No. 12226 

IN THE 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. Hatf ield, .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 : T8T 1 9 107$ 
Mr. Justice Gene B. Daly delivered the Opinion of the Court, 

This is an appeal from a judgment entered by the district 

court of the eighth judicial 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 

sale of the Seaton ranch to the Glacier Colony of Hutterites 

for $810,000 and entitled to a real estate commission in the 

amount of $40,500, together with attorney fees in the amount of 

$3,783.56, plus costs. 

Plaintiff E. C. Stromberg, a real estate broker, filed an 

action against defendants Seaton Ranch Company and Dorothy Seaton 

to recover a real estate commission for the sale of the Seaton 

ranch. Later plaintiff Matt Brown, a real estate broker, filed 

an action against defendant Seaton Ranch Company, a corporation, 

for recovery of a real estate commission for the sale of the same 

ranch. 

Defendants moved to have 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 until his death in 1965. Thereafter Dorothy 

Seaton took over the management and became owner of all the stock 

in the corporation, 

After her husband's death, Dorothy Seaton sold the machinery 

and part of the livestock and entered into approximately twenty 

nonexclusive listings with various real estate brokers for the 

sale of the ranch, including a listing with E.C. Stromberg dated 

May 17, 1966, and a listing to Matt Brown, dated December 9,1966. 
Stromberg's listing contract contained no expiration date and 

was to remain open until either the contract was terminated or 

the ranch was sold. The Brown listing contract had an expiration date of June 15, 1967, although a blank space was left in 

the last paragraph of the Brown listing relating to the number 

of days after the expiration date during which Brown could recover a commission in the event of a sale. 

Both Stromberg and Brown solicited the Glacier Colony. 

Soon after obtaining his listing on May 17, 1966, Stromberg contacted a group of prospective customers and imparted to them all 

of the pertinent 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 to May 1966, that the Glacier Colony 

desired land in the Great Falls area. After receiving the real 

estate listing from Mrs. Seaton, Stromberg made two personal 

visits to the Glacier Colony, the first in May or June 1966, and 

the second sometime in the spring of 1967. Both times he gave 

informa'tion about the Seaton ranch to Mr. Entz and attempted to 

interest him in the ultimate purchase of the ranch. Stromberg 

also made several telephone calls to Entz regarding the possible 

sale of the property and wrote two letters to Entz 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 last visit being on July 12, 1967. In July 1967, some members 

of the Glacier Colony went to ~tromberg's office in Great Falls, 

expressed a desire to be shown the Seaton ranch, and asked for 

an appointment for that purpose. Stromberg never made the 

appointment nor showed them the ranch. The last contact by 

Stromberg with either Mrs. Seaton or the officers of the Glacier 

Colony was on July 12, 1967, when he wrote a letter to Mr. Entz 
apologizing for his failure to make an appointment. ~tromberg's 

testimony at trial was: 

"Like I told you before, you reach a saturation 

point on contacts and work with people. There is 

some point there where they indicated they were 

going to come back, I was certainly not going to 

go there the next day and lead them by the hand 

and say 'let's go'. It 

Matt Brown specialized in ranch properties and during the 

period from 1965 to December 1966, he obtained three nonexclusive 

listingsto sell the 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 in question here. 

Prior to the June 15, 1967, expiration of his listing, Brown on 

or about May 24, 1967, in response to a call from the Glacier 

C,olony drove to the colony and spent two to two 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 in it. The only deterrent to their interest was 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 to contact him when 

they were ready to look at the ranch. 

Within a day or two after enlisting the interest of the Glacier 

Colony, on May 27, 1967, Brown went to see Dorothy Seaton at the 

ranch and advised her the Glacier Colony was interested in buying 

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 in Fairfield, Montana, 

and attempted to find out what it would take to buy out the 

lessee's interest. He was unsuccessful in obtaining a figure, 

Subsequently, the leaders of the Glacier Colony went to 

~acobsen's home at Fairfield, their purpose being to deal directly 
with him in attempting to buy his leasehold interest. They 

offered him $60,000, but he demanded $80,000. At that time they 

advised Jacobsen they were buying the Seaton ranch. 

A few days after his visits to Mrs. Seaton and to Charles 

Jacobsen, Brown had another telephone call from the leaders of 

the Glacier Colony indicating they were in Great 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 in his car to 

the Seaton ranch. He spent the entire afternoon showing the 

ranch, arriving at 2 p.m. and returning to his home 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 

entire ranch property. 

