Unitas v. Temple

RODOWSKY, Judge. The late Raymond V. Rangle, M.D. (Rangle) died intestate in June 1983 at age sixty-seven. After his death his long time fiancee and lover, Janet Marsha Temple (Temple), the respondent, brought this action to enforce an alleged oral contract under which Rangle was to provide for Temple in his will.

Although Rangle’s estate included realty, the circuit court held that the statute of frauds was inapplicable because of part performance by Temple. The Court of Special Appeals agreed. Unitas v. Temple, 74 Md. App. 506 , 538 A.2d 1201 (1988) (Wenner, J., dissenting). Because the evidence relied upon by the courts below does not constitute part performance as a matter of law, we shall reverse.

Rangle and Temple began dating in 1968. He was then fifty-two years of age and had been practicing medicine since 1943. His 1943 marriage, which was childless, ended in a 1966 divorce. In 1968 Temple was a twenty-six year old divorcee with one child, Janet Custer Temple (Janet), who was born in 1964.

Rangle’s next of kin was his sister, Julia Unitas, now deceased. She had one child, Anthony J. Unitas (Unitas). Rangle and Unitas grew up in the same household and were only six years apart in age. Unitas was the best man at Rangle’s wedding.

The trial court found that “[although ⁶⁹² [Rangle] spent less time with [Unitas] after [Rangle’s] relationship with [Temple] commenced, [Rangle] never severed his ties with [Unitas] nor did [Rangle] desire to do so.” After Rangle’s death, Julia Unitas renounced in favor of her son who, in his capacity as personal representative of Rangle’s estate, is the petitioner before this Court. In 1971 Rangle employed Temple in his medical office. In addition to her duties in connection with the medical practice, Temple later assisted Rangle in the management of and bookkeeping for his investment properties. By 1982 Temple’s salary for this office work was almost $20,000 per year.

The trial court found this salary to be “adequate for the type of work she performed and the level of skills she possessed.” Rangle was also a lawyer. He had graduated from law school in 1965 and had been admitted to the bar in 1971. He did not maintain an office for the practice of law. Rangle was appointed as a part-time assistant state’s attorney by former Baltimore City State’s Attorney William A. Swisher and Rangle devoted two half-days per week to those duties.

The trial judge found that, from the time Rangle and Temple began dating until Rangle’s death, they were “constant companions virtually without interruption.” The court gave the following description of their relationship: “Even though [Temple] and her daughter lived with [Temple’s] parents near Annapolis, and [Rangle] lived in Baltimore, they spent almost all their waking hours together. They attended all social and family functions togethér, and [Rangle] ate dinner with [Temple] at her parents’ house several times each week. As far as [Temple’s] household was concerned, [Rangle] was one of the family. [Rangle] and [Temple] had [an] abiding love for each other, which continued unabated until his death. [Rangle] also gave [Temple] substantial gifts over the years, including jewelry and furs. [Rangle] also cared a great deal for ... Janet and constantly gave her gifts and paid substantial monies for her private school education. ⁶⁹³ In most respects, he treated her as if she were his daughter. “In 1976 [Rangle] and [Temple] became engaged, as evidenced by a four-carat diamond ring [Rangle] presented to her.

Although [Temple] was willing, [Rangle] kept evading marriage. This led [Temple], on several occasions, to leave [Rangle’s] employ and companionship, but they were short-lived and each time [Temple] and [Rangle] reconciled.”[ 1 ] On August 14, 1980, the couple obtained a marriage license which was never used. Temple testified that Rangle insisted upon getting an antenuptial agreement and an accompanying Last Will and Testament in order to arrange his affairs preliminary to marriage. In November of 1980, at Rangle’s request, one of his former professors at law school, Julius Isaacson, Esq.

(Isaacson), prepared a draft of a prenuptial agreement which was never executed. Under that draft Temple would have renounced all interest in Rangle’s estate and received a lump sum, the amount of which was left blank in the draft. In mid-August 1981, when Temple was about to leave for an annual family vacation in Ocean City, Maryland, she told Rangle that she would not be returning to her job at his office. She explained: “We had a very heated discussion about having had the marriage license for a year____ It had expired, and we had not used it.

We hadn’t gotten married. I was really, really upset, and I said, ‘This is it, Raymond. You have ⁶⁹⁴ had a year to get your affairs in order, to get the will together, to get the antenuptial agreement. It is over.’ ” By the first of October, Temple had come back to Rangle.

