Latrobe v. Winans
| Decision Date | 22 June 1899 |
| Parties | LATROBE et al. v. WINANS et al. WINANS et al. v. LATROBE et al. |
| Court | Maryland Court of Appeals |
Cross appeals from circuit court of Baltimore city; Pere L. Wickes Judge.
Suit by Osman Latrobe and Ross W. Whistler, executors, etc., against Walter Winans and Louis W. Winans, executors, etc., to recover damages resulting from the delay of defendants' testator in performing a contract for the purchase of real estate. From the decree both parties appeal. Reversed.
Argued before MCSHERRY, C.J., and PEARCE, PAGE, FOWLER, BOYD, and SCHMUCKER, JJ.
Brown & Brune and John E. Semmes, for plaintiffs. Ferd. C. Latrobe Thos. M. Lanahan, and Frank Gosnell, for defendants.
The record in this case brings up cross appeals from a decree of the circuit court of Baltimore city, and although but a single question is presented, viz. the liability of the estate of William L. Winans to the estate of De Witt Clinton Winans for interest on the purchase money of certain real estate in Baltimore city, and certain letters patent for ocean steamers, the correspondence which resulted in the contract, and which grew out of the efforts to secure its satisfactory performance, is so voluminous, and so extraordinarily minute in detail and critical in its character, on the part of the vendee, though conducted in the most apparent and complete good faith, that a somewhat lengthy statement of the facts is indispensable to a proper understanding of the disposition of the case, and the opinion to be rendered will therefore be prefaced by the following statement:
The plaintiffs below were Osman Latrobe and Ross W. Whistler executors and trustees of De Witt Clinton Winans, deceased under whose will the entire income of the estate was divided between his widow, Mathilda F. Winans, and Ellen Barbara Williams, during their joint lives; the whole income to go to Mrs. Williams, if she should survive Mrs. Winans, and after the death of both the entire property, subject to an annuity of (L)500 sterling, to go to Walter Scott Winans and his son, Thomas Winans. The executors and trustees were authorized by the will to sell the whole or any part of the estate, by public auction or private treaty, in their discretion, and to invest the proceeds of sale. Among the property so held by them was an undivided one-tenth interest in a large tract of unimproved and unproductive real estate in Baltimore city, known as the "Ferry Bar Property," and an undivided one-tenth interest in letters patent of the United States for spindle-shaped ocean steamers. Eight-tenths of both these properties were owned by William L. Winans, a resident of London, England, and the remaining one-tenth by his brother, Walter S. Winans. The taxes upon the real estate were never less than $6,000, and the income never adequate for their payment. On the 22d of January, 1895, the executors and trustees filed a bill in the circuit court of Baltimore city against all the parties interested in the trust estate, praying the court to assume jurisdiction thereof, and on December 7, 1895, a decree was passed accordingly. Mrs. Williams had instructed her counsel to take proceedings for the partition of the Ferry Bar property, in order that her interest therein, when thus set apart, might be sold, and made productive of income; and they were about to do so, when negotiations were opened by William L. Winans with the executors and trustees of De Witt Clinton Winans for the purchase of the one undivided tenth interest thereon, and in the letters patent mentioned, and, in order to facilitate these negotiations, Mrs. Williams forebore to press her proceedings. On June 27, 1895, William L. Winans, by letter of that date, submitted to the executors and trustees an offer for the purchase of the above-described one-tenth interest in the Ferry Bar property and in the letters patent mentioned. This proposition covered nearly 2,000 words, and was burdened with much unnecessary detail and repetition, emphasizing the extreme care and jealousy with which he reserved to himself the right to have everything made satisfactory to himself before he should become bound to accept the property or to pay the purchase money. The proposition is divided into five formal heads. The first head described the real estate in which he proposed to purchase a one-tenth interest. The second head describes the patents in which he proposed to purchase a similar interest. The third head states the price or sum offered for these interests, viz. $126,000. The fourth head is in part as follows: "I leave my offer as made under heads 1, 2, 3, 4, and 5 of this letter *** open for acceptance in writing by you, the executors and trustees of the said estate, without any change, addition, or omission, until Aug. 31st, 1895; and if on or before that date I receive from you, at my office, 12 Beaufort Gardens, London, S. W., what I may find a proper legal acceptance by you, in writing (an acceptance by telegram I will not consider sufficient), of my offer to you, as made under heads 1, 2, 3, 4, and 5 of this letter, then your said acceptance, together with my said offer by this letter, are to be considered as a binding agreement between you, the executors and trustees of De Witt Clinton Winans, and myself, for the said purchase by me and sale by you; and the said sale, giving up, and conveyance of the said one-tenth share of the Ferry Bar property, and the said assignment and transfer of the said one-tenth share in patents, expenses, and profits, and all else concerning vessels, shall be executed and completed by you, and all others necessary on the part of the estate of De Witt Clinton Winans, as stipulated by me in this letter, in the proper and fully binding legal manner, and to my satisfaction, within six months thereafter; and the consideration of $126,000 which I have by this letter offered to pay for the said two shares, of one-tenth each, shall be paid to you, or to your order, at the time of delivery to me, and my acceptance as satisfactory, of the documents which are required for the completion of the said sale, giving up, conveyance, and assignment to me in a proper and fully binding legal manner, and to my satisfaction, after you have also done and caused to be done everything else which may be necessary for completing the sale and purchase in accordance with my offer by this letter, in a fully binding legal manner, and to my satisfaction." The fifth head is in part as follows:
One of the conditions under heads 1 and 2 was that the property should be conveyed and assigned free from all incumbrances whatever. This offer was accompanied by a letter from Walter S. Winans to the executors and trustees, also dated June 27 1895, stating that as reversioner, under De Witt Clinton Winan's will, in the one-tenth interest in Ferry Bar, and as owner in his own right of another one-tenth interest therein, he approved of said sale, and agreed to unite in its completion. On July 29, 1895, the executors and trustees, by letter of that date, wrote W. L. Winans: "We accept your said offer, and sell unto you all the rights, title, interest, and claims of the estate of De Witt Clinton Winans in and to said Ferry Bar property and said patents, at and for the price named, and upon the terms and conditions of your offer of June 27, 1895." This acceptance was received by W. L. Winans August 12, 1895. On September 6, 1895, the executors and trustees wrote William L. Winans, requesting him to notify them and his counsel, Mr. Lanahan, if he was satisfied with their acceptance of his offer, that they might report the transaction to the proper court, and suggesting that as some time might be required to arrange the form of the deeds required, to his satisfaction, it might be well for him to authorize some one to prepare these deeds. This letter was received by Mr. Winans September 15, 1895, and on November 12, 1895, he wrote Osman Latrobe one of the executors, stating that he found their letter of July 29, 1895, a sufficiently exact compliance with his offer, but that as he was advised by them, and also by Mr. Lanahan, that ratification by the court was necessary, he desired an official certificate of ratification, in order to know whether he should consider the acceptance a proper, legal one, satisfactory to him, and also authorized them, if they so desired, to commence drafting the...
To continue reading
Request your trial