospective customers and imparted to them all of thepertinent information regarding the Seaton ranch. Among these prospective customers was Mr. John Entz of the Glacier Colony. Mr. Entz, secretary-treasurer of the Glacier Colony, had advised Stromberg prior toMay 1966, that the Glacier Colony desired land inthe Great Falls area. After receiving the real estate listing from Mrs. Seaton, Stromberg made two personal visits tothe Glacier Colony, the firstinMay or June 1966, and the second sometime inthe spring of 1967. Both times he gave informa'tion about the Seatonranch toMr. Entz and attempted to interesthim in the ultimate purchase of theranch. Stromberg alsomade several telephone calls toEntz regarding the possible saleof the property and wrote two letters toEntz dated January 

### 5, 1967 and June 

### 27, 1967, both of which discussed the Seaton ranch. Mr. Entz visited Stromberg's office on several occasions, the lastvisitbeing on July 12, 1967. In July 1967, some members of the Glacier Colony went to ~tromberg's office inGreat Falls, expressed a desire tobe shown the Seaton ranch, and asked for

an appointment for that purpose. Stromberg never made the appointment nor showed them the ranch. The lastcontact by Stromberg with either

### Mrs. Seaton or the officers of the Glacier Colony was on July 12, 1967, when he wrote a letter toMr. Entzapologizing forhis failure tomake an appointment. ~tromberg's testimony attrialwas: "Like I told you before, you reach a saturation point on contacts and work with people. There 

### is some point therewhere they indicated they were going tocome back, I was certainlynot going to go there the next day and lead them by the hand and say 'let's go'. It Matt Brown specialized inranch properties and during the period from 1965 toDecember 1966, he obtained three nonexclusive listingsto sellthe Seaton ranch, one from Ed Seaton and two from Dorothy Seaton. He had already spent considerable time

on this property when he received the listing inquestionhere. Prior to the June 15, 1967, expiration of his listing, Brown on

or about May 24, 1967, inresponse to a callfrom the Glacier C,olony drove to the colony and spent two totwo and one-half hours giving the leaders of the colony information on one other ranch and complete details on the Seaton ranch. They did not indicate they had ever seen the Seaton ranch but showed an interest init. The only deterrent to their interestwas an outstanding lease of the farm land to one Charles Jacobsen, but they advised Matt Brown that he could overcome that obstacle. Upon leaving the colony, Brown advised them tocontact him when they were ready to look atthe ranch. Within 

### a day or two after enlisting the interest of the Glacier Colony, on May 27, 1967, Brown went to see Dorothy Seaton atthe ranch and advised her the Glacier Colony was interested inbuying the ranch and ascertained that she would not object to selling to Hutterites. Brown then went to the home of Charles Jacobsen, the lessee of the Seaton ranch farm land inFairfield, Montana, and attempted to find out what itwould take tobuy out the lessee's interest. He was unsuccessful inobtaining a figure, Subsequently, the leaders of the Glacier Colony went to ~acobsen's home atFairfield, their purpose being todeal directlywith him in attempting tobuy his leasehold interest. They offeredhim $60,000, but he demanded $80,000. At that time they advised Jacobsen they were buying the Seaton ranch. A few days after hisvisits to

### Mrs. Seaton and to Charles Jacobsen, Brown had another telephone call from the leaders of the Glacier Colony indicating they were inGreat Falls and wanted to go out to look at the ranch. This was on June 

### 21, 1967, five days after the expiration date in~rown's listing. Brown met the colony leaders and drove them inhis car to the Seaton ranch. He spent the entire afternoon showing the ranch, arriving at 2p.m. and returning to hishome between 7:30 to 8:00 p.m. He showed the leaders of the colony a large part of the ranch and they exhibited an interest in seeing the entireranch property. The&owing of the ranch on June 