She testified that she did so because she loved him, she knew that he needed her, and he said that he was getting his affairs in order preliminary to marriage. Rangle’s accountant was Bernard Carton (Carton) who is both a C.P.A. and an attorney. In July of 1982, when Carton was in Rangle’s office to prepare quarterly governmental reports, Rangle gave Carton instructions for a will, which Carton prepared by August. That paper writing (the Carton Will) was signed by Rangle sometime between September 27 and October 6, 1982, but was never attested and signed by two witnesses.

See Md.Code (1974), § 4-102 of the Estates and Trusts Article. The Carton Will would have created a trust, the income from which was to be used for tuition, including post-graduate studies, for Janet and the balance of the income was to be paid to Temple for life, so long as she remained single. Temple never knew the terms of the Carton Will during Rangle’s lifetime. The theory of the complaint in the instant action, and the theory on which Temple presented her case to the circuit court, was that the oral contract was formed around the end of September 1982 and that Rangle had promised to leave Temple his entire estate.

The events of those days were summarized by the trial court as follows: “[Temple’s] concern over her status with [Rangle] became pronounced in March, 1982 because she had then reached her fortieth birthday and was still not married. This concern reached its zenith on 9/27/82 when [Temple] told [Rangle] in her most emphatic terms thus far that, since [Rangle] had not yet made any provisions for [Temple’s] future despite his past promises and since she was already 40 years old, she was leaving [Rangle] for good. [Temple] left the office; [Rangle] was extremely distraught. For the next few nights, [Rangle] came to [Temple’s] house and tried to assure [Temple] and her parents that her fears were unfounded and that [Temple] ⁶⁹⁵ didn’t have to worry about her pension or future financial security.” Temple and her parents testified 2 that Rangle stated in unequivocal terms that if Temple would return to work and resume their social relationship, he would make a will leaving his entire estate to Temple. On October 6, 1982, Rangle again met with Isaacson and gave him instructions for an antenuptial agreement and complementary will provisions.

At that time Rangle delivered to Isaacson a photostat of the Carton Will, undated and unwitnessed, but bearing Rangle’s signature. The drafts prepared by Isaacson in general provided for Rangle’s entire estate to go to Temple at age sixty if, at the time of Rangle’s death, she and Rangle were married and living together and if, by that age, she had not remarried. Upon failure of those conditions, half of Rangle’s estate would go to Unitas and his relatives, and the other half to Janet. Rangle never signed any of these documents.

Nor did Rangle ever show these documents to Temple. By October 12, 1982, Temple was back at work full time in Rangle’s office. She had apparently gone into the office a few days earlier for the purpose of bringing the ledgers up to date in preparation for the quarterly visit by Carton. At that time she had filled out a check on Rangle’s account in payment of Carton’s services for preparing Rangle’s will.

Temple testified that she returned to full-time work because Carton’s bill evidenced that Rangle “was doing what he [had] told [Temple] he was going to do.” On Saturday, April 23, 1983, at the close of office hours, Rangle asked Temple and another employee to witness his will which he then signed in their presence. The trial judge found that the document then signed by Rangle was the Carton Will, a copy of which Rangle had previously signed and delivered to Isaacson. Temple testified that Rangle ⁶⁹⁶ asked her if she would like to read the document and that she replied “Dr. Rangle, if this is what you told me you were going to do, it is not necessary for me to read it.” The trial court found that after Rangle had signed, but before the witnesses had signed, a telephone call from a patient “diverted everyone’s attention.” Temple testified that Rangle was in a rage because there was an abnormality in the patient’s blood tests and Rangle had not been advised of that fact before the patient had telephoned. Rangle gathered up all of his papers and left the office.

Rangle died suddenly on June 27, 1983, leaving no will and no widow. A copy of the Carton Will, undated and unwitnessed, but signed by Rangle, was found in a manila envelope in the trunk of his car. In that envelope were separate sheets containing longhand notes. The trial judge interpreted these notes to involve changes to the Carton Will “so as to leave everything to [Temple] upon her reaching 50 and remaining single, but if that gift fails, the estate is to pass in its entirety to [Temple’s ] direct descendants.” The contents of those notes were never communicated to Carton or anyone else before Rangle’s death.

