Baltimore County v. Glendale Corp., 184

• Decision Date: 14 April 1959
• Docket Number: No. 184,184
• Parties: BALTIMORE COUNTY, Maryland, v. GLENDALE CORPORATION et al.
• Court: Maryland Court of Appeals

Page 465

219 Md. 465

150 A.2d 433

BALTIMORE COUNTY, Maryland, v. GLENDALE CORPORATION et al.

No. 184.

Court of Appeals of Maryland.

April 14, 1959.

William E. Hammond, Reisterstown (Johnson Bowie and Walter R. Haile, Towson, on the brief), for appellant.

W. Lee Thomas, Towson (Proctor, Royston & Mueller, Towson, on the brief), for appellees.

Before BRUNE, C. J., and HENDERSON, HAMMOND, and PRESCOTT, JJ.

HENDERSON, Judge.

On February 21, 1957 the appellant filed a bill, subsequently amended, for specific performance of certain Public Works Agreements attached thereto, against The Glendale Corporation, alleging that Glendale had agreed, as a developer of a certain tract of land, 'to construct sidewalks on all streets where curbs and gutters and required, and alleys where they are required in accordance with approved plans and specifications,' and 'at the Developer's entire expense under County inspection.' It appears from the exhibits that the agreements were in the form of applications for county assistance, requesting the county to undertake and complete certain utilities and facilities and to pave the streets designated on a development plat, at an estimated cost to be paid or reimbursed to the county.

The amended bill alleged that the agreements were executed by the parties and duly approved by the County Commissioners on November 5, 1953, that the county had fully performed, but that Glendale had refused to do the work mentioned after request made on February 17, 1956. The amended bill further alleged that The Glendale Corporation on February 29, 1956, filed and recorded Articles of Dissolution with the State Tax Commission, without performing the aforesaid covenants and agreements; that by custom and usage, a developer was required to have constructed and installed, at its own expense, utilities in the street beds, and to pave the streets, and to construct sidewalks within a reasonable time thereafter; and that the work undertaken by the county had been completed in the spring of 1955.

Joined in the bill and amended bill, as party defendants, were the appellees, Lohr, Hoffmann and Blome, both as trustees of the dissolved corporation and individually. The prayers of the amended bill were that all the defendants be required to specifically perform the agreements, or, in the alternative, that the complainant be awarded money damages equal to the cost of installing the sidewalks in accordance with existing rates.

Each of the defendants filed identical demurrers to the amended bill, stating: (1) that it was bad in substance, (2) that it was insufficient in equity, (3) that there was an adequate remedy at law, (4) that it does not allege facts sufficient to impose liability on the particular defendant, (5) that the amended bill is fatally defective as to form, and (6) for other good and sufficient reasons to be shown at the hearing on the demurrer. After hearing, the Chancellor, without dictating or filing any opinion or statement of his reasons, signed an order sustaining the demurrers. From that action the appeal comes here.

Numerous points are argued in the briefs. The appellant contends (1) that the fact that the contract calls for construction work is not a bar to specific performance, (2) that a local statute authorizes specific performance of agreements for public works, (3) that difficulty of enforcement is not bar, (4) that directors may be sued as trustees after dissolution, (5) that even if there are difficulties in the way of enforcement, the court may award monetary damages, and (6) that the fact the county has fully performed its undertakings makes it appropriate for equity to require performance by the other parties, who have obtained the benefit thereof. The appellees contend (a) that directors may not be sued in their individual capacities, (b) that the suit is barred by limitations and laches, and this appears upon the face of the bill and opens it to demurrer, (c) that specific performance should not be granted where a lack of diligence appears, and (d) that specific performance...