Worthington v. Lee

Alvey, C. J., delivered the opinion of the Court. This is a case for specific performance of a covenant for renewal of a lease for ninety-nine years, renewable forever, and for an injunction to restrain an action of ejectment for the recovery of tbe premises. The relief prayed was granted by tbe decree of the Court below, and the defendants have appealed to this Court for a review. In 1772, Mrs. Areanna Erench, being tbe owner of. a certain lot or parcel of ground, situate in Baltimore Town, now city, leased the same to William Spencer,, for tbe term of ninety-nine years.

The annual rent reserved was the nominal suin of £1, and the lease contained the usual covenants with respect to improvements, the punctual payment of the rent reserved, with right of distress, and ⁵³⁴ right of re-entry and forfeiture of the term, for nonperformance of the covenants on the part of the lessee and his assigns. It also contained the covenant for renewal,, which is in the following form: “That the said Areanna French, her executors, administrators or assigns, shall, and will, upon the request, proper cost and charges, of the said William Spencer, his heirs, executors, administrators, and assigns, and ujron his or their paying, or tendering in payment, the sum of twenty shillings sterling money, as and in the name of a fine for renewment, at any time during the continuance of this demise, make and execute to him, the said William Spencer, his heirs, executors, and assigns, a new léase of the aforesaid demised ground and premises, for other ninety-nine years, to take effect and commence at the end of the term for which the same is hereby demised, under the same' rents, and with like covenants, clauses, and agreements as are herein contained, so that this present demise may be renewable and renewed forever.” It is also expressly provided, that in case of default in the payment of the rent reserved, “for the space of six months, next after any of the days or times on which the same ought to have been paid as aforesaid, the same being first demanded on the premises,” it should be lawful for the lessor or her assigns, if to her or them it should seem meet, to re-enter the demised premises, or any part thereof in the name of the whole, and the same again to have, hold, re-possess and enjoy, as of her or their former estate or title ; “and upon any such default as aforesaid, contrary to the true intent and meaning of these presents, these presents, and every clause, matter and thing herein contained, as from and against her, the said Areanna French, her heirs and' assigns, shall immediately thereupon cease, determine, and become absolutely null and void, to all intents and purposes whatsoever.” As will be observed, the covenants and clauses of the lease were not, in all respects, drawn with technical ⁵³⁵ accuracy; and in the covenant for renewal, the lessor did not covenant for herself, her heirs and assigns, but for herself, her executors, administrators or assigns. And if this were an action at law against the heirs of the lessor for a breach of that covenant, it being but a personal covenant, though running with the land, it might be a very serious question whether a recovery could be had, the heirs not being named in the covenant. Shep.

Touch., 178; Platt on Covenants, 449. But the application of the doctrine of specific performance does not depend upon any such technical distinction. While at law, contracts and covenants to sell, lease, or convey land, are considered simply as personal and executory contracts and covenants without reference to any trust or charge thereby created, yet, in the contemplation of a Court of equity, from the time of the contract or covenant, the vendor or lessor, and his heirs, or assigns, except where the latter may be protected for want of notice, are regarded as trustees for the vendee or lessee, and those who may represent him. Therefore, wherever the specific execution of a contract or covenant respecting lands would have been decreed as between the original parties, it will be decreed as between all persons claiming under them in privity of estate, or of representation, or of title, unless other controlling equities have intervened. 1 Sto.

Eg., secs. 788, 789, 790. And this without regard to the form or technical character of the contract. 1 Sto. Eq., secs. 714, 715 and 791. The allegations of the bill in this case are not sufficiently specific and definite in reference to the parties and their rights in the property involved.

Eor while we may well understand the difficulty, under the peculiar circumstances of this case, of so framing the bill as to present with precision the nature and the exact extent of the rights of each, and all of the parties who may make claim to the reversion; still, in order to obtain the relief sought, it is ⁵³⁶ necessary that the allegations of the hill should fully and exactly disclose the nature and extent of the legal rights and interests of those against whom the restraining and coercive power of a Court of equity is invoked. And as the hill is defective in this respect, it will have to he amended before relief can be granted, if the party be entitled to relief under the facts of the case. It appears from the evidence that Mrs. French, the original lessor, died without issue ; though it is alleged in the answer that she left a will, and that Robert R. Richardson, as her executor, received the rents that accrued under the lease for several years. Of the numerous parties made defendants, even supposing them all to be collateral heirs of the original lessor, it is more than probable that many of them are without interest, by reason of interruptions in the course of descent, by devises and other modes of disposition.

