Moran v. Hammersla

Delaplaine, J., delivered the opinion of the Court. This suit for specific performance was brought by Albert L. Hammersla and wife to compel William M. Moran and wife to convey to them the land improved by a building containing a store-room and two apartments at 4726 Frederick Avenue in the City of Baltimore. The amended bill of complaint alleges that defendants, in a lease of the store room to Frank H. Drager and wife from October 16, 1939, to October 16, 1946, granted to the lessees, their personal representatives and assigns, the right to purchase the property at any time during the lease at the price “at which said property could then be sold to anyone else than said lessees, a ground rent of ninety dollars per year, capitalized at what it shall be then fairly worth, to be accepted by the sellers as part of said purchase price.” The bill then alleges that in March, 1941, the lessees assigned the lease, including the option, to complainants; and in August, 1946, after Home Builders of -America, Inc., had made a bona fide offer to purchase the property from defendants for the sum of $15,500, complainants exercised their option by agreeing to pay defendants $15,500 for the property in fee simple, or $13,863.64 if defendants should retain a ground rent of $90 per year capitalized at $1,636.36, or any other amount for which the property could be sold to any one else; but that defendants have nevertheless refused to convey the property to them. Defendants demurred to the amended bill, and they are appealing from an order overruling their demurrer. ³⁸¹ It is a fundamental rule that a court of equity will not decree specific enforcement of any contract unless its terms are so expressed that the court can determine with reasonable certainty what is the duty of each party and the conditions under which performance is due.

Gelston v. Sigmund, 27 Md. 334, 343 ; Texas Co. v. United States Asphalt Refining Co., 140 Md. 350 , 117 A. 879 ; Anshe Sephard Congregation v. Weisblatt, 170 Md. 390 , 185 A. 107 ; Trotter v. Lewis, 185 Md. 528 , 45 A. 2d 329 ; Smith v. Biddle, 188 Md. 315 , 52 A. 2d 473 ; 2 Restatement, Contracts, sec. 370. The terms of an option to purchase, like any other agreement, must be clear and definite, and the price of the property is an essential term. On this appeal it is unnecessary to consider the validity of the first provision of the option agreement that the lessees, their personal representatives and assigns, have the right to purchase the property at any time during the lease at the price “at which said property could then be sold to any one else than said lessees.” For there have been positive decisions of this Court under which we must hold indefinite the second provision of the option agreement: “a ground rent of ninety dollars per year, capitalized at what it shall be then