### 21was cut shortwhen ~rown's automobilewas damaged when it slipped into a rut, but he was able to drive the leaders back to Great Falls. To complete the showing, arrangements were made for Brown to take the Hutterites tobreakfast the next morning and then take them back to the ranch and complete the showing. However, early the next morning,

one of the Hutterites called Brown athishome and stated that they had received a calland would have toreturn to the colony and sowould not be able toreturn to the Seaton ranch. The next day, June 22, 1967, Brown mailed a letter toJohn Entz expressing disappointment that he had been unable to show them the entire ranch, offering further information and urging them to make a cash offer. A day or two later Brown calledMrs. Seaton and asked tomeet her either at the ranch or athis office. She requested that he meet her atWeissman's storein Great Falls, as she did not want tomeet him at the ranch. Atthis meeting Brown reported toher his activity in showing the ranch to the Glacier Colony

### leaders and their failure tomeet him for the breakfast and further showing of the ranch property. A 

### week or ten days later, afterreceivingno reply tohis letter of June 22, Brown called the Glacier Colony to see if they did not want tocome back to see the Seaton ranch again, He talked toone of the leaders and was told "forget it,

### now, Brown, II 

### After Brown was told to "forget it",

### he took no further action, thinking the Hutterites would wait until the Jacobsen farm leasehad expired and that they would come back tohim. It



### was unknown tohim that the colonyhad voted tobuy the ranch and had continued tovisit the Seaton ranch throughout thebalance of the summer of 1967, and during thewinter of 1968. Neither didhe know that the leaders of the Glacier Colony during the

same period of time were negotiating directlywith 

### Mrs. Seaton, without going through him, doing so one time incompany with another broker, Leonard Doran, and on several occasions by themselves, It 

### was alsounknown to Brown that Mrs. 

### Seaton was contacting Charles Jacobsen during the fallof 1967 and winter of 1968, to determinewhether ornot he would lethis lease prevent a saleof the ranch tothe Glacier Colony. The colony leaderswere negotiating directlywith Dorothy Seaton orher fiscalagent, a brother-in-law. Neither Brown nor Stromberg were aware of these dealings, During this time she sold a parcel of five to sixthousand acres for around $40,000 and a parcel of 160 acres for $6,000; and inMarch 1968 sold thebalance of the ranch tothe Glacier Hutterites for $810,000, subject tothe leasehold interest of Charles Jacobsen. Leonard Doran, a real estatebroker, had a listing in 1966 but when he went to the ranch with the colony members he had no valid listing. The colony leaders indicated that he was their broker but admitted theyworked around him inthe end,After trial the district court entered the following findings of fact and cod.usions of law: "FINDINGS OF FACT 

### "1. Defendants1 motions for dismissal should be denied, and plaintiff, Matt ~rown's offered evidence of excerpts from the deposition of Dorothy M. Seaton should be received. "2. Plaintiff, Matt Brown, 

### isand has been a real estatebroker, licensed by the State of Montana since 1958, and engaged in the sale of ranch properties at Great Falls, Montana, and in the surrounding area. "3. Defendant, Seaton Ranch Company, 

### is a Montana corporation which owned a large ranch, known as the Seaton Ranch, inCascade County, Montana, near Fort Shaw, untilMarch 

### 27, 1968, and defendant, Dorothy 

### M. Seaton, 

### is and has been the owner of the entire beneficial interest in said corporation and in complete control of the corporation. "4. On December 9, 1967, defendants employed plaintiff, Matt Brown, as a real estatebroker to sellthe Seaton ranch, under a written contract of employment. The written contract provided that Matt Brown had a 'non-exclusive1 right to sellthe ranch until June 15, 1967, and listed a price of $900,000. The contract, alsoprovided:

IIf you or any other agents orbrokers cooperating with you find a buyer ready and willing to enter into a deal for said price and terms or any such other price and terms as 

### I may accept, or any time during your employment you place me incontact with a buyer to or through whom atany time within days after terminating said employment, I may sellor convey said property, I agree topay you incash for your services a corn- * 

