Lucas v. Wagner

Singley, J., delivered the opinion of the Court. This is an appeal by Adam J. Lucas and George E. Kley from a decree of the Circuit Court for Garrett County dismissing their bill of complaint for specific performance of an agreement entered into by them for the purchase of some 200 acres of land owned by the appellee, Robert D. Wagner. Since Wagner rested at the end of the complainants’ case, the only evidence was that adduced by Lucas and Kley. The agreement entered into by the parties, which Lucas and Kley sought to enforce, was the epitome of simplicity: “On the date of March 11, 1972, I Robert Wagner agree to sell to Adam Lucas and George Kley the following items for the sum of $62,000: 1.

Approx 200 acres of farm land located 2 miles east of McHenry, Md. which includes all buildings and improvements on said, acreage — (Does not include my present home). 2. Farm equipment which consists of: a. milking equipment (tank etc.) b. barn cleaner c. silo unloader “It is understood that Adam Lucas and George Kley agree to pay the sum of $62,000 on or before May 15, 1972 providing that there is a clear title to said acreage and there is no liens against said equipment “It is understood that a bill of sale will be drawn up and final payment made on or before May 15, 1972. /s/ George E. Kley /s/ Adam J. Lucas /s/ Robert D. Wagner.” It was this agreement which was the root of the difficulty. Wagner owned a tract of some 275 acres. It seems to be ¹⁹⁰ conceded that he intended to retain title to the home place, as well as to certain undescribed acreage which he proposed to convey to his brother.

Additionally, it would appear that the agreement was subject to an earlier contract under which Wagner had undertaken to sell some 75-80 acres to Donald Glotfelty. Only the retention of the home place was referred to in the agreement. What seems to have happened was that Wagner had decided to give up farming, and was relying on realizing sufficient funds from the sales which he was making to satisfy the indebtedness on the farm, as well as amounts owed on certain equipment. When the results of a sale of equipment proved disappointing, with the consequence that he could not realize the amount which he needed, he refused to make settlement with Lucas and Kley.

The nebulous character of the understanding between the parties is perhaps best illustrated by the testimony of George E. Kley, who said he was the draftsman of the agreement: “Q. What happened on March 11, what did you observe? A. We— my brother-in-law had called Mr. Wagner that morning and said that I was in town and would like to come down and discuss the deal about selling the farm. We arrived there that morning, Adam Lucas and his son, Adam, Jr. and myself. Upon arriving there, I believe that Mr. Wagner was eating and he said that he would be a little while.

After he come out from eating, then we proceeded to walk the boundaries. Although Adam Lucas had already walked them prior to that and knew the area and the farm in question, he wanted me to see it and be satisfied with what we were buying. We walked all the — we walked the boundaries in question. Adam went with Wagner to every, I think every corner.

In particular, at one corner, little Adam and I stood up on a hill and we did not go down. Wagner told us about various things on the farm and happenings, and he pointed out that the ¹⁹¹ — on the Tower property how the dam had broken and he wanted — he wanted the dam water to go out and asked him if he would mind to let the water go into his drainage ditch. We went and saw various parts of the equipment and the back part of the farm et cetera. Q. Did you