Trotter v. Lewis

• Decision Date: 08 January 1946
• Docket Number: 50.
• Citation: Trotter v. Lewis, 185 Md. 528, 45 A.2d 329 (Md. 1946)
• Parties: TROTTER et al. v. LEWIS.
• Court: Maryland Court of Appeals

45 A.2d 329

185 Md. 528

TROTTER et al. v. LEWIS.

No. 50.

Court of Appeals of Maryland

January 8, 1946

Appeal from Circuit Court, Prince George's County; John B. Gray Jr., Judge.

Suit in equity by Joseph P. Lewis against Stance J. Trotter and wife for specific performance of a contract to lease certain lots to plaintiff and give him an option to purchase such lots and buildings thereon.From a decree dismissing the bill as to defendant wife and ordering defendant husband to convey his interest in the property to complainant, defendant husband appeals.

Affirmed.

Walter L. Green, of Hyattsville, and Fred A. Maltby, of Washington D. C. (Cornelius Whalin, of Silver Spring, and Green & Powers, of Hyattsville, on the brief), for appellants.

Robert W. McCullough, of Washinton, D. C., for appellee.

Before MARBURY, C.J., and DELAPLAINE, COLLINS, GRASON, HENDERSON and MARKELL, JJ.

DELAPLAINE Judge.

This suit was brought by Joseph P. Lewis, a laundryman, to obtain specific performance of a contract executed on March 1, 1939, in which Stance J. Trotter, a real estate dealer, agreed (1) to lease him lots 1 and 2 in Block O ('office building to south not included in this lease') in Fairmount Heights, Prince George's County, for the term of five years for rent of $20 per month; (2) to give him during the term of the lease 'an option on sale of said premises * * * and buildings thereon, price not to exceed $2,500, with interest not exceed 6% per annum'; and (3) to permit him to build and do whatever else he finds necessary on the lots ('office building on south side not included in this lease') to house any laundry machines and equipment.

On February 19, 1944, shortly before the expiration of the five-year term, Lewis tendered $2,500 in acceptance of the option, but Trotter refused to convey.Lewis thereupon brought suit against Trotter and his wife, Rosa L. Trotter, who demurred to the bill of complaint on the ground that she did not sign the contract.At the trial of the casecomplainant stated that he was willing to accept a deed from defendant alone and pay the full amount of the purchase price.The chancellor accordingly dismissed the bill as to the wife, and ordered the husband to convey his interest in the property to complainant upon payment of $2,500, with interest from March 1, 1944, and $101.10 to pay for arrears in rent.The husband is appealing from that decree.

First, appellant attacks his contract because the description of the optioned property is not certain.While the lots are plainly designated and can be identified on the plat, he says that he inserted the exception of the office building in two places in the contract, but it was actually his intention to exclude the office building from the option also.One of the fundamental rules of equity is that the court will not decree specific performance of a contract unless it is definite and certain in all its terms and free from all ambiguity.Gelston v. Sigmund,27 Md. 334, 343;Dixon v. Dixon,92 Md. 432, 438, 48 A. 152;Texas Co. v. United States Asphalt Refining Co.,140 Md. 350, 117 A. 879;Anshe Sephard Congregation v. Weisblatt,170 Md. 390, 185 A. 107;Applestein v. Royal Realty Corporation,180 Md. 274, 24 A.2d 684.In this case the contract executed by both parties shows an intention that, during the term of the lease, the lessor had the privilege of using the office building, which was attached to the laundry building, whereas the lessee was given the option to buy 'said premises * * * and buildings thereon.'It was the lessor himself who made the interlineations in the contract.While the contract is crudely drawn, we must assume that a landlord, who deals in real estate, and who reads a contract and revises it in his own handwriting, understands what it plainly provides.As the Supreme Court of Missouri said in Tebeau v. Ridge,261 Mo. 547, 170 S.W. 871, 874, L.R.A.1915C, 367, a landowner, who gives a lessee an option to purchase the land, cannot defeat specific performance merely because the option does not dovetail 'in logical precision and grammatical and rhetorical construction with what preceded and with what followed it.'It appears from the record that the lessee, finding that the laundry building was not large enough for his machinery, constructed another building, which cost him approximately $1,000.The lessor witnessed the progress of the work from day to day.It would be inequitable to allow him, after he witnessed the construction of the building and acquiesced in all the improvements, to reap the benefit therefrom on the ground that he did not give careful attention to the preparation of the contract and had never intended to give the lessee an absolute option to purchase the premises and buildings thereon.

