MANNING-SHAW REALTY CO., INC. v. McConnell

McWilliams, J., delivered the opinion of the Court. A real estate broker has appealed from a summary decree denying it a commission. The facts from which this simple question stems are as sparse as they are unusual. They appear to be as follows.

The McConnells (sellers) employed appellant (the broker) to find a buyer for their home. In September of 1962 the broker brought them a contract which provided for the sale of their property (724 Denison Street, Baltimore) to Frank H. Phillips and his wife (buyers) for $6,000, subject to a $78 ground rent and called for (among other things) a down payment of $400, a deposit of $150 to be used for settlement costs, and a commission to the broker of 6% of the sale price plus one-half of the annual ground rent. Although time was declared to be of the essence a date for the completion of settlement was not stated. The paragraph which will be our principal concern is as follows: ⁵⁸² “Balance in cash on date of settlement as follows: A $4000.00 mortgage to Parkwood Building and Loan Association, payments on which are not to exceed $18.00 per week, and a second mortgage in the amount of $1600.00 to the sellers, for five years, with interest at six per cent, payments not to exceed $3.00 per week.” The contract was signed by both sellers and buyers, apparently on 13 September 1962.

On 10 October 1962 the broker sent a letter to the buyers notifying them that settlement would take place at the office of J. Calvin Carney, Esq., at 3 :00 P.M. on Tuesday, 16 October. The letter instructed them to bring cash or a cashier’s check for the balance of the settlement money but no amount was stated. The buyers neither replied to the letter nor appeared at the appointed time; indeed, nothing more was heard from them until 22 January 1964, fifteen months later, when they filed their bill of complaint in the Circuit Court for Baltimore County asking that the contract be declared null and void and that their money be refunded. Buyers, in their bill, allege advising sellers they had “little cash reserve” and “less borrowing power” and that sellers told them they (sellers) would “obtain the necessary mortgage” and make such other “suitable” arrangements as might be necessary, all of which, say the buyers, the sellers failed to do.

Attached to the bill as an exhibit was the contract which they assert is “uncertain, indefinite and vague in its terms” and therefore unenforceable. In their answer sellers deny receiving any money, declaring it to be in the possession of the broker. They deny also any conversations with buyers touching upon any plan for financing the sale and, they declare, they were “ready, willing and able” to complete the sale. They challenge the assertion the contract is “uncertain, indefinite and vague” claiming it to be “definite and clear.” 1 They say buyers not only have forfeited the down pay ⁵⁸³ ment but they are also liable to sellers for $2,500 in damages because, having vacated the property before the settlement date sellers were later obliged to sell it for $2,500 less than the agreed price ($6,000).

Sellers filed, simultaneously with their answer, a third party proceeding against the broker, in which they admit the broker was acting as their agent but they say that they had no knowledge of any promises, such as alleged by buyers. They demand judgment against the broker for “all sums which may be” awarded against them in favor of buyers. The broker in its answer to the third party claim denies having made any promises to buyers concerning the procurement of mortgage money or the making of any other “suitable arrangements” claiming it has earned a commission of $399 as a result of the sale. Its answer did not, however, allege that the contract of sale was enforceable.

In fact, it is completely silent in this regard. Eighteen months later buyers moved for a summary decree against sellers. Shortly thereafter sellers moved for a summary “judgment” against the broker for $550. At the