Taylor v. Gross

Hammond, C. J., delivered the opinion of the Court. In a trial before Judge Dyer sitting without a jury to recover damages for breach of contract, the appellee Gross proved that he and the appellants, Mr. and Mrs. Taylor, entered into a written agreement under which the Taylors promised to buy from Gross 9980 shares of stock he owned in a corporation named American Continental Industries, Inc. (ACI) at a price of $10.00 a share; that he duly tendered the stock to the Taylors and that they refused to live up to their agreement and did not consummate the purchase of the stock. The Taylors offered no defense or rebuttal to the proof that they had breached their contract, relying entirely on a claim that Gross had not properly established the amount of his loss. Judge Dyer entered judgment for Gross in the amount of $99,800 — 9980 times $10.00 — plus an attorney’s fee of $5,000 (the contract provided that in the event of its breach by the Taylors, they would pay “reasonable attorney’s fees”).

Judge Dyer’s findings on which the judgment for the loss was based were these: “In the instant case, the breach of the agreement occurred in the late spring of 1968. An effort was made by the plaintiff to sell his stock and fix a value thereof during the summer of 1968 by placing in a broker’s hand for disposal, ⁷¹³ with no success. The bankruptcy of the corporation in question occurred in the fall of 1968. “It seems that the plaintiff did all that could be done to ascertain a standard of damages other than that fixed in the agreement. Since the plaintiff was unable to determine a value of the stock at the time of the breach of the agreement and up to and including the date of bankruptcy of the corporation, then the agreement must control.

Therefore, the only value of the stock is that determined by the parties themselves, and that is $99,800.00.” The contentions of the Taylors are that the true measure of damages under the circumstances should be the difference between the agreed price and the value of the stock at the time of the breach, Levine v. Chambers, 141 Md. 336 ; that Gross did not show that the stock had no value and further did not show that he made reasonable efforts to determine the value of the stock at the time of the breach. The