Brockmeyer v. Norris

Mitchell, J., delivered the opinion of the Court. The appeal in this case is from a decree of the Circuit Court for Anne Arundel County, dismissing the bill of complaint filed by the appellant, seeking reformation of a written agreement for the sale of a sub-division of land and the specific performance of the agreement as modified ; which decree embodied therein an award to the appellees for specific performance, requiring the appellant to consummate the purchase of said land in conformity with the terms of the agreement, as construed by the chancellor. In substance the bill alleges that on April 18th, 1938, James S. Robinson, Jr., executed an agreement in writing whereby he leased to Richard C. Brockmeyer, the appellant, certain land described therein, and embracing an option to the lessee to' purchase the demised premises within a specified period. ⁴⁶⁹ On May 10th, 1938, the appellant duly exercised said option by written notice to the lessor, who received said notice on the following day. Mr. Robinson died on May 12th, 1938, and the executrices under his last will and testament are accordingly parties to this suit in his stead.

It appears from the record that Robinson formerly was seised and possessed of a sub-division of land substantially bounded on the north by a county road; on the east in part by the Ritchie Highway and in part by the Baltimore and Annapolis Boulevard; on the south by the land of Charles L. Allen, which the latter had acquired from Robinson in 1931, and on the west by the right of way line of the Baltimore and Annapolis Railroad. The entire tract, as shown by “Defendant’s Exhibit B” and, as thus bounded, originally contained 23.43 acres, but, prior to the execution of said agreement, it is shown that the owner had conveyed a small part thereof, containing approximately six-tenths of an acre located adjacent to the Ritchie Highway, to the State Roads Commission of Maryland; the area of the land between the above indicated and well defined boundaries, actually owned by Robinson at the time of the agreement, being 22.83 acres. The description, in the agreement, of the land leased to the plaintiff with the option to buy, fixes the place of beginning as being the point of the intersection of the south side of the above county road with the west side of the Ritchie Highway; running thence in a westerly direction along the south side of the county road 1145 feet, more or less, to the line of the right of way of the Baltimore and Annapolis Railroad; thence southeasterly along the right of way line of said railroad 750 feet; thence northeasterly 850 feet, more or less, to a point on the Annapolis Boulevard 430 feet southerly from its intersection with the west side of the Ritchie Highway; thence northerly along the west side of the Annapolis Boulevard 430 feet to its intersection with said Ritchie Highway, and thence along the west side of said latter highway 370 feet, more or less, to the place of beginning, containing 17.8 acres of land, more or less. ⁴⁷⁰ There is no controversy as to the circumstances connected with the preparation and execution of the agreement. The same was drafted by the attorney for the appellant and the calls and distances were reached from an alleged plat which the appellant delivered to his said attorney for the purpose of the descriptive part of the agreement.

The latter was drafted in the attorney’s office in Baltimore City, out of the presence of Mr. Robinson, who at that time was indisposed and confined to his home. According to the testimony of the attorney, however, on the same day on which he prepared the agreement, accompanied by the appellant he visited the home of Mr. Robinson, and in the presence of the parties to the agreement verified the description used therein by comparing the same with a plat which, at the instance of Robinson, he secured from a desk in the latter’s room. The witness could not definitely identify a plat, or a blue print thereof, submitted to him in the course of his examination, as being the same plat which was used in verifying the description embraced in the agreement with Mr. Robinson; but the gist of his testimony is that Robinson then referred to the fact that he had conveyed, from his original holdings, a lot to one Allen, which lot, according to plats filed as exhibits in the case, extends along the southern boundary of the remaining Robinson land, and is bounded on the west by the railroad right of way and on the east by the Baltimore and Annapolis Boulevard. What is designated in the record as “Complainant’s Exhibit No. 1,” purporting to be a plat made by one “Disney” in February,-1920, the witness asserted was similar to the plat by which the verification were made, and he further testified that it was the purpose of both parties to the agreement and option, and his own objective in drawing the same, to embrace therein all of the land then belonging to Robinson, lying between the county road on the north, the Allen land on the south, the Baltimore and Annapolis Boulevard and the Ritchie Highway on the east, and the Baltimore and Annapolis railroad on the west.