### - 

## - mission equal in amount-to 5 % of the sellingprice. I The contract further provided:

I

### I agree topay any sum a Court may adjudge asreasonable attorneys' fees incase suit or action is filed on this contract.' The space permitting the insertion of the period of time during which the broker would be entitled to a commission for a saleconsummated to a party with whom the broker placed the seller 'in contact1was not specifically discussed by the parties atthe time they entered into the contract, but the conduct of the 

### respective parties and the course of dealingbetween them, viewed inthe light of the customs and usages in the sale of large ranches, clearly establishes that itwas the intention of the parties toallow 

### a reasonable time after the expiration date duringwhich the broker would be entitled to the commission.

### "5. Plaintiff, Matt Brown, had had two earlier non-exclusive listings on the Seaton ranch, before he obtained the listing on December 9, 1966, under which he had obtained a great deal of information and done a great deal of work, which had given him an extensive familiaritywith the details of the ranch and permitted him torepresent it 

### and discuss it

### with prospective buyers. "6.011 or about May 26, 1967, before the expiration date of his listing, Matt Brown received a tele- $me callfrom the Glacier Colony of Hutterites, near Cut Bank, Montana, inquiring astothe availabilityof large ranches. On 

### May 26, 1967, hewent from Great Falls toCut Bank and attempted toreach the colony, but took a wrong road and was compelled to stay overnite inthe Glacier Hotel inCut Bank. The next moming, on May 27, 1967, he went tothe headquarters of the colony and met

### with the leaders of the colony, and gave them information on one other ranch and detailed information on the Seaton ranch. 

### The leaders of the colony expressed a keen interest inthe Seaton ranch, having only one objection

# -- that therewas a lease on the farm land on theranch toa Charles Jacobsenwhich would not terminate until the end of the 1970 crop season

# -- and they urged Matt Brown to take action toattempt todispose of the outstanding leasehold interest, assuringhim they would buy the ranch ifhe would do so. "7. Within a day or two afterhe had interested the Glacier Colony inthe Seaton ranch, and before the expiration date of his listingon June 15, 1967, Matt Brown went to the Seaton ranch and informed Dorothy M. 

### Seaton of the interest of the Glacier Colony inthe purchase of the ranch, securingher assurance that she would not object to sellingtoHutterites. He also made two visits toCharles Jacobsen inattempts tomake a deal tobuy the outstanding leasehold interest inthe farm land held by him. "8. On 

### June 21, 1967, Matt Brown met the leaders of the Glacier Colony in Great Falls, and drove them out tothe Seaton ranch, where he spent a substantial amount of time

### going over the ranch with them and showing it 

### to them. After experiencing difficultyingetting hiscar stuck, he took themback to Great Falls, and made arrangements to take them tobreakfast, thenext morning, and then take them back out to finish looking atthe ranch. 

### "9. The next morning, June 22, 1967, Matt Brown received a telephone call from one of the leaders of the Glacier Colony advising that personal matters required that they return tothe colony, near Cut Bank, and that they would not be able togo back to finish looking atthe Seaton ranch. Later, the same day, Matt 

### Brown wrote a letter toJohn Entz, Secretary-Treasurer of the Glacier Colony, expressing his disappointment that the Hutterites had had toreturn tothe colony before seeing the balance of the Seatonranch, and assuringhim of his interest innegotiating the terms of a sale."10. Soon afterJune 22, 1967, Matt Brown called the Glacier Colony on the phone to ask thathe be allowed to continue negotiations for the sale of the Seaton ranch, and he was advised that they were not interested

