Robinson v. Johnson

⁶¹¹ Thomas, J., delivered the opinion of the court. The bill of complaint in this case was filed in the Circuit Court for Washington County for specific*; performance of an alleged contract of sale of the leasehold interest in a lot of land in Baltimore City, Maryland, known as No. 2212 Druid Hill Avenue. The contract sought to be enforced and filed with the bill is as follows: “This Agreement, Made this 29th day of May, in the year nineteen hundred and nineteen, between A. S. Johnson, of the first part, and Samuel E. Robinson, of the second part: “Witnesseth, That the said party of the first part does hereby bargain and sell unto the said party of the second part and the latter does hereby purchase from the former the following described property, situate and being in the City of Baltimore, State of Maryland, and known as No. 2212 Druid Hill Avenue, subject to a ground rent of one hundred dollars, at and for the price of twenty-two hundred dollars, of which fifty dollars has been paid prior to the signing hereof and the balance is to be paid as follows: Twenty-one hundred and fifty dollars in cash on or within sixty days from date. And upon payment as above of the unpaid purchase money a deed for the property shall be executed at the vendee’s expense by the vendor, which shall convey a good and merchantable title to the property to the vendee, taxes, ground rent, water rent, and' all other encumbrances to be allowed for or adjusted between the parties to the date of settlement. “Witness our hands and seals. “A. S. Johnson (Seal) per J. H. Bundy, Agent (Seal) “Samuel E. Robinson.

(Seal) “Test.” The bill, which was filed against Annie S. Johnson and John B. Johnson, her husband, after alleging that the plain ⁶¹² tiff entered into the “contract with the defendants through their agent, J. H. Bundy,” then states that the plaintiff placed the matter in the hands of his attorney, Thomas Oharles Williams, for the purpose of having the title examined, and that because of the great number of real estate transactions then taking place in Baltimore City, his attorney was unable to finish the examination of the title within the sixty days mentioned in the contract; that on the 30th of July, 1919, the defendants appeared in the office of said attorney and “then and there gave their assent to an extension of time for the settlement of said property”; that on the 7th of August, 1919, the plaintiff notified the defendants that he was ready and willing to settle for the property and requested them to be present at the time of said settlement, to wit: Monday, August 11th, at 1 P. M., but that the defendants failed to appear, and that he believes and avers that they do not intend to execute a deed to him for said property. The answer of the defendants admitted that they, through their agent, J. II. Bundy, on or about the 29th of May, 1919, agreed to sell the property to the plaintiff for the price named in the bill and in the alleged agreement filed therewith, but averred that the alleged contract filed with the bill was not a time copy of the agreement, in that it did not contain certain interlineations made by the defendants, as appeared from the duplicate of said agreement filed with their answer; that said interlineation related to the time of payment of the balance of the purchase-money and was as follows: “Cash on date of transfer and the date of transfer to be understood to be within thirty days.” The answer further alleges that, for some reason unknown to the defendants, settlement for the property was not made within thirty days from the date of said agreement “as they desired and stipulated,” or within sixty days from the date of the contract as stipulated in the alleged copy of the contract filed with the bill; that the defendants “stipulated for the time of settlement” because of the difficulty of renting property “under indefinite and un ⁶¹³ certain conditions as to the ownership! of property,” and that by reason of the failure of the plaintiff to comply with the terms of the agreement they suffered loss, because their tenants became aware of the pending sale of the property and “vacated the same at the first opportunity”; that the defendants went to Baltimore on the 29th of July for the purpose of closing the matter and receiving the balance of the purchase-money, but were there informed by plaintiff’s counsel that the sale could not be concluded for a week or ten days, and they were “then requested to sign some instrument of writing,” which they refused to do; that they did not assent to any extension of time, but, on the contrary, when they were advised that the settlement could not be made, they told the plaintiff that the deal was off, and they returned to Hagerstown. The plaintiff called J. H. Bundy as a witness, and he testified that he was in the real estate business; that a nephew of Annie S. Johnson, named Davis, told him that she wanted to sell the property; that he told Davis that he had a purchaser for the property, named Montell; that Montell looked through the house and offered $1800 for it, but that Annie B. Johnson refused to sell it for $1800; that he subsequently got an offer of $2100 for the property, but she refused to take that, and that he told Davis he should let him know if she sold the house; that he went to see the plaintiff and asked him if he wanted the property; that- after looking through the house the plaintiff told him that he would give $2100 for it, but that witness told him he could not get it for that; that plaintiff then told 'him that he would give him a check “for $50 deposit on the house,” and that if she would accept he would take it for $2200; that he, witness, then drew up the contract filed with the bill, and he signed it as agent, and the plaintiff signed it, and he then sent it and the check to Annie S. Johnson in Hagerstown to see if she would approve or accept it, and that when it came back to him it was “just as it is there,” that is, like the copy filed with the bill, which was ⁶¹⁴ “an exact copy.” On cross-examination he testified that Davis authorized him to sell the house, told him that Annie S. Johnson -wanted to sell it; that he sent the contract to the defendant, Annie S. Johnson, for her approval, and did not know whether she would accept it or not, that it was sent to her for her approval or rejection, and that when the defendant returned the contract to him it contained the interlineation to which we have referred, and that he then gave the contract to the plaintiff on the day he received it; that he did not communicate with Annie S. Johnson after the contract was returned to him, and did' not see her again until he saw her at the office of counsel for plaintiff on July 30th, when she came to Baltimore to receive the money for the property; that on July 30th counsel for plaintiff told the defendants that he was not ready to settle that day, but that they could sign the deed and then return to Hagerstown, and that he would be ready in a few days,, but that John B. Johnson then said that if they could not settle that day the deal was off; that they all then left the office of counsel for plaintiff and went to the elevator, and that while they were at the elevator Annie S. Johnson said to the plaintiff, “You come to the house and it will be all right and I will fix the matter with you.” On re-examination he said that after he received the contracts from the defendants he did not write them that plaintiff had accepted it, and that the only thing he wrote them after the contract was returned to him was when he wrote them what day to come down to B'altimore for a settlement.

