Strawn v. Jones

Digges, J., delivered the opinion of the Court. In the case before us, appellants, Harry and Faber Strawn, docketed a bill of complaint in the Circuit Court for Prince George’s County, seeking specific performance of a real estate contract they allegedly entered into with Nathan Jones, one of the appellees. The other appellee, Shiloh Baptist Church of Ardmore, filed a cross-complaint asking that an agreement it had with Jones to buy the same land be declared valid and effective. Judge Loveless in considering this matter dismissed the initial bill and held that the pact between Jones and the church was binding.

From that ruling this appeal is taken. The sequential development of the facts, though basically uncontroverted, is complex and needs to be set out in some detail. It begins on October 13, 1967 when Faber Strawn, professing to be a representative of Harry, signed a contract “H. O. Strawn by Faber W. Strawn” in an attempt to purchase a 9/10 acre tract of land in ⁹⁷ Prince George’s County from its owner, Nathan Jones. There was a stipulation in the agreement that: “Settlement on this contract is contingent upon and will be immediately after settlement of the contract between H. O. Strawn and Washington Suburban Sanitary Commission for the property on the S.E. corner of Brightseat Road and Ardwick Road, Ardmore, Maryland.” As of May 21, 1969, some nineteen months later, this condition had not been satisfied and Jones informed appellants of his intention to declare the contract null and void if there was no settlement within ten days.

In response Faber requested a thirty day extension which was denied. Prior to these communications, Jones, apparently sensing that his agreement with the Strawns would never be brought to fruition and encountering financial difficulties, contracted on March 3, 1969 to sell this same land to Roland Kenner, who was acting on behalf of the Shiloh Baptist Church. Kenner, before signing this agreement, was informed of the earlier contract with Strawn but was assured by Jones that it had been previously terminated. On November 17, 1969, for some unexplained reason, another contract, this time between Jones and the Shiloh Church itself, was entered into for the same fraction of an acre.

Faber Strawn in the interim, became aware of the new buyer around the “early summer” of 1969 when he noticed Shiloh’s trustees clearing off the land. He stopped and in the ensuing conversation even compared the terms of his contract to the church’s. Finally, on March 4, 1970, nearly two and one-half years after the Strawn-Jones compact, appellants notified Jones’ attorney of their intention to effectuate the terms of the agreement, though still admitting that no settlement with the Sanitary Commission had yet occurred. Their letter stated: “It appears that the contingency will be taking place within the next month or so and this letter ⁹⁸ is simply to put your client on notice that Mr. Strawn will be ready to settle per the terms of the contract as soon as the contingency is met.” Appellee promptly answered that he considered “the contract is null and void.” The Strawns then brought suit in equity for specific enforcement.

On appeal the following questions are presented by appellants for our consideration: does the agreement comply with the provisions of the Statute of Frauds; was there mutuality of remedy; and if settlement is to occur in relation to a specific event, does the law impute that event must take place within a reasonable time. Under our view of this case, however, we need not focus on any of these issues since we find there is no proof that a contract between Nathan Jones and Harry Strawn ever actually existed. It is well established law that an agent can enter into a contractual relationship with a third party to the extent of that agent’s prescribed authority. Whittle v. Brown, 217 Md. 161, 168 , 141 A. 2d 917 (1958) ; Daskais v. Kline, 188 Md. 541 , 53 A. 2d 289 (1947) ; Brown v. Hogan, 138 Md. 257 , 113 A. 756 (1921).

And any document signed for the principal by a representative having proper verbal authority will satisfy the provisions of the Statute of Frauds. Whittle v. Brown, supra at 167. Appellants here are seeking refuge in this law and claim that Harry empowered Faber to execute all the documents necessary to purchase Jones’ land. In order for the Strawns to prevail on this point they must prove that Faber not only was Harry’s agent but that he also had the proper authority to bind his principal to the transaction.

A review of the record discloses that this burden has not been met. The only evidence which in any way supports appellants’ position is the testimony of Faber Strawn, who on this particular subject stated: “Q. Who signed the name H. O. Strawn? A. I did. Q. On what basis?

A. On the basis that I had been given permission to represent him. ⁹⁹