# -- 'to forget it,I 

### "11, Following theirvisit to the Seaton ranch with Matt Brown on June 21, 1967, the leaders of the Glacier Colony repeatedly and continuously returned to the Seaton ranch, examining it more minutely, and these inspections continued atleast as late as November, 1967, when they were able to inspect the stand of the winter wheat crop. On at least two of these occasions they met with Mrs. Seaton atthe ranch todiscuss the purchase of the ranch. "12. It appears that the Glacier Colony received some information concerning the Seaton ranch from E.C. Stromberg prior tothe activity of Matt Brown with respect to the Glacier Colony, but E. C. Stromberg never aroused sufficient interest inthe Glacier Colony tomake them request a showing, and there isno substantial evidence to indicate that the Glacier Colony ever had any genuine interest inbuying the Seaton ranch as a result of anything done by E. C, Stromberg. "13. It appears that some members of the Glacier Colony visited the Seaton ranch during the summer of 1967, incompany with one Leonard Doran, a real estate broker who had previously had a non-exclusive listing which had expired in 1966, with no provision that it could have any effectwhatsoever beyond 

### itsexpiration dateunless earnest money had been deposited. There 

### isno credible evidence establishing specific dates for any visits of the Glacier Colony Hutterites to the Seaton ranch prior totheir visitwith Matt Brown on June 21, 1967, and there 

### isno credible evidence that the leaders of the Glacier Colony became genuinely interested inthe purchase of the Seaton ranch as the result of any activitiesby Leonard Doran, or otherwise, prior to the time Matt Brown visited the Glacier Colony on May 

### 27, 1967. "14. Dorothy 

### M, Seaton had, by her own estimate, given twenty non-exclusive listings for the sale of the Seaton ranch between the death of her husband in 1965 and the end of 1966, and was willing to sellthe ranch atalltimes herein concerned. The listinggiven toMatt Brown on December 

### 9, 1966, was the last listing given. "15. During the fallof 1967, Dorothy M. Seaton sold certain parcels of the ranch which had been included inMatt Brown 

### s listing, separately from the rest of the ranch

# -- one of 5,000 acres bringing atleast $25,000 or $30,000, and one of 160 acresbringing atleast $6,000. "16. During thewinter of 1967-1968, Dorothy M. Seaton was absent from the Stateof Montana for a considerable period of time, being inCalifornia, and, during this time, the leaders of the Glacier Colony of Hutterites negotiated for the purchase of the Seaton ranch with herbrother-in-law, Robert W. Gronberg, abanker inChoteau, Montana, who had a qualifying share of stock in the Seaton Ranch Company and was Vice President, and who was alsoMrs. Seaton's adviser in financialmatters. 

### "17. After several meetings in the bank of Robert 

### W. Gronberg, inChoteau, a sale of the Seaton Ranch from the Seaton Ranch Company to the Glacier Colony was consummated on March 27, 1968, for 

### a price of $810,000, subj.ectto the outstanding lease of Charles Jacobsen, not including the parts of the ranch which had been previously disposed of, and without the payment of any real estate commission. "18. The conduct of Dorothy M. Seaton, subsequent tobeing informed of the interest of the Glacier Colony inbuying the Seaton ranch, in lateMay or early June, 1967, exhibited an intention and design to exclude Matt Brown from furthernegotiations for the sale of the Seaton ranch to the Glacier Colony for the purpose of avoiding the payment of a real estate commission, which intention and designwere pursued until the sale was consummated. 

### "19. The activities of Matt Brown, and particularly his activities from May 

### 26, 1967, through June 22, 1967, were the efficient procuring cause of the sale of the Seaton Ranch tothe Glacier Colony. "20. Under allof the circumstances, and inview of the continuity of the interest of the eventual purchaser and the continuity of the negotiations, the period of time from June 15, 1967 toMarch 

### 27, 1968, 

### is a reasonable time tobe allowed duringwhich Matt Brown would be entitled toa real estatecommission inconnection with a sale to a buyer with whom he had put the seller incontact. "21. Plaintiff, Matt Brown, has been compelled to employ attorneys toprosecute this action, and his attorneyswere required toexpend at least 144,5 hours in the prosecution of the case, not including two days pre-trial preparation, two days in trial, and 