No course or distance is shown on ⁴⁷¹ the “Disney” plat, along the line of the railroad, but upon that plat a scale of 200 feet to the inch is given, and by that scale the attorney testified he computed the distance between the county road and the Allen land, along the line of the railroad, to be 750 feet, and embraced that distance in the agreement. That distance, however, as established by recent surveys made at the instance of the respective parties to the suit, ranges from 998.25 feet according to a plat filed as an exhibit by the appellees, to that of 1006 feet according to a plat filed as an exhibit by the appellant. Accordingly, the land in controversy embraces a strip, containing 4.06 acres, which marks the northern boundary of the Allen property and extends from the railroad right of way on the west to the Baltimore and Annapolis Boulevard on the east or southeast, and it is the contention of the appellant that its exclusion from the operation of the terms of the agreement was solely due to a mistake concurred in by both parties to the agreement, and induced by an inaccuracy in the scale noted on the “Disney” plat. It is obvious that the alleged mutual mistake would have been readily avoided had the description embraced in the agreement omitted the element of distance along the line of the railroad, and the north line of the Allen property been designated as the southern boundary line of the property designed to be embodied in the agreement.

And that omission is explained by the draftsman of the agreement in his testimony with reference to its preparation as follows: “Q. This paper which is already identified as ‘Exhibit No. 2,’ (referring to a plat similar to the one originally furnished the attorney by his client), does not have any mention on it of Allen’s land? A. No it does not. Q. Nor of Allen’s line? A. No it does not.

Which is probably the reason I did not make the call in the description ‘to Allen’s line,’ because I did not know of Allen’s lot at that time, until I got up to Mr. Robinson’s house. * * * Q. Was any statement made by Robinson to you with ⁴⁷² regard to selling the land all the way to Allen’s land? Did he actually mention that the lot of Brockmeyer which was being sold would extend to the northern extremity of the Allen land? A. I don’t think it was said in so many words, but we all seemed to just understand it and just took for granted it was that way, and I am convinced that Mr. Robinson understood it that way. I did, and I am thoroughly convinced Mr. Robinson did and I know Mr. Brockmeyer did.” Reduced to its final terms, therefore, the prayer that the written agreement set forth in the bill of complaint be reformed so that the alleged mutual mistake referred to therein may be corrected, and the agreement as so reformed specifically enforced, is based upon speculative, rather than affirmative, testimony.

Furthermore, when it is recalled that the only testimony, bearing upon the incidents immediately connected with the execution of the agreement by Mr. Robinson, emanates from the attorney of the appellant, and must be considered without elucidation which the testimony of Mr. Robinson, if living, might reflect upon the facts and circumstances surrounding the execution of the agreement, it is obvious that the case is one which invites the most careful consideration of the chancellor, notwithstanding this observation is made without the slightest reflection upon the intergrity of the attorney who conducted the transaction involved. The general principles applicable to proceedings for the rescission or reformation of contracts are so fixed as to give rise to but little controversy, and in 5 Pomeroy’s Equity Juris., (2nd Ed.), sec. 2096, they are summarized as follows: Reformation is appropriate in cases of mutual mistake — that is, when an agreement has been made, or a transaction has been entered into or determined upon, as intended by all the parties interested, but in reducing such agreement or transaction to writing, through the mistake common to both parties, the written instrument fails to express the real agreement or transaction. In such a case the instrument may be corrected ⁴⁷³ so that it shall truly represent the agreement or transaction actually made or determined upon according to the real purpose and intention of the parties. It is to be observed that the mistake which is the ground for this relief must be in reducing the contract to writing. ‘In every case, it must clearly and satisfactorily appear that the precise terms of the contract had been orally agreed upon, and that the writing afterwards signed fails to be, as it was intended, an execution of such previous agreement, but, on the contrary, expresses a different contract.’ A court of equity will not make a contract for the parties.

The mistake may be either as to the contents or the effect of the instrument; but the mistake of both parties must be in regard to the same matter.” And in section 859 of the same authority, volume 2, pages 1756 and 1757, it is said: “The authorities all require that the parol evidence of the mistake and of the alleged modification must be most clear and convincing — in the language