Resthaven Memorial Gardens, Inc. v. Snyder

Marbury, J., delivered the opinion of the Court. This appeal is from the Circuit Court for Frederick County where Judge Clapp issued an order sustaining the demurrer of the defendant-appellee Rena Snyder, surviving wife of Paul R. Snyder, originally named as a co-defendant, to the amended bill of complaint filed by the plaintiff-appellant, Resthaven Memorial Gardens, Inc., in which it sought specific performance of an option allegedly owned by it. The option involved was for the purchase of a twenty acre tract of land located in Frederick County, about five miles north of the city of Frederick on U. S. Route No. 15. This was part ■of a 228 acre tract owned in 1960 by Ellis O. and Christine A. Ramsburg.

In August 1960 the Ramsburgs executed the option ⁷¹² in favor of Martin F. and Roberta K. Sweeney. The optionees, as provided in the instrument, were given the right to exercise the option on or before November 1, 1964, and settlement was to be within thirty days, at an agreed price stated in the option. On December 24, 1960, the Ramsburgs conveyed to Mr. and Mrs. Sweeney a thirty acre parcel adjacent to the twenty acres described in the option. Thereafter the Sweeneys organized the appellant corporation and conveyed to it the thirty acre parcel on which a memorial park type cemetery was constructed and operated by the corporation.

The Ramsburgs later conveyed the remainder of their farm to Paul L. and Rena Snyder subject to the purchase option on the twenty acre parcel. On or about June 29, 1962, Richard F. Cody Associates, Inc., pursuant to a written contract, purchased the stock and all the assets of the appellant corporation with the exception of certain notes receivable. An amendment to the contract recited that it “contemplated” the assignment to the purchaser of the option to purchase the aforementioned twenty acre tract. Some time in October of 1964 the appellant alleged that acting through its president, Richard F. Cody, it gave seasonable notice to Mr. Ramsburg and the Snyders that it had elected to exercise the purchase option.

It further alleged that within the thirty day settlement period it tendered full payment for the property but that the Snyders refused to convey the twenty acre parcel. On November 20, 1964, the Sweeneys executed a confirmatory assignment in favor of the appellant corporation, reciting that it was for the purpose of confirming the assignment allegedly made when Resthaven was sold to Richard F. Cody Associates, Inc. The Snyders still refused to convey the twenty acres, contending that the purchase option was not assignable and, at any rate, that if there was an assignment it was made subsequent to the date on which the option expired and therefore was of no effect. The appellant’s bill seeking specific performance of the option agreement, was countered by a demand on the part of the appellee for the production of the written instrument effecting the assignment. The appellant produced the amended agreement of purchase and sale of 1962 and the confirmatory assignment of November 20, 1964.

The