White v. James Robertson Manufacturing Co.

Urner, J., delivered the opinion of the Court. The appellant, on March 28th, 1935, purchased from the Hotel Bayou Company all of its real and personal property at Havre de Grace, Maryland, for the sum of $65,'0’00. The written agreement of purchase provided that $5,000 of the stipulated price should be deposited with the Maryland Title Guarantee Company, pending conveyance of the property, and the balance within forty-five days. The purchase price having been paid in full, the property was conveyed to the purchaser toy deed dated April 29th, and duly recorded on May 8th, 1935.

After the payment of the whole consideration, but before the execution of the deed conveying the title, five creditors of the vendor obtained judgments on their claims. In order to restrain the creditors from efforts to enforce their judgments by execution against the property acquired under the contract and deed, the purchaser and grantee brought this suit in equity. The appeal is from an order by which a demurrer to the amended bill of complaint was sustained and the bill dismissed. It is not disputed by the appellees that ordinarily a judgment recovered against a vendor of property after the execution of a valid contract for its sale will not affect the vendee’s right to complete the "transaction and receive an effective conveyance of the title.

That princi ⁶⁹³ pie was reaffirmed and earlier cases applying it were cited, in Caltrider v. Caples, 160 Md. 392 , 153 A. 445 , and Colonial Building & Loan Assn. v. Boden, 169 Md. 493 , 182 A. 665 . But it is argued for the appellees that the present case is not within the rule applied by those decisions. The contention is that the bill of complaint does not show a right in the plaintiff to have his purchase consummated, inasmuch as certain terms of the contract of sale, exhibited with the bill, are not alleged to have been performed. It was provided by the contract that the vendor should furnish the vendee “promptly with a list of all outstanding indebtedness, secured or unsecured, now due and owing by the Hotel Bayou Company,” and “to convey all real estate and to assign and transfer all personal property and assets free and clear from the claims of all creditors, whether secured or unsecured.” The vendor agreed to comply with the terms of the Sales in Bulk Act (Code, art. 83, secs. 19-21).

There was a provision for the release of a second mortgage on the property. It was stipulated that the vendee should not be required to take title to the real estate “unless free