The&owing of the ranch on June 21 was cut short when ~rown's 

automobile was 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 

to breakfast 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 at his home and stated that 

they had received a call and would have to return to the colony 

and so would not be able to return to the Seaton ranch. 

The next day, June 22, 1967, Brown mailed a letter to John 

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 called Mrs. Seaton and asked to meet 

her either at the ranch or at his office. She requested that 

he meet her at Weissman's store in Great Falls, as she did not 

want to meet him at the ranch. At this meeting Brown reported 

to her his activity in showing the ranch to the Glacier Colony 
leaders and their failure to meet him for the breakfast and 

further showing of the ranch property. 

A week or ten days later, after receiving no reply to his 

letter of June 22, Brown called the Glacier Colony to see if they 

did not want to come back to see the Seaton ranch again, He 

talked to one 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 lease had expired and that they would come back to him. It 

was unknown to him that the colony had voted to buy the ranch 

and had continued to visit the Seaton ranch throughout the balance 

of the summer of 1967, and during the winter of 1968. Neither 

did he know that the leaders of the Glacier Colony during the 

same period of time were negotiating directly with Mrs. Seaton, 

without going through him, doing so one time in company with 

another broker, Leonard Doran, and on several occasions by 

themselves, It was also unknown to Brown that Mrs. Seaton was 

contacting Charles Jacobsen during the fall of 1967 and winter 

of 1968, to determine whether or not he would let his lease 

prevent a sale of the ranch to the Glacier Colony. 

The colony leaders were negotiating directly with Dorothy 

Seaton or her fiscal agent, a brother-in-law. Neither Brown nor 

Stromberg were aware of these dealings, During this time she 

sold a parcel of five to six thousand acres for around $40,000 

and a parcel of 160 acres for $6,000; and in March 1968 sold 

the balance of the ranch to the Glacier Hutterites for $810,000, 

subject to the leasehold interest of Charles Jacobsen. 

Leonard Doran, a real estate broker, 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 they worked around him in the 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, is and has been a real 

estate broker, 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, in Cascade County, Montana, near Fort 

Shaw, until March 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 estate broker to sell the 

Seaton ranch, under a written contract of employment. 

The written contract provided that Matt Brown had a 

'non-exclusive1 right to sell the ranch until June 

15, 1967, and listed a price of $900,000. The contract, 

also provided: 

I If you or any other agents or brokers 

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 in contact with a 

buyer to or through whom at any time within 

days after terminating said employment, 

I may sell or convey said property, I agree 

to pay you in cash for your services a corn- * - - 

mission equal in amount- to 5 % of the 

selling price. I 

The contract further provided: 

I I agree to pay any sum a Court may adjudge as reasonable attorneys' fees in case 

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 sale consummated to a party with whom 

the broker placed the seller 'in contact1 was not 

specifically discussed by the parties at the time they 

entered into the contract, but the conduct of the respective parties and the course of dealing between them, 

viewed in the light of the customs and usages in the 

sale of large ranches, clearly establishes that it was 

the intention of the parties to allow a reasonable time 

after the expiration date during which 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 

familiarity with the details of the ranch and permitted 

him to represent 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 call from the Glacier Colony of Hutterites, near 

Cut Bank, Montana, inquiring as to the availability of 

large ranches. On May 26, 1967, he went from Great 

Falls to Cut Bank and attempted to reach the colony, 

but took a wrong road and was compelled to stay overnite in the Glacier Hotel in Cut Bank. The next moming, on May 27, 1967, he went to the 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 in the Seaton 

ranch, having only one objection -- that there was a 

lease on the farm land on the ranch to a Charles Jacobsen which would not terminate until the end of the 1970 

crop season -- and they urged Matt Brown to take action 

to attempt to dispose of the outstanding leasehold 

interest, assuring him they would buy the ranch if he 

would do so. 

"7. Within a day or two after he had interested 

the Glacier Colony in the Seaton ranch, and before the 

expiration date of his listing on June 15, 1967, Matt 

Brown went to the Seaton ranch and informed Dorothy M. 