### time subsequent, and said services are of a reasonable value of $3,783.56. "CONCLUSIONS OF LAW 

### "1. The efforts of plaintiff Matt Brown were the efficient procuring cause of the sale of the Seaton ranch from the Seaton Ranch Company tothe Glacier Colony, ata price of $810,000, which pricewas within the contemplation of the listing contract between the Seaton Ranch Company and Matt Brown, and Matt Brown 

### isentitled toa real estate commission inthe sum of $40,500.00 "2. Plaintiff, Matt Brown, 

### isentitled to a further sum in the amount of $3,783.56, as and forhis attorney's fees herein, together with his costs incurred."Plaintiff-appellant E. 

### C. Stromberg raises these issues

on appeal: 

### 1. The court erred innot finding that E. C. Stromberg had the only valid and#legal real estate listing to sellthe Seaton ranch during March 1968. 

### 2. The district court erred in finding that Matt Brown rather than 

### E. C. Stromberg was the efficient and procuring

cause of the sale of the Seaton ranch tothe Glacier Hutterite Colony. 

### 3. The caurt erred innot finding that 

### Mrs. Dorothy Seaton fraudulently and/or inbad faithintervened and prevented E. C. Stromberg from concluding the aforementioned sale. Defendant-appellants Seaton Ranch Company and Dorothy Seaton raise these issues on appeal: 

### 1. Whether the evidence on record supports the findings of the district court, more particularly the following: (a) That, prior to the expiration of his listing contract, plaintiff-respondent Matt Brown informed Dorothy Seaton of an interest of the Glacier Colony of the Hutterite Order inpurchasing the property of the Seaton Ranch Company. (b) That Mrs. Seaton had design and intention to exclude Brown from negotiations regarding the sale of the ranch for the purpose of avoiding the payment of realtor's commission toBrown. 2. Whether the district court erred in finding that Brown

was the efficient procuring cause of the sale of the Seaton ranch to the Glacier Colony. 

### 3. Whether during the 

### termof Brown's listingcontract he found a buyer ready, willing and able toenter into a "deal" for the purchase of the Seaton ranch property and ifnot, whether his failure to do sobars him from recovery of a real estate commission.4, Whether the district court erred inenteringjudgment against the individual defendant, Dorothy 

### M. Seaton. 

### As 

### isindicated inthe summary of the facts, there was an unusual amount of evidence presented to the trialjudge which resulted innumerous conflicts inthe evidence, He was the

one who had the only opportunity to see and hear allwitnesses. Each party makes a strong argument that these facts and circumstances favor his position. Yet, ashas been statedby this Court too many times tarequire citation, it isnot this Court's province toreview the record of the trialcourt to determine whether ornot we agree with the conclusions reached, if supported by the evidence. We must indulge the presumption that thejudgment of the district court is correct and 

### willnot be disturbed unless there 

### isa clearpreponderance of evidence against it when viewed inthe light most favorable to the prevailing party, inthis case plaintiff-respondent Matt Brown. The burden rests with the appellants tomake this showing, 

### We do not find that they have carried theburden. The principal argument of Seaton Ranch Company and Dorothy Seaton 

### isgrounded on the assertion that the chain of events which occurred after the primary 

### termof Matt Brown's contract expired on June 15, 1967, must be viewed asirrelevant and that the evidence must show Brown produced a ready, willing, and ablebuyer before that date. This position 

### isurged under the holding inFlinders v. Gilbert, 141Mont. 442, 

### 378 P,2d 

### 385, which they contend has the effect of rendering allnonexclusive listings subject to the standard of requiring the broker tobe the procuring causeby producing a buyer ready, willing, and ablebefore a commission willbe required tobe paid regardless of the lastparagraph of the listingcontract which governs the rights of the parties after the term of the primary contract expires.We do not quarrel with Flinders or itsapplication to the fact situation inthat case. We do not agree with the broad application given toFlinders by appellants here. Brbefly, that case involves a disputebetween two brokers whose listing contracts had not expired and the Court held that the paragraph similar to the one indispute here did not apply inthat case because plaintiff'

