Smith v. Biddle

Grason, J., delivered the opinion of the Court. This appeal is from a decree entered by the Circuit Court of Baltimore City for the specific performance of a contract. The contract is in writing, under seal, executed the 25th day of April, 1946, by George W. Evans, Attorney for Sarah Smith, vendor, and Douglas L. Biddle, vendee. The property is known as 905 Madison Avenpe, and is subject to an annual ground rent of $65.

It is a two- ³¹⁷ story structure, the upper floor being occupied by Sarah Smith, as an apartment, and the lower floor is used as a tavern and lunchroom, where beer and light wines are sold. The purchase price for the property is $4,000, of which $500 was paid to Evans at the time of the signing of the contract, and the balance of the purchase price was to be paid by “a mortgage or mortgages to be arranged by the vendor on a building and loan association plan without bonus.” The contract provided that if the vendee failed to get a light wine and beer license it was to be void and the down payment of $500 was to be refunded. It contained the usual provision that upon payment of the unpaid purchase money a deed was to be executed at the vendee’s expense by the vendor, which would convey a good and merchantable title. Taxes, ground rent, water rent and all public charges were to. be paid or allowed by the vendor to date of settlement, which "shall be within 45 days from the date hereof.” The first floor of this property, used as a tavern, had been vacant for nearly a year before the signing of the contract.

Hawkins and Bost held a license to sell beer and wine at this place and that license was duly transferred to the vendee. George W. Evans is a lawyer and settled the estate of the husband of the vendor about a year ago, and since that time he has been counsel for the vendor. She wanted to sell this property on Madison Avenue, and placed the same in his hands to procure a purchaser. He had two offers, one for the sum of $5,500, and another for the sum of $4,250.

These negotiations failed because the prospective vendees could not raise the money to pay for the property. The third offer, of $4,000, was made by the vendee, accepted, and resulted in the signing of the contract involved in this case. Evans was carrying on negotiations with the vendee, and the transfer of the wine and beer license from Hawkins and Bost to the vendee gave some concern. They wanted to effectuate this transfer before the old license to Hawkins ³¹⁸ and Bost expired.

Evans made a hurried trip from New York to Baltimore, met Biddle and one or two other men at his office, and the contract in question was drawn .up and executed. The vendor was not present at that time. The evidence is that Evans then called the vendor over the telephone, explained the matter fully and read the contract to her, named the contract price of $4,000. Evans testified that the vendor told him to put the matter through, which he did.

In order to effectuate the transfer of the license it was necessary to procure the signature of the owner of the property. The purchaser and his attorney went from Evans’s office to the home of the vendor, and she signed the necessarjr paper for the transfer of the license. They say that she was told that day of the purchase price. Evans did not go to the home of the vendor on that occasion, because he had to return immediately to New York for business purposes.

All of the witnesses to the transaction testified that the vendor knew that the property was being sold for $4,000. The only evidence in contradiction is the testimony of the vendor. She repudiated the matter and contends that she did not authorize Evans to sell the property for a sum less than $4,500. Appellee seems to think that Rule 9 of this Court, relating to appeals generally, and Section 40 of Article 5, Code, 1939, bar the appellants from raising in this court matters not presented and argued before the chancellor, but we will pass the matter with the comment that this court will always inquire into the question of whether a contract sought to be specifically enforced is in form that the law requires.

Certainly our rule, and the provisions of the code cited, would not bar this court in an inquiry as to whether a contract for the sale of land was violative of the Statute of Frauds, or whether a third party had authority to sign a contract on behalf of the vendor; or whether the contract was so uncertain and duplicitous as to be unenforceable. ³¹⁹ It will not be necessary for us to engage in a discussion of the many interesting points raised in appellants’ brief, inasmuch as we are of opinion that the contract is so vague and uncertain as to render it unenforceable.