All Points Traders, Inc. v. Barrington Associates

In All Points Traders, Inc. v. Barrington Associates (1989) 211 Cal.App.3d 723, it was held the provisions of Business and Professions Code section 10131-- requiring the person negotiating the sale or purchase of a "business opportunity" to have a real estate license -- encompass any transfer of ownership of an entire ongoing business in corporate form, whether by transfer of all the stock or all the assets. In All Points Traders, the sale of the corporation was in the form of its corporate shares, and the investment banking firm handling the sale was not allowed to collect a commission without a valid real estate broker's license. (See 10136.) The Court of Appeal found that "the sale of All Points was in substance the sale of a 'business opportunity," even though it was accomplished through a transfer of corporate shares, and therefore the person negotiating the transaction was required to have a real estate broker's license. Whether such transaction also fell within the scope of securities regulations is irrelevant." ( Id. at pp. 734-735.) Because the transaction was a business opportunity and Barrington lacked a broker's license, "enforcement of the contract for a commission would be in direct contravention of section 10131 and against public policy." ( Id. at p. 738.)