Maughlin v. Perry

• Decision Date: 15 March 1872
• Citation: 35 Md. 352
• Parties: WILLIAM W. MAUGHLIN v. JAMES D. PERRY and LAWRENCE J. WARREN.
• Court: Maryland Court of Appeals

35 Md. 352

WILLIAM W. MAUGHLIN v. JAMES D. PERRY and LAWRENCE J. WARREN.

Court of Appeals of Maryland

March 15, 1872

APPEAL from the Circuit Court of Baltimore City.

The bill in this case was filed by the appellees against the appellant, and Richard Wells, the administrator of John Wells. The facts of the case, together with the object of the bill, are sufficiently set out in the opinion of the Court. The Circuit Court, (PINKNEY, J.,) after hearing, decreed that the complainants should pay, or bring into Court, to be paid to the respondent Maughlin, within thirty days from the date of the decree, the sum of fifteen hundred dollars with interest thereon from the 9th of March, 1870; and that upon compliance with such requirement, the respondents should convey the property in question to the complainants.

From this decree the respondent Maughlin appealed.

The cause was argued before STEWART, BOWIE, GRASON, MILLER and ALVEY, J.

L M. Reynolds and T. A. Linthicum, for the appellant, argued,

That the payment or tender of the money named in the agreement was a condition precedent to the appellees' right to a conveyance of the property, and there was no averment in the bill of any such payment or tender within the time within which the right was to be exercised--nor did it appear from any matter of fact stated that there was any excuse or reason why such tender was not made. Benedict vs. Lynch, 1 Johns. Ch., 370; Westerman vs. Means, 1 Jones, 12 Penn., 97; Davis vs Thomas, 1 Russell & Mylne, 506; Newman vs Rogers, 4 Bro. Ch., 284.

As a matter of fact it was shown by the bill that the proper parties to whom tender or payment should have been made, were known to and within the reach of the complainants--and no reason or excuse alleged why, before the filing of the bill such payment or tender was not made.

The complainants, knowing the interests of Wells and Maughlin in the property, should have made a tender of the fifteen hundred dollars either to both or one of them, in order to have shown not only their willingness but ability to perform the condition of the contract, or should have paid the money into Court upon filing of the bill, and notified the defendants.

The filing of the bill six days before the termination of the lease, was no compliance, nor such an offer of compliance with the condition of the contract, as entitled the complainants to the relief prayed. Ranelagh vs. Melton, 34 L. Journal, Equity, 227; Weston vs. Collins, 34 L. Journal, Equity, 353.

The facts set forth in the bill, as ground for the relief prayed, having been denied by the answer, and the complainants not having entered a general replication to such answer, and having put their case solely upon the bill, answer and exhibits, are concluded by the averments and denials of the answer. Rogers vs. Saunders, 16 Maine, 97; Warren vs. Twilley, 10 Md., 39; Mason vs. Martin, 4 Md., 24.

No title to or right of property in the reversion vested in the appellees under the lease, and they forfeited no estate or right of property by their failure to make the tender. The right to acquire the reversion was dependent upon their performance of the precedent condition of paying or tendering the sum agreed upon. Coke Litt., secs. 325, 350; Davis vs. Thomas, 1 Russell & Mylne, 506; City Bank vs. Smith, 3 G. & J., 265, 281; Earle vs. Dawes, 3 Md. Ch. Dec., 230.

William H. Cowan, for the appellees.

In the contract in this case, fairness, certainty, mutuality and adequacy of consideration are embodied. These principles constitute the elements of a contract to be enforced as a right. 2 Story's Eq. Juris., secs. 751, 769; Hall vs. Warren, 9 Ves., 608; Greenway vs. Adams, 12 Ves., 395, 400; King vs. Hamilton, 4 Peters, 311-328; Brashier vs. Graty, 6 Wheat. R., 528; Hopper vs. Hopper, 1 Green, (N. J.,) 147; Schroeppel vs. Hopper, 20 Barb., 425; Herbert vs. Brewer, 30 Md., 301.

Time is not of the essence of the contract, unless the parties themselves in making the contract have clearly considered time an important part thereof.

None of the authorities disregard the acknowledged principle of equity, that time will not be considered of the essence of a contract. To override this principle some fact must be invoked, which would show a decree for a specific execution to be inequitable. No such fact is to be found in this case. All the circumstances of the case appeal to a Court of Equity, to exert its power to prevent forfeiture. The idea of compensation is not in the case, because no delay or negligence is chargeable to the plaintiffs. The parties are in statu quo. 2 Story's Equity Juris., sec. 776; Hipwell vs. Knight, 1 Younge & Coll, 415; Coslake vs. Till, 1 Russell, 376; Doboret vs. Rothschild, 1 Simon & Stu., 390; King vs. Wilson, 6 Beavan, 124; Seton vs. Glade, 2 Lead. Cases in Eq., notes 18, &c.

By special terms, or peculiar circumstances being embodied in the contract, time may be of its essence. The circumstances that will make time an essential part of the contract must be such, that the party resisting a decree for a specific performance cannot be placed in statu quo by a decree for a performance. Ahl vs. Johnson, 20 Howard, 511; Williston vs. Williston, 41 Barb., 635; Richmond vs. Robinson, 12 Mich., 193; Hudson vs. Bertram, 3 Madd., 440; Williams vs. Edwards, 2 Sim., 78; Lloyd vs. Rippingale, 1 Y. & C., 410.

The filing of the bill of complaint, with the offer to comply with the terms of the covenant to purchase, and the expression of a readiness to pay the consideration, was a sufficient equitable tender to bar a default. Scarborough vs. Arrant, 25 Texas, 129; Saint Paul Division vs. Brown, 9 Minn., 157.

STEWART J., delivered the opinion of the Court.

This cause having been heard on the bill and answer, without replication, and the agreements of the counsel of the parties filed, the facts alleged in the bill and admitted by the answer, together with the whole of the answer susceptible of proof, have been taken as true, and from the proceedings we glean the following facts which seem to be material:

John Wells, on the 9th of March, 1864, rented the property, of which he was the owner, to William Hyson for three years, renewable for a similar period, with the following covenant, which has occasioned the controversy in this case: "And the said party of the first part, for himself, his heirs and assigns, doth hereby covenant and agree with the party of the second part, his heirs and assigns, to sell and convey unto the party of the second part, his heirs and assigns, the above described property and premises, for the sum of $1500, at any time before the expiration of this lease or tenancy."

On the 15th of March, 1867, Wells contracted to sell the property to Maughlin for $1600, payable in short instalments, all of which have been paid.

Wells died intestate before the termination of the lease, which by its provisions had become renewed for three years; and Richard Wells, one of the respondents, is his administrator.

All the rights of Hyson now belong to Perry & Warren, the complainants. Under these circumstances, six days before the expiration of the lease, this bill was filed, alleging that the complainants were ready to pay the stipulated sum, and desired to have a conveyance of the property, and praying for the specific performance of the covenant.

This is resisted by Maughlin, on the ground that the acceptance of the terms proposed in the covenant has not been in time, nor in accordance with the covenant; and that the mere offer in the bill to pay the money is not a sufficient compliance with the provisions of the covenant.

The only question to be determined from these facts disclosed by the record is, whether the filing of the bill and the offer to pay the price stipulated, is such a substantial compliance with the terms of the covenant, as to entitle the complainants to a specific performance of the contract on the part of the lessor and his assigns.

Courts of Equity do not, ordinarily, regard time as of the essence of a contract, but will enforce it where there has not been a literal compliance with the terms, without inexcusable laches of the party insisting...