Second, appellant complains that he failed to include a clause, as he had intended to do, fixing the amount of partial payment and other amounts payable thereafter, and hence the option did not fully express his intention.It is well established that where a contract has been entered into by competent parties, it is not within the power of either party to rescind it without the consent of the other party, in the absence of fraud, duress or undue influence, or unless the equities are such that he should not be permitted to enforce it.If any doubt arises from the language of a contract as to the intention of the parties, extraneous evidence may be admitted to aid the court in comprehending its meaning; but it is a general rule that parol evidence is inadmissible to vary or contradict the terms of a written instrument.All prior and contemporaneous negotiations are merged in the written instrument, which is treated as the exclusive medium for ascertaining the extent of their obligations.We specifically hold that a written contract of sale is conclusive as to the time, mode and terms of payment, and such provisions cannot be varied or contradicted by parol.Markoff v. Kreiner,180 Md. 150, 23 A.2d 19;Hoffman v. Chapman,182 Md. 208, 34 A.2d 438;McKeever v. Washington Heights Realty Corporation,183 Md. 216, 37 A.2d 305;Coster v. Arrow Building & Loan Ass'n, Md.,41 A.2d 83.Moreover, the evidence does not show that the written contract in this respect differs appreciably from the intention of either or both of the parties.

Third, appellant contends that the stipulation of the price 'not to exceed $2,500' is indefinite and lacking in mutuality.In any case of contract based upon an option, the remedy of specific performance is invoked not on the theory that the option itself is enforceable, but on the theory that the option is a continuing offer to sell and, when duly accepted by the optionee, becomes a definite contract mutually binding and enforceable.Willard v. Tayloe, 8 Wall. 557, 19 L.Ed. 501;Thomas v. Gottlieb, Bauernschmidt, Straus Brewing Co.,102 Md. 417, 424, 62 A. 333.When an optionee duly signifies his purpose to accept an option for the purchase of real estate, and tenders the amount of the purchase price if required, he is entitled to specific performance of the contract.The objection that the original agreement was lacking in mutuality is without merit, for when the optionee exercises an option the agreement becomes binding upon both parties.Brewer v. Sowers,118 Md. 681, 688, 86 A. 228.Hence, we find no objection to an option to purchase property for not more than a certain sum.Hagan v. Dundore, Md.,43 A.2d 181.It is also recognized that where an option is incorporated in a lease, the privilege of becoming a purchaser of the property may be treated as part of the consideration supported by the rent, and the option can be held supported by valuable consideration.Keogh v. Peck,316 Ill. 318, 147 N.E. 266, 38 A.L.R. 1151;49 Am.Jur., Specific Performance, § 120.

Fourth appellant says the contract is indefinite because it does not fix the time of settlement.The law is clear that, where a contract of sale plainly provides for extension of credit for all or any part of the purchase money, the time when the deferred payment is to be made is an essential part of the contract; and if the time for payment is not specified, the contract is uncertain and incomplete and cannot be specifically enforced.Buck v. Pond,126 Wis. 382, 105 N.W. 909.But it is equally clear that time of payment is not necessarily an essential provision in a contract of sale, for the two acts of paying the purchase price and making delivery of the deed are concurrent acts, and if no time is stipulated it is usually implied that either party is given the right to demand performance of the other and to place him in default if he fails to perform within a reasonable time.Therefore, we hold that, where a contract of sale does now show an intention that the purchaser is to have an extension of credit, the contract may be specifically enforced although it does not fix a definite time when the transaction is to be consummated, because...