Smith v. Washington Gaslight Co.

• Court: Maryland Supreme Court
• Writing for the Court: Alvey, J., delivered the opinion of the court.
• Citation: Smith v. Washington Gaslight Co., 31 Md. 12 (Md. 1869)
• Decision Date: 15 June 1869
• Parties: CHARLES HART SMITH v. THE WASHINGTON GASLIGHT COMPANY.

31 Md. 12

CHARLES HART SMITH v. THE WASHINGTON GASLIGHT COMPANY.

Court of Appeals of Maryland

June 15, 1869

Appeal from the Circuit Court of Baltimore City.

The bill in this case was filed on the 8th of March, 1869, by the appellant. It charged that on the 18th of May, 1859, a contract was entered into between the appellee and one Charles Wilson, for the delivery to the latter of all the gas tar made by the former, and not wanted by it, for a specified purpose, from time to time, as called for by the latter during the term of five years, the contract to be renewed at the end of that period for another like term; that the consideration to be paid to the company by Wilson was five hundred dollars a year, in semi-annual instalments, and in case of refusal to renew, the company engaged to refund to Wilson the payments made during the last year of the original term, Wilson agreeing to renew in any event; that this contract was assigned to H. C. Wilson & Co., who, on the 8th of April, 1861, assigned it to H. C. Wilson alone; that the rent for the last year of the original term was paid by H. C Wilson on the 1st of December, 1863, and the 2nd of June 1864; that in November, 1864, the appellant, a stranger to all these parties, negotiated with H. C. Wilson for the purchase of said contract, and the lease of certain premises which were necessary for the manufacture of what is called "Roofing," from said tar when delivered; that Wilson represented to the appellant that the appellee had renewed this contract for another term of five years at the same rent, and, in corroboration of said assertion, produced the receipts for the payments accruing in the last year of the original term, the last dated the 2nd of June, 1864; that he further represented that he had been receiving the tar since the 1st of June, 1864, as before, and had made no payments therefor since that date, because, under the renewed contract, no more payments would be due until the 1st of December, 1864; that he also exhibited to the appellant the renewal on the 8th of June, 1864, of the lease for five years of the premises, on which he had been manufacturing said tar into a composition for roofing houses; that being satisfied with the statements of Wilson, verified on inquiry, by the fact that the gas tar had been delivered to Wilson by the agents of the appellee, after as well as before the 1st of June, 1864, and without any apparent change in the manner or terms of the delivery, the appellant agreed to pay him for his right in said renewed contract and lease a large sum of money, and on the 1st of December, 1864, actually paid Wilson $2,000 in cash, and executed his five notes at six, twelve eighteen, twenty-four and thirty months each for $2,000, and a sixth note at thirty months, also for $2,250, making a principal sum of $14,250; that on the same day, Wilson assigned the lease to the appellant, but as he professed to be short of funds for a few days, and could not produce the receipt for the payment of $250 rent, due on the 1st of December, 1864, under the contract as renewed, the appellant declined then to take an assignment of his tar contract, and required him to give a written guarantee that the tar contract had been renewed, and that he would pay the rent due thereunder on the 1st of December, 1864; that Wilson was then solvent, and in affluent circumstances, though now insolvent, and his guarantee was sufficient security for the truth of his representations, besides which the appellant could have then protected himself by refusing to pay some $12,000 of his notes not due; that on the 21st of December, 1864, Wilson paid the $250 to Mr. Hall, the cashier of the appellee, and took his receipt for all the tar made at the appellee's works for six months, from June 1st, 1864, to December 1st, 1864, as per contract; that satisfying himself of the genuineness of the signature of the company, the appellant no longer hesitated, but took the assignment of the tar contract on the said 21st of December, 1864, surrendered the written guarantee, which was destroyed before the filing of the bill, and went on to meet his notes at maturity; the bill further charged that shortly after the 21st of December, 1864, Mr. Brown, "the secretary in charge" of the appellee, refused to deliver any tar to the appellant, repudiated the renewal of the contract, and required that a new arrangement should be made; that a temporary arrangement was entered into between the appellee and the appellant; that during this temporary arrangement the appellant, on the 5th of July, 1866, filed a bill in the Supreme Court of the District of Columbia, against the appellee, a corporation duly incorporated by Congress, doing business and established in Washington, for a specific performance of the original contract which had been assigned to him, and to obtain compensation, in damages, for the time it was withheld; that said cause was so proceeded in that the bill was dismissed, and, upon appeal to the Supreme Court of the United States, the decree of dismissal was affirmed on the ground that the contract had not, in fact, been renewed for another term of five years; that while the suit was pending in Washington on appeal, an action at law was brought in the Superior Court of Baltimore City by the appellee against the appellant, to recover for certain gas tar, delivered by the former to the latter, under the temporary arrangement entered into between them; that a judgment was therein confessed in favor of the appellee, the same to be binding and of force only in the event that the suit so pending on appeal in the Supreme Court of the United States, should be decided against the appellant. The bill then charged that the Supreme Court of the United States having dismissed the bill of the appellant, the counsel for the appellee had threatened to issue execution against the appellant, under the judgment confessed as aforesaid; that the appellant, while admitting his legal liability under this judgment, claimed as against the appellee for the money which he had paid to Wilson as aforesaid, and the amount which he had paid to the appellee, or was then owing to it under the judgment, over and above the annual price mentioned...