Based upon the testimony of witnesses other than Temple and her parents, and based upon “certain actions” of Rangle, the trial judge concluded that he could not find an oral agreement in absolute terms that “if [Temple] would return to work and to him, [Rangle] would make a will leaving his entire estate to [Temple].” The circuit court, however, went on to make the following findings of ultimate fact: “It is clear, however, that [Rangle] did make an affirmative promise to [Temple], the import of which was that he would provide for her upon his death in a manner fully adequate to make her financially secure. This assurance was necessary to, and did in fact, induce [Temple] to resume her employment and personal relationship with [Rangle]. But for this promise, [Temple] would not have returned to [Rangle] as regards either relationship, vocational or social. [Rangle] never did articulate to [Temple] the manner in which he would make her financially se ⁶⁹⁷ cure, but the minimum manner in which he intended to implement the promise is reflected in the Carton will which he subsequently signed on two separate occasions.” The circuit court further concluded that Rangle’s promise to provide for Temple was enforceable despite the statute of frauds because the doctrine of part performance “was satisfied when [Temple] resumed her employment and social relationship with [Rangle]. Although the value of [Temple’s] employment services can be readily ascertained, the value of the personal or social services cannot.

And [Temple] would not have resumed one type of service without resuming the other. As to the personal aspects of the relationship, ‘it is impossible to restore the parties to their original position.’ [Hanson v. Urner, 206 Md. 324 ,] 332[, 111 A.2d 649, 652-53 (1955).] Without [Rangle’s] promises, [Temple] would not have fulfilled her part of the bargain by returning to [Rangle]. The resumption of their relationship was incalculable to both parties. Based on these facts, it must be readily concluded that the agreement was fair and reasonable, it was founded on adequate consideration, [Temple] fully complied with her part of the bargain, and it would be so unfair to [Temple] as to be tantamount to a fraud to deny enforcement of the agreement.” The circuit court granted specific performance and imposed a trust on Rangle’s estate.

The terms of the trust were those found in the original Carton Will. Both parties appealed. Temple asserted that the circuit court had erred in failing to find and enforce an oral contract to give the entire estate to her. The Court of Special Appeals found there was sufficient evidence to support that aspect of the trial court’s findings.

Temple has not sought further review in this Court on that aspect of the case. On the personal representative’s appeal the Court of Special Appeals held, inter alia, that the trial court was not ⁶⁹⁸ clearly erroneous in finding that but for Rangle’s promise to make Temple financially secure, Temple “ ‘would, not have returned to [Rangle] as regards either relationship, vocational or social.’ ” 74 Md. App. at 522 , 538 A.2d at 1209 . The court said that the foregoing finding of fact “clearly establishes the requisite degree of part performance.” Id. That legal conclusion was predicated on the following rationale: “Applying the test set forth in Hamilton v. Thirston, 93 Md. 213 , 48 A. 709 [ (1901) ], the act ‘ “would not have been done unless on account of the agreement.” ’ Id. at 219 , 48 A. 709 (quoting Lord Hardwicke in Lacon v. Mertins, 3 Atk. 4), the trial judge found that Dr. Rangle had agreed to make appellee financially secure if she would return to his employ and social life. [Temple] did indeed resume her employment and personal relationship with Dr. Rangle, making what was for her, under her then circumstances, a most critical decision.” Id. at 521, 538 A.2d at 1208 .

In his dissent Judge Wenner took a substantially different view of the doctrine of part performance. He would have reversed because Temple’s “acts evidence her love and desire to marry Dr. Rangle and might well have been done without the existence of any contract.” Id. at 533 , 538 A.2d at 1214 . Thus, the circuit court and the Court of Special Appeals view the statute of frauds to be inapplicable under the doctrine of part performance where the oral promise induces the conduct relied upon as part performance. On that analysis the law concerning part performance is a matter of causation.

Here, causation is clearly a question of fact on which the trial court’s conclusion is amply supported. In this Court Temple stands firmly on the legal analysis by the lower courts and submits that we do not sit as a six person and one alternate jury. Judge Wenner, on the other hand, viewed part performance as having an evidentiary component. Under Judge Wenner’s theory, the conduct relied ⁶⁹⁹ upon as part performance must itself provide evidence of the oral contract.

