Patsades v. Atsales

The defendants appeal from an order of the Appellate Division of the Municipal Court of the City of Boston dismissing a report. The plaintiff made an agreement in writing with the defendant Atsales under the terms of which a commission was to be paid to him after a buyer whom he produced had completed his purchase of the defendant Riverside Cafeteria Corporation located in Boston, all the stock of which was owned by Atsales. Thereafter, pursuant to an agreement for sale between the corporation and the buyer, the corporation transferred all of its assets to the buyer. The defendants have argued that the agreement between Patsades and Atsales contemplated payment of a commission to the plaintiff only when the stock of the corporation was transferred to the buyer. A review of the agreement between Patsades and Atsales, as well as that between the corporation and the purchaser, sufficiently indicates that the Appellate Division did not err in holding that “[i]n the context of these agreements the sale was consummated in its entirety and the agreed consideration for the transfer of the assets to a corporation designated by the buyer was paid.” Without further elaboration it is sufficient to say that the indifference of the purchaser as to whether or not he received the certificates of stock on the transfer is not determinative of the liability of the defendants which is clear. Order dismissing the report affirmed.