Scarlett v. Stein

Robinson, J., delivered’the opinion of the Court. This suit was brought to recover a balance of purchase money alleged to he due on the following contract: “I have purchased this day, June 22nd, 1869, from Sam’l Stein, Esq., lots 1 to 24 inclusive—Stein’s Addition to G-alesville—as per agreement. Wm. Gr.

Scarlett.” “Received, Balto., June 22nd, 1869, from Wm. Gr. Scarlett, one hundred dollars, on account of, and being part of eighteen hundred dollars purchase money of section 1 to 24 inclusive—Stein’s Addition to G-alesville—balance of purchase money to be paid within thirty days from date— said Stein giving said Scarlett proper title. Samuel Stein-.” ⁵²⁵ The tract of land of which lots No. 1 to 24 formed part, was purchased on the 3rd June, 1869, hy Stein, the appellee, of Alexander B. Hagner, Esq., trustee to sell the same under a decree of the Circuit Court of Baltimore city.

In consequence of the absence of Mr. Hagner, in Europe, Mr. Randall was appointed trustee to complete the trust, and on the 31st of January, 1810, he conveyed the property to Stein, and on June 14th, 1810, Stein tendered to the appellant a deed of lots No. 1 to 24, which the latter declined to accept. There was no tender of the purchase money by the appellant within the thirty days prescribed by the contract for its payment, nor was there any demand made upon the appellee for a deed, or any objection when tendered, that it was not within the time mentioned in the contract. The main questions presented by this appeal are: 1st. Whether the failure on the part of the appellee to tender to the appellant a deed of title within thirty days, discharged the appellant from all liability under the contract ? 2nd.

Whether the appellant was induced to purchase the property by the fraudulent misrepresentations of the appellee f Parties may, no doubt, make time an essential part of a contract, and in such cases, the failure by one of the parties to perform his part of the obligation within the time prescribed, discharges the other from all liability under the contract. Whether time is to be considered as of the essence of the contract, must, of course, depend upon the intention of the parties. When this intention is expressed in clear and unambiguous terms, the contract must speak for itself, and the liability of the parties must be determined by the plain and obvious meaning of the language used. If, however, this intention is not expressed in clear and direct terms, Courts may look to the acts and conduct of the parties, in order to find out the meaning which they them ⁵²⁶ selves have put upon the contract.

There is no clause in the agreement before us providing that it shall be null and void upon the failure of either the appellant to pay the purchase money, or the appellee to convey the legal title, within thirty days—the provision, in this respect being: “balance of purchase money to he paid within thirty days from date, said Stein giving said Scarlett proper title.”, If there be any difficulty as to the interpretation of this agreement, looking to the face of the paper itself, it is very clear, we think, when viewed in the light of the circumstances surrounding its execution, and of the acts and conduct of the parties thereto, subsequent to its execution, that time was not intended to he a material part of the contract. As we have before said, there was no offer by the appellant of the purchase money, nor any demand for a conveyance of the legal title, nor is there any allegation that he was injured by not getting the title within the time prescribed by the agreement. On the contrary, the whole proof shows that he denied all liability under it, upon the sole ground that he had been induced to make the purchase by the fraudulent representations of the appellee. This brings us to the question as to whether there was any evidence, legally sufficient, which the Court ought to have submitted to the jury, tending to prove that the appellant had been induced to sign the agreement in question by fraudulent'representations of the appellee.

Whatever conflict there may be in the reported cases, as to what is necessary to constitute fraudulent representations on the part of the vendor, they all agree that if a party makes a representation of