Talbott v. Maryland Silicite Co.

Boyd, C. J., delivered the opinion of the Oourt. This is an appeal from, an order ratifying a sale made by John B. Gray, attorney named in a mortgage given by the Maryland Silicate Corporation, a body corporate^ incorporated under the laws of Maryland, to; the; Maryland Silieite Company, a corporation incorporated under the; laws of ISTew York. The sale was duly reported to the court, an order nisi passed, and exceptions filed by Prank B. Talbott, a judgment creditor of the mortgagor. The reasons assigned for excepting to the sale are : “1.

That the price obtained for said property was grossly inadequate. “2. That the sale was not so advertised as to bring the best results. “3. That the mortgage in these proceedings, while after mentioning the real estate conveyed, said (practically), ‘and all the machinery, tools, chattels and other personal property on said property used in the prosecution of the business carried on therein.’ “4. Because the chattels and utensils were not specifically mentioned, but that in the mortgage which was recorded among the land records, and not in the chattel records, there was no specific mention, of these tools, chattels and utensils, and it further provided for the sale of any goods, chattels or ntensils substituted for those then in possession, when the same should become useless. “5.

And for other reasons to he, shown at the hearing.” ⁶⁵⁶ There is no evidence in the record that the price obtained for said property was, grossly inadequate. The exceptant himself was the only witness produced on that subject. He was asked, “How many acres of land are in the tract and what improvements ?” and answered, “About 1201 acres improved by one six-room house and one barn.” He was then asked, “What is the value of it as a farm?” and replied, “About $5,000.” Mr. Talbott was local manager of the corporation, and as such had charge of mining, drying, shipping and grinding of the product. He was asked the cost of production per ton, and said, “About $12.00,” and then in reply to what was the sales price per ton, said “$17.50 f. o. b. plant.” He stated that they had shipped the last year of work about three hundred tons and he was, informed by Mr. Weed, who had a controlling interest in the old company and sold -to the new company, that he used to' ship' several thousand tons per year.

When asked how hei accounted for the falling off in the shipments, his reply was, “Because the company did not furnish sufficient means to work the mines.” He also said that all orders were not filled, “because there was no stock on hand and no money for production.” He did say that in his opinion the amount of silicate that could be mined was “almost inexhaustible.” When asked, “What is your opinion of the value of this property, if financed and worked ?” be said: “My opinion as local manager is that if the plant is properly financed and worked, would produce a large income, but tbe present company did not finance it to produce these results.” As be said he was to get $150 a month as manager, and the last year of work there were about three hundred tons shipped, at a profit, according to his figures, of $5.50 a ton, f. o. b. plant, it would seem that a sale¡ of the property at $10,500, s-uhject to a prior lien of $1,500, was not a grossly inadequate price. The property did not bring enough to pay off the mortgage in full. There is, no evidence an the subject of the value except that of Mr. Talbott, referred to above, and there can be no doubt that there is no evidence which would under ⁶⁵⁷ tlie authorities justify the court in setting aside this sale on the ground that the price obtained was grossly inadequate. Hoi* is there any evidence to sustain the second exception— that the sale was not so advertised as to bring the best results.

The mortgage provided for giving twenty days’ notice in some newspaper published in Calvert County, and such other notice as by the mortgagee, its successors or assigns, may be deemed expedient. The report of sale shows that the sale ivas advertised for at least three successive weeks in two newspapers published in Calvert County, and further1 notice by hand bills posted in conspicuous places and distributed by mail and otherwise. Ho evidence is offered to. show that advertising in any other way ivould have produced different-results — much less,