### s employment had not terminated atthe time the salewas made through broker Hunt. And, by way of dictum, the court observed that the paragraph which governed the rights of the parties after expiration of the listing, even though it had no application, was consonant with a paragraph that was stricken, which paragraph contained exclusive contract provisions. This was found tobear on the intent of the parties in that case, It would be difficult to apply that standard to allnonexclusive listing contracts, such as in the present case, when it appears no substantial language was stricken. It ispossible to enter into a nonexclusive listingcontract with this type of protection afforded for a time after the expiration of the agreement. See Annotation, 27 ALR2d 1408. Each casewould have tobe examined on 

### itsown circumstances. But, more important here 

### is the declaration by the Court inFlinders that there was no bad faith or fraud by either plaintiff or defendant, and the commission was paid. If the finding on fraud orbad faithhad been to the contrary, then certainly thejudgment would not have been affirmed in Hunt's favor. Here, the trialcourt inits finding of fact No. 18 found bad faith in the interruption and exclusion of Matt Brown from productive negotiations by the seller, which continued until the salewas consummated. There 

### is substantialdirect and circumstantial evidence to support the trialcourt's finding. This finding isstrengthened by strong evidence of bad faith onthe part of the buyers working in concert with the seller, We cannot overlook the fact that thebuyer's cooperation made it less difficult to achieve the exclusion, and particularly when the financial gain from this type of activity enured to the benefit of both seller and buyer. There 

### iscredible evidence to support the trialcourt's finding asbetween plaintiff Brown and plaintiff Stromberg. Both were equally entitled to sellthe property and both were proceeding ina good faith effort todo so. Even though ~tromberg'slistinghad not expired, this isnot controlling as between the two plaintiffs under the circumstances of thiscase. As the evidence demonstrates, Stromberg worked hard with the buyers, as did Brown, over a period of time. However, Stromberg's relationship with the Glacier Colony became impaired and he relaxed his effort and failed to carry through and show the property to the Colony. By his own testimony he was not prepared to "take them by the hand"; he felt a saturationpoint had been reached. About this time Brown did show the property and kept after all parties trying tonegotiate a sale. The law 

### is clear that if ~rown's primary listing contract expired during activenegotiations he could not be excluded, This 

### isparticularly true in this casewhere the court found Brown did not relaxhis efforts but was prevented by the actions of the defendant from proceeding during actualnegotiations that did result in a sale. See: Bartsas Realty, Inc. v. Leverton, 82 Nev.6, 409 P.2d 627; Flinders

v. Gilbert, 141Mont. 442, 378 P.2d 385; 43 A.L.R. 1096; 46 ALR2d 854; Shober v. Blackford, 46 Mont, 194, 127 P. 329. The reasonableness of the time involved inthis case has alsobeen questioned by defendants. Under usual circumstances time allowed toprotect the broker after expiration of the principal listingunder a protective paragraph, ifno time period

### isnamed, 

### isheld tobe a reasonable time, Reasonable time intransactions of this type is determined by the nature and character of the service tobe rendered, magnitude of the undertaking, the intention of the parties, and allthe facts and circumstances of the case. 12C.J.S. Brokers 

### 5 88, p. 

### 203. Under allthe circumstances of this case itwould appear that this testhas been met. Concerning defendants' issueNo. 

### 4 relating to the personal liability of Dorothy Seaton for payment of the real estate commission, it 

### is abundantly clear from the evidence that Dorothy Seaton is the alter ego of Seaton Ranch Company by

reason of her ownership of the entirebeneficial interest therein. Under such circumstances equity demands that the Court pierce the corporate veil. Accordingly defendant Dorothy Seaton 

### ispersonally liable forpayment of the commission as determined by the trial court. The judgment of the trialcourt 

### isaffirmed.



# // Chief Justice