Business Law 12th Edition by Roger LeRoy Miller ,Frank Cross

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Licensing Statutes PEMS Co. International, Inc., agreed to find a buyer for Rupp Industries, Inc. A commission of 2 percent of the purchase price was to be paid by the buyer. PEMS analyzed Rupp's operational and financial conditions, paid legal fees, carefully managed Rupp's confidential data, and screened more than a dozen potential buyers. Using PEMS's services, an investment group that became Rupp Industries Acquisition, Inc. (RIA), acquired key information about Rupp and bought the company for $20 million. RIA changed Rupp's name to Temp-Air, Inc. No one paid PEMS's commission. PEMS fi led a suit in a Minnesota state court against Temp-Air, alleging breach of contract. Temp- Air responded that PEMS had been acting as a broker in the transaction without having obtained a broker's license. Thus, because state law required a broker to have a license, PEMS was barred from maintaining this suit. PEMS argued that it had acted not as a broker but as a "finder." The applicable statute defines a broker as any person who deals with the sale of a business. What determines whether a contract with an unlicensed person is enforceable? Assuming that the statute in this case was intended to protect the public, can PEMS collect its commission? Explain. [PEMS Co. International, Inc. v. Temp- Air, Inc., __ N.W.2d __ (Minn.App. 2011)]