Goszka v. Kleis

Parke, J., delivered the opinion of the Court. The present appeal is from a decree sustaining the demurrer to the bill of complaint of Walter Goszka, Helen Goszka, his wife, and Alexander Goszka against Frank M. Kleis and Anna L. Kleis, his wife, and dismissing the bill of complaint. The facts which are alleged, and admitted by the demurrer, will be briefly stated. On June 25th, 1930, Walter Goszka and Alexander Goszka, with Mary Filipowicz and Thaddeus Goszka, owned in fee simple a lot of land, with improvements, in Baltimore City; and on that day a contract of purchase and sale was entered into, which was reduced to writing, and signed by the defendants and Walter Goszka, and witnessed, apparently,- by Alexander Goszka.

The contract, however, purports to be between the two de ¹⁶⁹ fendants, who are termed vendors, and Walter Goszka and Helen Goszka, his wife, who are called vendees. By this agreement the vendees agreed to buy of the vendors their stock in trade and fixtures and business site in Annapolis, Maryland, for the sum of $18,000, upon the condition that, within one year of the date of the contract, the vendors or defendants would buy the said premises in Baltimore which were owned by Walter Goszka, Alexander Goszka, and Thaddeus Goszka, and Mary Eilipowicz, their sister, for the sum of $13,000. There are other provisions in the contract, but only those terms and details that are necessary have been stated. It has been observed that while both of the defendants signed the agreement, only Walter Goszka and Alexander Goszka signed, but the other two tenants in common, Mary Eilipowicz and Thaddeus Goszka, did not execute the written contract.

However, these last two had authorized and sanctioned the contract, and, for the purpose of performing the terms of this contract, all the tenants in common united in conveying the premises in Baltimore to a third party, who thereupon conveyed the said premises to Walter Goszka, who now holds the fee simple title .thereto, subject to the dower rights of the said Walter Goszka’s wife. The defendants have been paid the purchase money for the business and premises in Annapolis, and that branch of the contract is fully performed; but, in order to enable the plaintiffs to comply with the contract of purchase of the Annapolis property, they had to borrow money and to secure the payment thereof by the execution and delivery of two mortgages on the property in Baltimore which the defendants had agreed to purchase. This method of procuring the money to pay the defendants was known to them and done with their full approval, and the negotiations completed in their presence; and the plaintiffs have arranged to have said mortgages released and discharged of record simultaneously with the performance by the defendants of their contract. The plaintiffs further allege that they have performed all the undertakings on their part, save only such as cannot be performed ¹⁷⁰ •until the defendants comply with their promises under the contract, and that, although the year has ended, and the plaintiffs are and will be ready, able, and willing to convey the said premises to the defendants with a good and merchantable title in fee simple, free of all liens of any kind, and demand has been made upon the defendants to perform, they have failed and refused.

On these facts the chancellor refused to decree a specific performance by the defendants of their contract. In this there