Ledingham v. Bayless

• Decision Date: 28 October 1958
• Docket Number: No. 22,22
• Citation: 145 A.2d 434,218 Md. 108
• Parties: Corinne Bayless LEDINGHAM et al. v. George E. S. BAYLESS, Jr.
• Court: Maryland Court of Appeals

Page 108

218 Md. 108

145 A.2d 434

Corinne Bayless LEDINGHAM et al. v. George E. S. BAYLESS, Jr.

No. 22.

Court of Appeals of Maryland.

Oct. 28, 1958.

Motion for Modification Denied; Opinion Amplified Nov. 19, 1958.

Nathan Patz, Baltimore (E. Thomas W. Stahl and Carl W. Bacharach, Baltimore, on the brief for William Hanna Bayless and others; Nathan Patz, Baltimore, on the brief for Corinne Bayless Ledingham), for appellants.

Daniel M. Murray, Jr., Ellicott City, for appellee.

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

HAMMOND, Judge.

Over the attack of the other two children, who are appellants here, the chancellor held valid and effective, as a contract to devise, a written agreement between George E. S. Bayless, Jr., the appellee (usually called 'Buddy'), and his parents, that if he would work the farm owned and lived on by the parents, at the death of the survivor he would 'be considered the legal owner of one-half undivided interest in the Fairfield Farm.'

Mr. and Mrs. George E. S. Bayless, the parents, acquired a two hundred acre farm in Howard County in 1926 as tenants by the entirety. Mr. Bayless farmed the place until 1942, when heart trouble reduced his activities greatly. One son, William, left the farm in 1941. The daughter, Corinne, moved away in 1942. Buddy graduated from high school in 1940 and immediately joined his father in operating the farm. From 1942 on, certainly from 1946 on, when his father became completely inactive physically, Buddy worked the place alone except at harvest time. From the fall of 1949 until their deaths, Mr. or Mrs. Bayless, or both, often discussed with intimate friends and relatives their intention to give, or the fact that they had given, Buddy a contract which would vest in him a half interest in the farm at the death of the survivor of them. The reasons the gave were that they wanted to stay and die on the farm; that the farm did not pay enough to let them hire someone to work it for them; that if Buddy would not remain they would have to get rid of it; that if they were to remain, they would have to offer Buddy an inducement to stay there during their lifetime; that if Buddy had started when he left high school, he could have had another career; that they intended to be fair to him because he was giving up everything to run the farm for them; and that they felt it was his right that they make the contract with him. It was also shown that at the time the contract was being discussed, Buddy was contemplating marriage, and that he became engaged several weeks after the contract was entered into. On January 9, 1950, there was executed a writing between Buddy, as tenant, and his parents as owners 'providing for the operation of Fairfield Farm as follows', in which it was agreed that (1) the owners were to pay all taxes and repairs, fire insurance, interest and principal payments on the mortgage; (2) the machinery, livestock, tools and feed, plus $250, to be provided by the owners, was to be the working capital of the farm; (3) the tenant was to have full and complete control and authority to operate the farm on his own behalf and not as agent of the owners; (4) the profits or losses were to be equally divided. Finally came the crucial clauses which have led to the litigation before us: 'In the event of the termination of this contract, the cattle (hogs, sheep, cows, calves, bulls, etc.) shall be divided equally between Owner and Tennent (sic). In the event of the death of both Owners. Tennent (sic) shall be considered the legal owner of one-half undivided interest in Fairfield Farm, to having purchased this with his effort.

'This agreement shall be effective for one year from date, automatically renewable unless cancelled by written notice 60 days before any renewall (sic) date.'

