Baltimore County v. Glendale Corp.

Hsndsrson, J., delivered the opinion of the Court. On February 21, 1957, the appellant filed a bill, subsequently amended, for specific performance of certain Public Works Agreements attached thereto, against The Glendale Corporation, alleging that Glendale had agreed, as a developer of a certain tract of land, “to construct sidewalks on all streets where curbs and gutters are required, and alleys where they are required in accordance with approved plans and specifications,” and “at the Developer’s entire expense under County inspection.” It appears from the exhibits that the agreements were in the form of applications for County assistance, requesting the County to undertake and complete certain utilities and facilities and to pave the streets desig ⁴⁶⁷ nated on a development plat, at an estimated cost to be paid or reimbursed to the County. The amended bill alleged that the agreements were executed by the parties and duly approved by the County Commissioners on November 5, 1953, that the County had fully performed, but that Glendale had refused to do the work mentioned after request made on February 17, 1956. The amended bill further alleged that The Glendale Corporation, on February 29, 1956, filed and recorded Articles of Dissolution with the State Tax Commission, without performing the aforesaid covenants and agreements; that by custom and usage, a developer was required to have constructed and installed, at its own expense, utilities in the street beds, and to pave the streets, and to construct sidewalks within a reasonable time thereafter; and that such preliminary work had been completed in the spring of 1955.

Joined in the bill and amended bill, as party defendants, were the appellees, Lohr, Hoffmann and Blome, both as trustees of the dissolved corporation and individually. The prayers of the amended bill were that all the defendants be required to specifically perform the agreements, or, in the alternative, that the complainant be awarded money damages equal to the cost of installing the sidewalks in accordance with existing rates. Each of the defendants filed identical demurrers to the amended bill, stating: (1) that it was bad in substance, (2) that it was insufficient in equity, (3) that there was an adequate remedy at law, (4) that it does not allege facts sufficient to impose liability [on the particular defendant in each case], (5) that the amended bill is fatally defective as to form, and (6) for other good and sufficient reasons to be shown at the hearing on the demurrer. After hearing, the Chancellor, without dictating or filing any opinion or statement of his reasons, signed an order sustaining the demurrers.

From that action the appeal comes here. Numerous points are argued in the briefs. The appellant contends (1) that the fact that the contract calls for construction work is not a bar to specific performance, (2) that a local statute authorizes specific performance of agreements ⁴⁶⁸ for public works, (3) that difficulty of enforcement is no bar, (4) that directors may be sued as trustees after dissolution, (5) that even if there are difficulties in the way of enforcement, the court may award monetary damages, and (6) that the fact that the County has fully performed its undertakings makes it appropriate for