Greenfield v. Heckenbach

• Decision Date: 01 May 2002
• Docket Number: No. 1779 September Term, 2000.,1779 September Term, 2000.
• Citation: 797 A.2d 63,144 Md. App. 108
• Parties: R.D. GREENFIELD, et ux., v. Udo HECKENBACH, et al.
• Court: Court of Special Appeals of Maryland

797 A.2d 63

144 Md. App. 108

R.D. GREENFIELD, et ux., v. Udo HECKENBACH, et al.

No. .

Court of Special Appeals of Maryland.

May 1, 2002.

Richard A. DeTar (Miles & Stockbridge, P.C., on brief) Easton, for appellants.

Benjamin Rosenberg (Anne Kelly Laynor, Rosenberg, Proutt, Funk & Greenberg, LLP, Baltimore, Willard C. Parker, II and Leigh R. Melton, Easton, on brief) for appellees.

Argued before DAVIS, SALMON, BARBARA K. HOWE, (Ret., Specially Assigned), JJ.

SALMON, J.

In late 1997, Robert D. Greenfield and his wife, Marguerite Greenfield ("the Greenfields"), bought, for 1.6 million dollars, a 24.5 acre improved parcel of land located in Talbot County, Maryland. The sellers of the property were Udo Heckenbach and his wife, Cornelia Heckenbach ("the sellers" or "the Heckenbachs"). Approximately twenty-one months after the purchase of the property, the Greenfields sued the Heckenbachs claiming that, prior to the sale, the Heckenbachs either fraudulently or negligently misrepresented their development plans for an adjoining parcel of land—which the Heckenbachs also owned. According to the complaint, the misrepresentations by the Heckenbachs induced the Greenfields to make the 1.6 million dollar purchase.

The two main counts in the Greenfields' complaint were tort claims for which the plaintiffs sought damages or, alternatively, equitable relief (injunction). The Greenfields did not allege that the Heckenbachs breached the contract for the sale of the land.

One of the primary contentions advanced by the Heckenbachs in the lower court was that the parol evidence rule acted as a complete bar to the introduction into evidence of any pre-contractual representations made by the sellers that would add to or vary the written sales contract. This contention was accepted by the trial judge and ultimately led to his grant of summary judgment in favor of the Heckenbachs as to the two main counts.

The exclusionary effect, if any, of the parol evidence rule in a tort action often presents thorny issues. See Weisman v. Connors, 312 Md. 428, 456-57 n. 4, 540 A.2d 783 (1988)

.¹ In the case at hand, we are called upon to resolve some of those issues.

Broadly speaking, the main question presented is whether the trial judge was legally correct in granting the Heckenbachs' motion for summary judgment as to Count I (fraud) and Count II (negligent misrepresentation). In view of the nature of that broad question, the facts set forth in Part I are presented in the light most favorable to the Greenfields, the non-prevailing party below. See Md. Rule 2-501; see also Jones v. Mid-Atlantic Funding Co., 362 Md. 661, 676, 766 A.2d 617 (2001)

. It should be noted, however, that many of these facts are disputed by the Heckenbachs.

I.

In 1997, the Heckenbachs owned and resided at "Windrush Farm" located in Royal Oak, Maryland. The Heckenbachs wanted to sell Windrush Farm and with that goal in mind listed the property with a real estate firm known as Sharp, Critchlow, Nash & Crouch ("SCN & C"). Their asking price was $1,950,000. SCN & C prepared a brochure that included the following description of the property and its environs:

[A]n area of large farms and estates known as Deep Neck, "Windrush Farm" will take you back in time with its meticulously restored and renovated 19th century farm house, guest house, horse stable, pump house and numerous other dependencies including a tenant house, pool and pool house, tennis court, three-bay garage, and barn. A recent visitor affectionately described this property as being like "a little village," and indeed it does recall the age of self-sufficient farms and southern plantations.

Complimenting this idyllic setting you will find a fruit orchard, fenced vegetable garden, rose and perennial gardens, pasture, woodland and according to a local tree and landscape expert, "perhaps the finest variety of trees on any one estate in Talbot County."

The main house, a classic, vernacular Eastern Shore farm house (stately and at the same time understated and unpretentious), offers over 4,500 sq. ft. of living space and provides incredible natural and unspoiled southwesterly views across Irish Creek and the Choptank River from nearly every room....²

(Emphasis added.)

Windrush Farm is adjoined by a twenty-two acre, unimproved parcel of land known as "Windfield Farm." That farm is also owned by the Heckenbachs.

