Willis v. Van Woy

Supreme Court of Florida · 1945 · Corporations

20 So. 2d 690 (1945)

Updated August 22, 2026

Corporationsagencyfiduciary dutyconstructive trustagent-principalutmost good faithsecret profittrustee for principal

Facts

Willis learned the Rockefeller property known as The Casements was for sale and later approached Van Woy as a prospective purchaser for use as a school, telling her the property could only be obtained through him and that the price was $75,000. On September 6, 1940, Rockefeller's agent informed Willis the property would be sold for $37,500 on stated conditions, but Willis never disclosed that reduced price to Van Woy and continued to insist the price was $75,000. On September 18, 1940, Van Woy gave Willis checks totaling $5,000 with the understanding that he would acquire the property from the Rockefellers for her; Willis later obtained a contract to buy the property himself for $37,500 and kept the difference through notes and mortgages from Van Woy. Before learning the true facts, Van Woy also paid Willis another $5,000 on account.

Issue

Whether Willis, after accepting Van Woy's money to acquire The Casements for her, could treat Rockefeller's earlier September 6 letter as his own option and retain for himself the difference between the represented $75,000 price and the actual $37,500 purchase price. Also, whether the decree should be modified to allow Willis compensation for services rendered in negotiating the purchase.

Rule

When a person accepts money from another to acquire property for that person, he becomes obligated to act for the purchaser as agent and must exercise the utmost good faith. If he withholds material information about the true purchase price and secretly profits from the transaction, he is treated as a trustee for the principal, and the principal is entitled to the benefit of the lower-priced contract. A conditional offer that is not accepted according to its terms is merely an offer and not an option or completed contract right.

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One of 10 multiple-choice questions for this case. Pick an answer to see why.

In Savannah, Elena Cruz wanted to acquire a historic inn for a nonprofit academy. Nolan Pierce told her the owner would not deal directly with academies and that he alone could secure the property for $820,000. After Elena gave Nolan a $25,000 check so he could buy the inn for her, Nolan used part of that money to contract for the inn at $540,000 and took back a note from Elena for the supposed difference.

If Elena sues to recover the secret profit, what is the strongest argument in her favor?

Explanation. The majority rule is that once an intermediary accepts the buyer's money with the understanding that he will acquire the property for the buyer, he must act as the buyer's agent and exercise utmost good faith. He cannot conceal the true purchase price and keep a secret profit; equity treats that benefit as held for the principal.