Seaton of the interest of the Glacier Colony in the 

purchase of the ranch, securing her assurance that she 

would not object to selling to Hutterites. He also 

made two visits to Charles Jacobsen in attempts to make 

a deal to buy the outstanding leasehold interest in the 

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 to the Seaton ranch, where he spent a substantial 

amount of time going over the ranch with them and showing 

it to them. After experiencing difficulty in getting 

his car stuck, he took them back to Great Falls, and 

made arrangements to take them to breakfast, the next 

morning, and then take them back out to finish looking 

at the 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 to the colony, near Cut Bank, 

and that they would not be able to go back to finish 

looking at the Seaton ranch. Later, the same day, Matt 

Brown wrote a letter to John Entz, Secretary-Treasurer 

of the Glacier Colony, expressing his disappointment 

that the Hutterites had had to return to the colony 

before seeing the balance of the Seaton ranch, and assuring him of his interest in negotiating the terms of a 

sale. 
"10. Soon after June 22, 1967, Matt Brown called 

the Glacier Colony on the phone to ask that he 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 their visit 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 at least 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 at the ranch to discuss the purchase 

of the ranch. 

"12. It appears that the Glacier Colony received 

some information concerning the Seaton ranch from E.C. 

Stromberg prior to the activity of Matt Brown with 

respect to the Glacier Colony, but E. C. Stromberg never 

aroused sufficient interest in the Glacier Colony to make 

them request a showing, and there is no substantial evidence to indicate that the Glacier Colony ever had any 

genuine interest in buying 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, in company 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 effect whatsoever beyond its expiration 

date unless earnest money had been deposited. There 

is no credible evidence establishing specific dates 

for any visits of the Glacier Colony Hutterites to the 

Seaton ranch prior to their visit with Matt Brown on 

June 21, 1967, and there is no credible evidence that 

the leaders of the Glacier Colony became genuinely 

interested in the purchase of the Seaton ranch as the 

result of any activities by 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 sell the 

ranch at all times herein concerned. The listing given 

to Matt Brown on December 9, 1966, was the last listing 

given. 

"15. During the fall of 1967, Dorothy M. Seaton 

sold certain parcels of the ranch which had been included 

in Matt Brown s listing, separately from the rest of the 

ranch -- one of 5,000 acres bringing at least $25,000 or 

$30,000, and one of 160 acres bringing at least $6,000. 

"16. During the winter of 1967-1968, Dorothy M. 

Seaton was absent from the State of Montana for a considerable period of time, being in California, and, 

during this time, the leaders of the Glacier Colony of 

Hutterites negotiated for the purchase of the Seaton 

ranch with her brother-in-law, Robert W. Gronberg, a 
banker in Choteau, Montana, who had a qualifying share 

of stock in the Seaton Ranch Company and was Vice 

President, and who was also Mrs. Seaton's adviser in 

financial matters. 

"17. After several meetings in the bank of 

Robert W. Gronberg, in Choteau, 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.ect to 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 to being informed of the interest of the Glacier 

Colony in buying the Seaton ranch, in late May or early 

June, 1967, exhibited an intention and design to exclude 

Matt Brown from further negotiations 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 design were 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 to the Glacier Colony. 

"20. Under all of the circumstances, and in view 

of the continuity of the interest of the eventual purchaser and the continuity of the negotiations, the 

period of time from June 15, 1967 to March 27, 1968, 

is a reasonable time to be allowed during which Matt 

Brown would be entitled to a real estate commission 

in connection with a sale to a buyer with whom he had 

put the seller in contact. 

"21. Plaintiff, Matt Brown, has been compelled 

to employ attorneys to prosecute this action, and his 

attorneys were required to expend 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 to the Glacier Colony, 

at a price of $810,000, which price was within the contemplation of the listing contract between the Seaton 

Ranch Company and Matt Brown, and Matt Brown is entitled 

to a real estate commission in the sum of $40,500.00 

"2. Plaintiff, Matt Brown, is entitled to a further 

sum in the amount of $3,783.56, as and for his attorney's 

fees herein, together with his costs incurred." 
Plaintiff-appellant E. C. Stromberg raises these issues 

on appeal: 

1. The court erred in not finding that E. C. Stromberg had 

the only valid and#legal real estate listing to sell the 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 to the Glacier Hutterite 

Colony. 

3. The caurt erred in not finding that Mrs. Dorothy Seaton 

fraudulently and/or in bad faith intervened 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 in purchasing 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 to Brown. 

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 term of Brown's listing contract 

he found a buyer ready, willing and able to enter into a "deal" 

for the purchase of the Seaton ranch property and if not, whether 

his failure to do so bars him from recovery of a real estate 

commission. 
4, Whether the district court erred in entering judgment 

against the individual defendant, Dorothy M. Seaton. 