In July 1997, the Greenfields learned from Francis Maffitt, a realtor employed by SCN & C, that Windrush Farm was available for purchase. Cornelia Heckenbach, one of the sellers, was the listing agent for the property and an agent of SCN & C.

The Greenfields had direct negotiations with the Heckenbachs about the purchase of Windrush Farm, starting in late July or early August 1997. During these discussions, the Heckenbachs told the Greenfields that they owned Windfield Farm and that they intended to construct a main house, garage/apartment, pool, and timber pier on that land. Because Windfield Farm was situated between Windrush Farm and Irish Creek, the Greenfields asked the Heckenbachs how this building project would impact the water view from Windrush Farm. According to the Greenfields, the Heckenbachs told them that they would "not construct anything on [Windfield Farm] ... that would obstruct clear view [from Windrush Farm] across Irish Creek and the Choptank River or significantly block the view down Irish Creek."³

In addition to the more general representation that they would not "construct anything" on Windfield Farm that would obstruct the purchasers' clear view across Irish Creek and the Choptank River, or significantly block the view from Windrush Farm down Irish Creek, the Heckenbachs made the following more specific representations:

A. [The Windfield Farm's] pier would be located slightly east of the middle of the south-facing water frontage on [Windfield Farm so] that it would not even be visible from [the Windrush Farm property];

B. [The main house to be constructed on Windfield Farm] would be "smaller" than the existing main house on the [Windrush Farm] [p]roperty; and

C. [Windfield Farm's main] house would be located where a grove of trees was then located on the eastern side of [the Windfield Farm] [p]roperty so as to avoid significantly interfering with [the Greenfields'] water view down Irish Creek.

The Heckenbachs representations concerning their construction plans were a material factor in persuading the Greenfields to offer to purchase Windrush Farm. The offer was accepted on August 11, 1997. The contract of sale was in the form of a multi-page printed contract with four printed addenda, a partially typed and partially handwritten addendum, and numerous disclosure statements. The printed forms contained several handwritten changes and deletions made by the Greenfields. One of the provisions in the contract was a general form integration [or merger] clause that provided:

This Contract and any Addenda thereto contain the final and entire agreement between the parties, and neither they nor their agents shall be bound by any terms[,] conditions, statements, warranties or representations, oral or written, not herein contained.

In the written contract, no mention was made of the representations by the Heckenbachs regarding their construction plans for Windfield Farm or the promise by them to preserve the buyers' water view across Irish Creek.

The closing for the sale of Windrush Farm was held on December 15, 1997. Sometime before closing (the exact date is not shown in the record), the Heckenbachs poured the foundation for the main house on Windfield Farm and built up the walls of the structure to a height approximately three feet above ground. Additionally, prior to closing, the Heckenbachs staked out the location of the wood pier. Neither the foundation for the main house nor the place where the pier was staked out was where the Heckenbachs had represented it would be in their pre-contract conversations with the Greenfields. The Greenfields, however, did not observe the house foundation or the area where the pier had been staked out prior to closing.

On December 16, 1997, which was the day following closing, the Greenfields went to Florida, where they stayed until approximately April 15, 1998. In the four-month interim during which the Greenfields were absent from Talbot County, the Heckenbachs constructed a pier that jutted out 170 feet from their Windfield Farm property. The pier was approximately 150 feet west of the location where the Heckenbachs had represented that it would be situated. The difference in location was material to the Greenfields because, if the pier had been located as promised, it "would not [have been] visible from the main house on Windrush Farm." As located, it "destroy[ed] the otherwise unobstructed water view ... [from Windrush Farm] across Irish Creek...."

Construction of the main house on Windfield Farm proceeded with alacrity, starting in April 1998. By the end of June 1998, the entire main house and its screened porch were framed, the house was under roof, and the doors were installed. The main house, however, was not located "in the grove of trees on the eastern side of" Windfield Farm. Instead, it was situated "approximately one hundred feet (100') west of the grove of trees." Moreover, the main house was much larger than the existing main house on Windrush Farm. Because of its size and location, the Heckenbachs' new home "substantially impair[ed] the [Greenfields'] water view ... from the main residence on Windrush Farm."

Sometime between June 20 and June 30, 1998, the Heckenbachs hosted a party on Windfield Farm, which the Greenfields attended. The party was held outside, and the Heckenbachs' guests, including the Greenfields, were given a tour of the new main house.

Despite knowledge that the pier and main house were not constructed where the Heckenbachs said they would be constructed, the Greenfields made no protest to the...