The agreement was signed, sealed and acknowledged before a notary public by each of the parties. Mr. Bayless died in February 1951, and Mrs. Bayless in December 1954. From the date of the agreement until his mother's death, Buddy looked after the cattle, planted the corn, tilled the fields, milked the cows, fed the sheep, took care of the lambs, did the plowing, the planting, the cultivating and harvesting, with help during the harvest season only. After the signing of the agreement, Buddy worked industriously, the farm was more intensively cultivated than before and there was a steady improvement in the manner and extent of the cultivation. Larger crops were raised and more land was under cultivation. On January 15, 1953, Mrs. Bayless executed a will in which she left a one-half undivided interest in the farm to Buddy (subject only to the right of Corinne to live in half of the dwelling as long as she desired), and gave Corinne and William the other half interest in equal shares. On November 18, 1954, the day before she went to the hospital and twenty-eight days before she died, Mrs. Bayless executed another will under which she left all her personal effects to her three children in equal shares, devised the farm to a corporate trustee in trust to operate the farm and to pay one-fourth of the net income to William for life, one-fourth to Corinne for life, and one-half to Buddy for life. After the deaths of the first two of said children to die, the trustee was to pay the income the parent would have taken, if living, unto the children of William and Buddy (Corinne has no children). At the death of the survivor of William, Corinne and Buddy, William's children were given one-third of the farm outright and Buddy's children two-thirds. All of the rest and residue of the estate was left to the children in equal shares, William and Buddy taking theirs absolutely, and the share of Corinne being put in trust for life, with remainder to the children and descendants of her brothers.

The lawyer who drew the 1954 will, a nephew of Mrs. Bayless, testified that in his opinion the reason for the provisions of that will was that Mrs. Bayless 'had lost all confidence in the thrift and prudence of her children and her children's spouses, and that is the reason she tied it up in trust.' Several hours after the execution of the 1954 will, Mrs. Bayless told her sister that she had just made a will and then repeated to her what she had told her a number of times before, that Buddy would automatically get one-half of the farm at her death.

Seven months after his mother died, Buddy filed a bill, to which all in interest were made parties, that recited many of the matters we have set forth, that the 1954 will had been admitted to probate in Howard County, that the corporate trustee had renounced, that 'by the operation and effect of said agreement dated January 9, 1950, he is now seized and possessed of a one-half undivided interest in and to said Fairfield Farm, which he further avers is not susceptible to partition without serious loss and injury to the parties entitled in interest therein', and prayed that a substituted trustee be appointed, that a decree be passed declaring him to be entitled to a one-half undivided interest in Fairfield Farm, and that the said farm be sold. Judge Macgill appointed the substituted trustee and then sustained the demurrers the appellants had filed on the ground that the agreement of January 9, 1950, could not be valid unless considered a contract to devise an interest in the farm, and that the bill of complaint was not framed on that theory. Thereupon, Buddy filed an amended bill of complaint, alleging that 'said agreement constitutes a contract to devise a one-half interest in and to said farm to him and that said agreement is fair and equitable and supported by sufficient consideration as hereinbefore shown', and praying the same relief as the original bill except that he asked that a trustee be appointed to convey unto him the interest claimed. The demurrers filed to the amended bill were overruled by Judge Macgill. Thereupon, Corinne moved that Buddy be required to elect in advance of the hearing whether to continue his action or to renounce his interest under the 1954 will. After hearing and considering this motion, Judge Macgill held that the necessity for election, if it existed at all, did not arise until it became established whether Buddy had the rights claimed under the agreement of January 9, 1950. The case then came to trial and Judge Boylan found that 'the agreement was duly entered into, its terms were understood by all of the parties, there was full compliance by George E. S. Bayless, Jr., and he is entitled to a one-half undivided interest in and to the property known as Fairfield Farm', and passed a decree to that effect and for the sale of the property, from which the appeal was taken.

The appellants make two principal arguments: first, that the disputed contract was an ineffective testamentary disposition and not a contract to devise; they find support for this contention in the absence in terms of an undertaking to make a will, in the cancellation provisions, and in the failure of Buddy to allege in his original bill of complaint that the writing was a contract to devise. The second contention is that if it be assumed that the writing constituted a contract to devise, it was not the kind of a contract that the court should specifically enforce. This they say is because it was not shown that the contract was fair and reasonable and founded upon a proper consideration, and because Buddy did not carry out faithfully his obligations under the contract.

We find none of the appellants' arguments tenable. We do not have a case, like so many of this sort, where the claim is under an oral contract which the court must scrutinize with the utmost care to determine if there was an agreement and, if so, the precise terms and provisions agreed to. The contract before us is in writing and is clear and specific as to the rights and obligations of each of the contracting parties. There can be no real doubt that the parties...