As explained below, we agree with Judge Wenner. Because of the importance of resolving this substantial difference of opinion on the law of part performance, we do not address other intriguing issues which are raised by the statement of facts and which are or might be embraced within our grant of the personal representative’s petition for certiorari. 3 In stating the reasons for our holding we shall first explain why the statute of frauds and the doctrine of part performance are applicable. Next we shall review that aspect of the doctrine which requires that the part performance relied upon be referable to the oral contract. Our review shall give particular attention to an overstatement of the requirement in the Maryland cases.

Finally, we shall show how the conduct relied upon by Temple fails as part performance even under a relaxed statement of the requirement. (a) The English Statute of Frauds, 29 Charles II, Ch. 3, § 4 (1677), 2 Alexander’s British Statutes 690 (Coe’s ed. 1912), was in effect in Maryland until its repeal by Ch. 649 of the Acts of 1971. The “land contracts” clause of § 4 was replaced by a more modernly phrased statute, Md.Code (1974, 1988 Repl.Vol.), § 5-104 of the Real Property Arti ⁷⁰⁰ cle. 4 Contracts to devise only realty, as well as entire and nonseverable contracts to devise realty and to bequeath personalty, were within the “land contracts” clause of the fourth section of the English statute. See Hamilton v. Thirston, 93 Md. 213, 218 , 48 A. 709, 710 (1901); 2 A. Corbin, Corbin on Contracts § 398 (1950) (Corbin); B. Sparks, Contracts to Make Wills 42 (1956) (Sparks).

Decisions applying the “land contracts” clause of the English statute are precedents in applying § 5-104. See Litzenberg v. Litzenberg, 307 Md. 408, 415 , 514 A.2d 476, 479 (1986). Temple does not contend that the oral contract found by the trial court is severable between realty and personalty. Consequently, this case presents a statute of frauds problem. 5 Of course, if the Carton Will had contained a recital that it was made in compliance with a contract between Rangle and Temple, Rangle’s unwitnessed signing of the document could have furnished the memorandum which would satisfy the statute of frauds.

Absent any qualifying memorandum, Temple and the courts below looked to part performance, a doctrine developed in equity. ⁷⁰¹ “By a course of judicial development, the statute has become inapplicable in [part performance] cases, in spite of the fact that they are clearly included within its words. Part performance of a contract for the transfer of land does not take the case out of the statute; but it may be of such a character that it will take the statute out of the case.” Corbin, § 420, at 452 (footnote omitted). ' “[T]he authorities are clear that the doctrine of part performance is peculiar to chancery and is not regarded at law to take a case out of the statute.” Hamilton v. Thirston, 93 Md. 213, 219 , 48 A. 709, 711 (1901). Unless the facts relied upon by Temple presented a case for equitable relief, she would have no basis to argue part performance and no remedy on the oral contract. Whether the breach of the contract in this case gives rise to equitable relief is not clear-cut.

Rangle’s promise to provide for Temple’s financial security by a testamentary trust as set forth in the Carton Will, in consideration for Temple’s promise to resume employment and the couple’s social relationship, is a contract for personal services. Temple’s promise has been fully executed. Cf. Fitzpatrick v. Michael, 177 Md. 248 , 9 A.2d 639 (1939) (executory contract to render personal services as nurse, chauffeur, companion, gardener and housekeeper not specifically enforceable under the general rule by either party).

But Temple’s services in the medical office were adequately compensated and she disclaimed any expectation of compensation for the social relationship. 6 Under these circumstances it is unclear that the personal service factors alone would warrant the exercise of equitable powers. The lower courts also emphasized Temple’s change of position in resuming both relationships, a change found by the circuit court to have been induced by Rangle’s promises. When she learned of the ⁷⁰² breach, it was too late to reverse the decision she had made. We shall assume that this estoppel aspect of the case satisfies historic equity jurisdiction and that the case is one in which we may consider whether part performance avoids the statute of frauds defense.

Both lower courts also utilized Temple’s resumption of her antecedent relationships with Rangle as the conduct which constituted part performance, in the belief that Rangle’s inducement made that conduct part performance. In so holding, those courts misinterpreted our cases. (b) “[P]art performance will not make an oral contract enforceable unless it is such as to be directly ‘referable’ to that contract. There is so much variation in the ordinary wordings of this requirement that it cannot be reduced to any very definite form; it must be explained rather than stated.

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