Grooms v. Williams

• Decision Date: 06 December 1961
• Docket Number: No. 89,89
• Parties: William Henry GROOMS et ux. v. Edward WILLIAMS et ux.
• Court: Maryland Court of Appeals

Page 165

227 Md. 165

175 A.2d 575

William Henry GROOMS et ux. v. Edward WILLIAMS et ux.

No. 89.

Court of Appeals of Maryland.

Dec. 6, 1961.

William H. Berman, Washington, D. C. (Joseph H. Sharlitt, Lee M. Hydeman and Aubrey E. Robinson, Jr., Washington, D. C., and Claude B. Kahn, Chevy Chase, on the brief), for appellants.

Thomas M. Anderson, Jr., Rockville, for appellees.

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

HAMMOND, Judge.

William Henry Grooms and his wife filed a bill praying the court to reform a contract for the purchase by them of one hundred twenty-one acres of a one hundred twenty-five acre tract of land in Montgomery County from Edward Williams and his wife, the appellees, and to compel specific performance of the contract as reformed. The chancellor sustained a demurrer to the bill because it appeared to him from the bill there had been 'no meeting of the minds with respect to the subject real estate,' and the Groomses appealed.

The Groomses earlier had filed a bill for specific performance of the contract as written, and a demurrer to that bill was sustained without leave to amend, on the ground that the contract was too indefinite to justify the court in compelling its consummation. No request for amendment was made and no appeal taken. The details of the first suit and its outcome are set forth by the Groomses in their bill for reformation, and in this Court the parties have briefed and argued whether the rules as to election of remedies and res judicata, or either, bar the second suit. The demurrer to the bill for reformation does not mention either defense and so fails to comply with Maryland Rule 345 b (in that it does not 'state in detail the question of law or insufficiency of substance upon which the demurrer is founded'), made applicable to equity by Rule 373 b. Under the rules mentioned and Rule 885 the contentions as to election of remedies and res judicata are not properly before us on appeal and will not be passed on. Baltimore County v. Glendale Corp., 219 Md. 465, 150 A.2d 433.

We shall assume without deciding that the first suit was not a bar to the second since, in our view, the contract, if reformed as the Groomses ask, would not meet the standards necessary for specific enforcement.

The contract of sale was on a printed form. Its pertinent provisions (the italicized portions being the typewritten insertions) are: a $10 deposit on purchase of '121 acres on Route 118 near Darnstown, Md.' for $65,000, of which $12,000 cash was to be paid at the date of conveyance, and:

'The purchaser is to place, a first deed of trust secured on the premises of a minimum of $21,000.00 * * * bearing interest at the rate of 6% per cent per annum, payable approximately $250.00 per month due and payable in four years.

'The balance of deferred purchase money is to be secured by a Second Deed of Trust on said property, to be paid in monthly installments of $397.50 or more including interest at the rate of 6% per annum, said payments to begin when the property is improved with dwelling houses, and said houses are sold * * *.

* * *

* * *

'20 acres of said land are subordinated to the purchasers for immediate improvement, and such other tracts shall be subordinated to use as the occasion may arise.'

The Groomses admit in their bill that the above contract is ambiguous in four particulars: (1) the nature of the subordination, (2) the location of the 20 acres to be subordinated, (3) the terms of the second deed of trust, and (4) the provisions relating to the $12,000 down payment and the $21,000 first deed of trust. But they contend that the terms intended in each of these areas were 'clearly understood by all the parties,' although they were never reduced to writing, and that the terms are as follows:

'[(1)] [T]he agreement relating to the subordination was that the 20 acres were to be subordinated to the proposed mortgages in order that the Complainants might, after developing and improving the land, sell this property free and clear. [(2)] The specific 20 acres which were to form the first subordination were not designated but were rather left open at the insistence of the Respondents since the Respondents desired to reserve a small portion of land amounting to three or four acres upon which they intended to build a home for themselves, and the location of these three or four acres was not determined at the time of the signing of the contract, but was, by mutual agreement, to be designated at a future time. * * * [(3)] Complainants allege that [the] terms [of the second deed of trust], likewise, were clearly understood by all the parties, but that through the mutual mistake of the parties in reducing the agreement to writing, these terms were likewise ambiguously stated within the written agreement; in fact, * * * the Complainants were to commence payments on the second deed of trust when the improved properties began to produce a revenue (through the sale thereof) from which the Complainants would [apply] the installments under the terms of the second deed of trust. * * * [(4)] [T]he understanding of the parties ...