Gill v. Wells

• Decision Date: 07 March 1883
• Parties: JOHN GILL v. ANN WELLS.
• Court: Maryland Court of Appeals

59 Md. 492

JOHN GILL v. ANN WELLS.

Court of Appeals of Maryland

March 7, 1883

APPEAL from the Circuit Court of Baltimore City.

The bill of complaint in this case was filed by the appellee against the appellant to enforce the specific performance of a contract of sale of a farm in Howard County. The defendant answered the bill; and instead of taking testimony under a commission, the case was submitted upon an agreed statement of facts. The Court (DOBBIN, J.) passed a decree for the specific execution of the contract. From this decree the respondent appealed. The case is further stated in the opinion of this Court.

The cause was argued before MILLER, STONE, ALVEY, ROBINSON, and IRVING, J.

James Mackubin, for the appellant.

Henry E. Wootton, for the appellee.

MILLER J., delivered the opinion of the Court.

It is a principle, obviously just, in the law relating to the specific performance of contracts, that the vendee is entitled to have that for which he contracts, before he can be compelled to part with the consideration he agreed to pay. He is not bound to take an estate fettered with incumbrances by which he may be subjected to litigation to procure his title; and in a contract such as is sought to be enforced in this case, the vendee is not bound to accept anything short of an unincumbered legal estate in fee, the title to which is free from reasonable doubt. Buchanan vs. Lorman, 3 Gill, 77; Owings vs. Baldwin, 8 Gill, 350; Fry on Specific Performance sec. 573; Waterman on Specific Performance sec. 411. The rule that the title must be free from reasonable doubt is comparatively modern, for it was at one time held to be the duty of the Courts in all cases of specific performance to decide either for or against the validity of the title, and compel the purchaser to take it as good or dismiss the bill on the ground that it was bad; and the departure from the old rule was often deprecated by Lord ELDON, and notably in the case of Vancouber vs. Bliss, 11 Ves., 458. The modern doctrine however is sustained by abundant authority both in England and in this country, and is ably vindicated by Mr. Fry in his excellent book on Specific Performance of Contracts, a passage from which on this subject is well worth quoting. "The rule," says the learned author, "has also been objected to as being logically absurd as well as practically injurious; for every title it is said is good or bad, and if so, the Court ought to know nothing of a doubtful title. But, notwithstanding such doubts, it may be submitted that, having regard to the nature of a suit for specific performance, the rule in question is necessary in point of practical justice and correct in reasoning. It must be remembered that the decree of the Court in such a suit is a judgment in personam and not in rem; that it binds only those who are parties to the suit and those claiming under them, and in no way decides the question in issue as against the rest of the world; and that doubts on the title of an estate are often questions liable to be discussed between the owner of the estate, and some third person not before the Court, and therefore not bound by its decision. If, therefore, there be any reasonable chance that some third person may raise a question against the owner of the estate after the completion of the contract, the Court considers this to be a circumstance which renders the bargain a hard one for the purchaser, and one which in the exercise of its discretion it will not compel him to execute. Though every title must in itself be either good or bad, there must be many titles which the Court cannot pronounce with certainty to belong to either of these categories, in the absence of the parties interested in supporting both alternatives, and without having heard the evidence they might have to produce, and the arguments they might be able to urge; and it is in the absence of these parties that the question is generally agitated in suits for specific performance. The Court when fully informed must know whether a title be good or bad; when partially informed, it often may and ought to doubt." Fry, secs. 575, 576.

As to what doubts will be sufficient no general rule can be laid down. In the case of Dobbs vs. Norcross, 24 N. J. Eq. Rep., 327, the Chancellor said: "Every purchaser of land has a right to demand a title which shall put him in all reasonable security, and which shall protect him from anxiety, lest annoying, if not successful suits, be brought against him, and probably take from him or his representatives land upon which money was invested. He should have a title which shall enable him not only to hold his land, but to hold it in peace; and if he wishes to sell it, to be reasonably sure that no flaw or doubt will come up to disturb its marketable value." But a threat or even the possibility of a contest, will not be sufficient. The doubt must be considerable and rational, such as would and ought to induce a prudent man to pause and hesitate; not based on captious, frivolous and astute niceties, but such as to produce real bona fide hesitation in the mind of the Chancellor. Waterman on Spec. Perf., sec. 412. We are therefore required to determine whether, in view of the law as thus stated, the title, in the present case, tendered by Mrs. Wells to Mr. Gill, to the farm, the subject of the contract between them, is so far free from reasonable doubt, as to justify the affirmance of the decree ordering the contract to be specifically executed. That title may be briefly stated as follows:

Mrs Wells became the purchaser of the farm at a trustee's sale, under a decree in equity. The sale was made on the 20th of March, 1860, and the deed to her from Mr. Hagner, the trustee, was not made until the 12th of August, 1881. The proceedings in the equity case have been offered in evidence, and without going largely into details, they show that Mrs. Wells, and her infant daughter, were, in 1853, the devisees of the farm under the will of Dr. Wells, the deceased husband of Mrs. Wells, and the father of the infant, who was his sole heir at law. Mr. Geo. Wells had also a contingent interest in it under the will, which, however, ceased on the 27th of January, 1861, when the daughter attained the age of eighteen. Throwing out of view, as we may, this contingent interest, the infant, by the terms of the will, became the owner in fee, of the whole estate, subject to a life estate of her mother in one-half of it. The mother was the testamentary guardian of the infant, and in July, 1858, she filed in the Circuit Court for Howard County, where the land was situated, a bill for a sale thereof, consenting to a sale of her life estate, and alleging that it would be for the interest and advantage of the infant, as well as of all others interested therein, that the same should be sold, and the proceeds invested under the order of the Court, subject to the provisions of the will. The infant answered by guardian ad litem, and George Wells, the other defendant, also answered, assenting to a sale, so far as his contingent interest was concerned, upon condition that the proceeds be invested as prayed by the bill. Proof was then taken, sustaining the averments of the bill as to the propriety of the sale, and in September, 1858, a decree for a sale in the usual form was passed by the Court. Mr. Hagner, the trustee, had the property surveyed, and after several ineffectual offers sold part of the land to Mr. Baldwin at private sale, on the 16th of February, 1860, and afterwards, on the 20th of March following, sold the rest of it (being the farm in question) at public sale to Mrs. Wells, for $11,885. By the terms of the decree one-third of the purchase money was to be paid in cash on the day of sale, or the final ratification thereof, and the residue in two equal annual instalments, the whole to bear...