Coleman v. Applegarth

Alvery, C. J., delivered the opinion of the Court. Coleman, the appellant, filed his bill against Applegarth and Bradley, the appellees, for a specific performance of. what is alleged to be a contract made by .Applegarth with Coleman for the sale of a lot of ground in the City of Baltimore. The contract, upon which the application is made, and which is sought to be specifically enforced, reads thus: “For and in consideration of the sum of five dollars paid me, I do hereby give to Charles Coleman the option of purchasing my lot of ground, northwest corner, &c., assigned to me by Wright and McDermot, by deed, dated, &c., subject to the ground rent therein mentioned, at and tor the sum of $645 cash, at any time on or before the 1st day of November, 1886.” It was dated the 3d of Sept., 1886, and signed by Applegarth alone. The plaintiff, Coleman, did not exercise his option to purchase within the time specified in the contract; but he alleges in his bill that Applegarth, after making the contract of the 3d of Sept., 1886, and before the expiration of the time limited for-the exercise of the option, verbally agreed with the plaintiff to extend the time for the exercise of such option, to the 1st of December, 1886.

It is further alleged that, about the 9th of Nov., 1886, wjthout notice to the plaintiff, Applegarth sold, and assigned by deed, the lot of ground to Bradley, for the consideration of $700; and that, subsequently, but prior to the 1st of December, 1886, the plaintiff tendered to Applegarth, in lawful money, the sum of $645, and demanded a deed of assignment of the lot of ground, but which was refused. It is also charged that Bradley had notice of the optional^ right of the plaintiff at the time of taking the deed of a.| signment from Applegarth, and that such deed was marl in fraud of the rights of the plaintiff under the contract Sept. 3d, 1886. The relief prayed is, that the deed 1 Bradley may be declared void, and that Applegarth niel be decreed to convey the lot of ground to the plaintijj ²⁷ upon payment by the latter of the $645; and for general relief. The defendants, both Applegarth and Bradley, by their answers, deny that there was any binding contract, or optional right, existing, in regard to the sale of the lot, as between Applegarth and the plaintiff, at the time of the sale and transfer of the lot to Bradley ; and the latter denies all notice of the alleged agreement for the .extension of time for the exercise of the option by the plaintiff; and both defendants rely upon the Statute of Frauds as a defence to the relief pra yed.

The plaintiff was examined as a witness in his own behalf, and he also called and examined both of the defendants as witnesses in support of the allegation of his bill. ^But, without special reference to the proof taken, the questions that are decisive of the case maybe determined upon the facts as alleged by the bill alone, in’connexion with the contract exhibited, as upon demurrer; such facts being considered in reference to the grounds of defence interposed by the defendants. The contract set up is not one of sale and purchase, but simply for the option to purchase within a specified time, and f r a given price. It was unilateral and binding upon one party only. There was no mutuality in it, and it was binding upou Applegarth only for the time stipulated for the exercise of the option.

After the lapse of the time given, títere was nothing to bind him to accept the price and convey the property ; and the fact that this unilateral agreement was reduced to writing added nothing to give it force or operative effect beyond the time therein limited for the exercise of the option by the plaintiff. It is quite true, as contended by the plaintiff, that, as a general proposition, time is not deemed by Courts of equity as being of the essence of contracts; and that, in perfected contracts, ordinarily, the fact that the time for performance has past will not be regarded as a reason for withholding ²⁸ specific execution. But while this is the general rule upon the subject,'that general rule has well defined exceptions, which are as constantly recognized as the general rule itself. If the parties have, as in this case, expressly treated time as of the essence of the agreement, or if it necessarily follows from the nature and circumstances of the agreement that it should be so regarded, Courts of equity will not lend their aid to enforce specifically the agreement, regardless of the limitation of time. 2 Sto.

Eq. Juris., sec. 776. Here, time was of the very essence of the agreement, the nominal consideration being paid to the owner for holding the property for the specified time, subject to the right of the plaintiff to exercise his option whether he would buy it or not. When the time limited expired, the contract was at an end, and the right of option gone, :if that right has not been extended by some valid binding agreement, that can be enforced. ' This would seem to be the plain dictate of reason, upon the terms and nature of the contract itself; and that is the plain result of the decision of this Court, made in respect to an optional contract to purchase, in the case of Maughlin vs. Perry & Warren, 35 Md., 352, 359, 360 .

As must be observed, it is not alleged or pretended that the plaintiff attempted to exercise his option, and to complete a contract of purchase, within the time limited by the written agreement of the 3rd of Sept., 1886. But it is alleged and shown that before the expiration of such time, the defendant, Applegarth, verbally agreed or promised to extend the time for the exercise of the option by the plaintiff, from the 1st of Nov. to the first of December, 1886; and that it was within this latter or extended period, and after the property had been sold and conveyed to Bradley, that the plaintiff proffered himself ready to