Cecil Construction Co. v. Shlum

Urner, J., delivered the opinion of the Court. By an acknowledged and recorded agreement, dated July 8th, 1927, between Kabe Shlum and the Cecil Construction Company, a body corporate, it was provided that the company would make no objection “to the conversion into a store” of the leasehold property, belonging to Shlum, designated as No. 1104 North Eutaw Street in the City of Baltimore, or its use as a store, provided that ³¹⁴ such use should be limited to the purposes of a tailor shop in which Shlum should “conduct his business,” and that he should not at any time within ten years sell or lease the property to any person or corporation other than the Cecil Construction Company unless and until it should fail to carry out its therein expressed agreement for the purchase of the property, and that, if at any time within ten years Shlum should vacate the property, he would sell to the company his leasehold interest in it for the sum of $4,000, free of all encumbrances except the annual ground rent of seventy-two dollars to which it was subject; and the company agreed to purchase the property for $4,000 within thirty days after being notified in writing by Shlum of his intention to vacate, the terms of such sale to be cash, with taxes, ground rent and other expenses adjusted to the date of its consummation. The agreement purported to be made in consideration of the mutual promises therein contained and to be for, and obligatory upon, the original parties and “their respective executors, administrators, successors and assigns,” and to “run with and bind the land.” The bill of complaint exhibited the agreement just summarized, and alleged that the Cecil Construction Company, being the owner of a large apartment house and many other properties in the 1100 block on Eutaw Street, and being therefore interested in maintaining the good character and appearance of the neighborhood, purchased from Kabe Shlum the property known as 1106 on that street contemporaneously with the agreement relating to No. 1104, which was required by him as a condition to the sale of No. 1106 to the company; that Kabe Shlum, who occupied No. 1104 with his family, died intestate on September 2nd, 1927, leaving his widow, Sarah Shlum, |and his daughter, the plaintiff, as his only heirs at law, to whom the leasehold interest in the property affected by the agreement was distributed in due course of administration; that the undivided interest of the widow, by suitable conveyance methods, was converted into an estate in her for life with remainder to her daughter; that ³¹⁵ upon her father’s death the plaintiff and her mother remained in possession of the property until the widow’s death on April 18th, 1934, after which the plaintiff, feeling unable to care for the property any longer, notified in writing the Cecil Construction Company that she intended to vacate the premises and requested the company to comply with its purchase agreement within thirty days, but that the company refused compliance. It is the purpose of the suit to enforce the stipulated purchase upon the terms specified.

The appeal is from an order overruling a demurrer to the bill of complaint with leave to answer. It is argued for the appellant that the bill is demurrable on the following grounds: “1. That there was a breach of the condition as to use of the property by Kabe Shlum for his tailoring business, because his successor in the title could not be regarded as continuing his personal enterprise after his death, and that there was a further breach by the disposition of the widow’s interest as mentioned in the bill. “2. That the provision for a sale by Kabe Shlum to the Cecil Construction Company, if, at any time within ten years, he should vacate the premises, was personal to him and not referrable to the plaintiff as his