The plaintiff testified that he never met the defendants until the 30th of July, 1919, when he met them at his counsel’s office, and that the entire negotiations had been carried on through J. H. Bundy; that after he got the contract back he went to see his attorney and told him about it, applied to him for a loan on the property, and authorized him to make an examination of the title; that he did not hear anything further from Bundy or the defendants until a few days ⁶¹⁵ before the 29th of July, when Bundy told him that the defendants would be down on that day for a settlement, and that he then notified his counsel to that effect; that he met the defendants and Bundy at his counsel’s office on the 30th of July; that his counsel then said that he was not quite ready, that he was waiting for the lien sheets from the city hall; that John B. Johnson said they wanted to settle that day, and that his counsel told him that everything was ready except the lien sheets and that if the defendants would sign the deed they could go, and as soon as he got the lien sheets they could get the money, but that John B. Johnson said the deal was off; that they all then left his counsel’s office, and that John B. Johnson told him that if he was buying the property for himself he could let him know when the papers were ready, but that if he was buying it for his counsel the deal was off; that he told Annie S. Johnson that he could not say definitely when he would be ready to settle, but that he would let her know as soon as his counsel notified him, and that she said “that would be all right,” and told him to meet her that night, but that instead of meeting her at the time appointed he called her up and she told him to see her counsel, “Mr. MeGwinn,” if he desired any further information; that the next thing he did, after he was told by his counsel that he was ready, wais to notify John B. Johnson by registered letter that they would be ready to settle; that in accordance with said notice he went to his attorney’s office on August 11th, but that the defendants did not appear; that he then went immediately to MeGwinn’s office and asked him what he was going to do about it, and that he replied that he was