The Court cannot decree specific performance against parties, and enjoin legal proceedings by them, upon the mere assertion that they make some claim, whether that claim be well founded at law or not. In all cases like the present, if a. Court of equity interposes at all it is to restrain the assertion of the legal rightj simply because there is an equity that affects the conscience of the party having such legal right. Hence it is a settled principle that to entitle the plaintiff to the aid of the Court by way of injunction, to restrain proceedings at law, the substance of the ground of relief must not only be fully alleged, but the bill must show grounds upon which the action at law may be sustained; or otherwise the bill is demurrable.

In other words, the bill must show a real necessity for coming to the Court for the injunction. Balls vs. Margrave, 3 Beav., 284; D. S. & W. Railway Co. vs. Serrell, 2 DeG. & S., 353; Kerr on Injunctions, 16. Assuming, however, that the parties defendants may be shown to have an interest in the subject-matter, it ⁵³⁷ appears that the term or leasehold estate was acquired by Elizabeth Frisby, but how or from whom does not distinctly appear, and, perhaps, it is not now very material to inquire. She made a sub-lease in 1850 to Hugh .Donnelly, and the latter afterwards assigned that sub-lease to his wife; and it was under that sub-lease that Donnelly and wife became possessed of the property, at an annual rent of $219.

The residue .of the original term, together with the rent reserved on the sub-lease, by mesne assignments, as we gather from the documentary evidence in the case, became vested in Mrs. Rebecca Somerville ; and her executors, in 1864, under her will, sold the leasehold estate, with the rent reserved on the sub-lease, to Hugh Dooner, and conveyed the same, subject to the sub-lease, by terms appropriate to convey a reversionary fee simple estate, instead of a mere leasehold. In that deed, however, by express reference, the title is deduced from Elizabeth Frisby. And a few days thereafter, Hugh Dooner, by a like deed of a reversionary fee simple estate, conveyed all his right and estate, so by him acquired, to Mrs. Carroll, now Mrs. Lee, subject to the sub-lease to Donnelly, and she has been in the receipt of the rent reserved on that sub-lease down to the time of filing the bill in this case. The term of the original lease expired on the 1 st of May, 1871, and the bill in this case was filed on the 20th of Feb. 1878, — a little Less than seven years from the termination of the leasehold estate.

It does not appear that any rent has been paid on the original lease for fifty or sixty years preceding the expiration of the term. It is not shown, however, that there was any demand ever made, or that there was ever any re-entry attempted, for default of payment, or to forfeit the term, under the express conditions of the lease. °It is objected on the part of the defendants, that the plaintiff, Mrs. Lee, is not entitled to relief by specific execution of the covenant Lor renewal, upon several ⁵³⁸ grounds: 1st. Because she, and those under whom she claims, disclaimed and repudiated the estate and title of the superior landlord, by dealing with the property in a manner wholly inconsistent with the existence of the reversionary estate ; 2d. because of the default in the payment of the rent; and, 3d. because of the great lapse of time, after the expiration of the term, before making the application for relief. But, under the very peculiar circumstances of this case, this Court is of opinion that neither of the grounds of objection relied on, nor all of them combined, will afford sufficient reason for denying relief by specific execution of the covenant for renewal.

It is certainly true that if we were required to decide this case upon the strict doctrine.applicable to such cases that obtains in the English Court of Chancery, we should be bound to refuse relief. There, not only short delay in making the application, but any default in the performance of covenants that may he treated as conditions precedent to the right of renewal, such as those for the payment of rent, or the making of repairs, will defeat the claim to relief. Finch vs. Underwood, 2 Ch. Div. on App., 310.

But this Court, without departing from principle, has applied a more liberal doctrine to these cases than that applied in the English Courts; and it has done so with special reference to the peculiar nature and condition of the local titles that exist in the City of Baltimore. The reasons for this liberal application of established jsrinciples in the doctrine of specific performance, will he found fully stated in the recent cases in this Court of Banks vs. Haskie, 45 Md., 207 , and Myers, et al., Adm’rs of Presstman vs. Silljacks, 58 Md., 319 , and it is therefore unnecessary to repeat them here ; and applying the principle laid down in those cases to the present, we think there is no sufficient ground shown for refusing relief by specific performance, provided the proper parties are within the jurisdiction and power of the Court to execute the decree. ⁵³⁹ With respect to the objection taken, that the plaintiff, and those under whom she claims, had disaffirmed the title of the landlord, and thereby forfeited the lease, in our opinion, that objection is not well founded. It is very true, as contended by the defendants, that when the