As is indicated in the summary of the facts, there was an 

unusual amount of evidence presented to the trial judge which 

resulted in numerous conflicts in the evidence, He was the 

one who had the only opportunity to see and hear all witnesses. 

Each party makes a strong argument that these facts and circumstances favor his position. Yet, as has been stated by this 

Court too many times ta require citation, it is not this Court's 

province to review the record of the trial court to determine 

whether or not we agree with the conclusions reached, if supported 

by the evidence. We must indulge the presumption that the judgment of the district court is correct and will not be disturbed 

unless there is a clear preponderance of evidence against it 

when viewed in the light most favorable to the prevailing party, 

in this case plaintiff-respondent Matt Brown. The burden rests 

with the appellants to make this showing, We do not find that 

they have carried the burden. 

The principal argument of Seaton Ranch Company and Dorothy 

Seaton is grounded on the assertion that the chain of events 

which occurred after the primary term of Matt Brown's contract 

expired on June 15, 1967, must be viewed as irrelevant and 

that the evidence must show Brown produced a ready, willing, 

and able buyer before that date. This position is urged under 

the holding in Flinders v. Gilbert, 141 Mont. 442, 378 P,2d 385, 

which they contend has the effect of rendering all nonexclusive 

listings subject to the standard of requiring the broker to be 

the procuring cause by producing a buyer ready, willing, and 

able before a commission will be required to be paid regardless 

of the last paragraph of the listing contract which governs the 

rights of the parties after the term of the primary contract 

expires. 
We do not quarrel with Flinders or its application to the 

fact situation in that case. We do not agree with the broad 

application given to Flinders by appellants here. Brbefly, 

that case involves a dispute between two brokers whose listing 

contracts had not expired and the Court held that the paragraph 

similar to the one in dispute here did not apply in that case 

because plaintiff' s employment had not terminated at the time 

the sale was 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 to bear on the intent of the parties in that case, 

It would be difficult to apply that standard to all nonexclusive listing contracts, such as in the present case, when it 

appears no substantial language was stricken. It is possible to 

enter into a nonexclusive listing contract with this type of 

protection afforded for a time after the expiration of the 

agreement. See Annotation, 27 ALR2d 1408. Each case would 

have to be examined on its own circumstances. But, more important 

here is the declaration by the Court in Flinders that there was 

no bad faith or fraud by either plaintiff or defendant, and the 

commission was paid. If the finding on fraud or bad faith had 

been to the contrary, then certainly the judgment would not have 

been affirmed in Hunt's favor. 

Here, the trial court in its 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 sale was consummated. There is substantial direct and circumstantial evidence to support the trial court's finding. 

This finding is strengthened by strong evidence of bad faith on 
the part of the buyers working in concert with the seller, 

We cannot overlook the fact that the buyer'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 is credible evidence to support the trial court's 

finding as between plaintiff Brown and plaintiff Stromberg. 

Both were equally entitled to sell the property and both were 

proceeding in a good faith effort to do so. Even though 

~tromberg's listing had not expired, this is not controlling as 

between the two plaintiffs under the circumstances of this case. 

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 saturation point had been reached. 

About this time Brown did show the property and kept after all 

parties trying to negotiate a sale. The law is clear that if 

~rown's primary listing contract expired during active negotiations he could not be excluded, This is particularly true in 

this case where the court found Brown did not relax his efforts 

but was prevented by the actions of the defendant from proceeding 

during actual negotiations that did result in a sale. See: 

Bartsas Realty, Inc. v. Leverton, 82 Nev.6, 409 P.2d 627; Flinders 

v. Gilbert, 141 Mont. 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 in this case has 

also been questioned by defendants. Under usual circumstances 

time allowed to protect the broker after expiration of the 

principal listing under a protective paragraph, if no time period 
is named, is held to be a reasonable time, Reasonable time 

in transactions of this type is determined by the nature and 

character of the service to be rendered, magnitude of the undertaking, the intention of the parties, and all the facts and 

circumstances of the case. 12 C.J.S. Brokers 5 88, p. 203. 

Under all the circumstances of this case it would appear that 

this test has been met. 

Concerning defendants' issue No. 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 entire beneficial interest therein. 

Under such circumstances equity demands that the Court pierce the 

corporate veil. Accordingly defendant Dorothy Seaton is personally liable for payment of the commission as determined by 

the trial court. 

The judgment of the trial court is affirmed. 

/ / Chief Justice