Washington Homes, Inc. v. Interstate Land Development Co., Inc.

Decision Date01 September 1977
Docket NumberNo. 101,101
Citation281 Md. 712,382 A.2d 555
PartiesWASHINGTON HOMES, INC. v. INTERSTATE LAND DEVELOPMENT COMPANY, INC., et al. ,
CourtMaryland Court of Appeals

Paul M. Nussbaum, Mount Rainier (Richard C. Daniels and Reichelt, Nussbaum, Brown & Topf, Mount Rainier, on brief), for appellant.

John E. Vanderstar, Washington, D. C. (Stephen R. Mysliwiec and Covington & Burling, Washington, D. C., and F. George Heinze and Mudd, Mudd, Munday & Heinze, P. A., La Plata, on brief), for appellees.

Argued before MURPHY, C. J., and SMITH, DIGGES, LEVINE, ELDRIDGE and ORTH, JJ.

ORTH, Judge.

This case stems from a contract dated 23 June 1972 (the Sales Agreement) for the sale and development of several hundred single family residential lots in Charles County, Maryland. The original vendor was Interstate Land Development Company, Inc. It was succeeded by Interstate General Development, Inc. Along the way, their interests under the Sales Agreement were obtained by St. Charles Associates, a limited partnership. The vendee was Washington Homes, Inc. 1 Disputes over the performance of the Sales Agreement led to litigation in the Circuit Court for Charles County. Interstate General Development, Inc. filed an action seeking a decree compelling Washington Homes, Inc. to perform by paying to it the purchase price of the property with interest. (Equity No. 3694). Washington Homes, Inc. countered with an action against Interstate Land Development Company, Inc. and Interstate General Development, Inc. praying that the vendors be compelled to perform under the Sales Agreement, to convey to it as many lots as the vendors were ready to deliver in accordance with the terms and conditions of the contract and to pay compensatory damages. (Equity No. 4098).

The Sales Agreement did not provide for the arbitration of disputes. On 13 February 1976, Interstate Land Development Company, Inc., Interstate General Development, Inc. and Washington Homes, Inc. executed an instrument (the Arbitration Agreement) whereby they agreed that, in lieu of the litigation pending in the Circuit Court for Charles County, they would submit to binding arbitration all of the disputes which had arisen as of that date from the terms and conditions of the Sales Agreement. By order of court issued 24 February 1976 upon stipulation, the pending actions were placed on the Stet Docket. In June 1976, the parties stipulated in writing that St. Charles Associates, which had obtained the interests of the original and successor vendors on 25 May 1976, would be bound under the Arbitration Agreement.

The American Arbitration Association constituted a panel of three neutral arbitrators. 2 They made an award after a full plenary hearing. 3 The heart of the award, specified in P 6 to be "in full settlement of all claims submitted to this arbitration," was contained in P 1 wherein it was declared that the Sales Agreement "between the parties, which was the subject matter of this arbitration, be rescinded and declared null, void and of no force and effect." 4

Washington was not satisfied. It filed an action in the Circuit Court for Charles County against Interstate, the American Arbitration Association, and each of the three arbitrators, in which it sought to vacate the award. The court disposed of the case by granting a motion by Interstate for summary judgment and ordering the dismissal of the Bill of Complaint. Washington appealed to the Court of Special Appeals. On our own motion, we certified the case to us for review before decision by that court.

I

The ultimate question is the propriety of the trial court's grant of Interstate's motion for summary judgment.

"In an action, a party asserting a claim . . . or a party against whom a claim is asserted, may at any time make a motion for a summary judgment in his favor as to all or any part of the claim on the ground that there is no genuine dispute as to any material fact and that he is entitled to judgment as a matter of law." Maryland Rule 610 a 1. The summary judgment procedure is not a substitute for a trial, but a means by which the trial court may determine, summarily, whether a trial is necessary.

At the trial level, the court, in ruling on a motion for summary judgment, does not decide disputed facts, but decides whether any real dispute as to material facts exists. Lipscomb v. Hess, 255 Md. 109, 118, 257 A.2d 178 (1969). "The judgment sought shall be rendered forthwith if the pleadings, depositions, and admissions on file, together with the affidavits, if any, show that there is no genuine dispute as to any material fact and that the moving party is entitled to a judgment as a matter of law." Maryland Rule 610 d 1. "Conversely, if there is a genuine dispute as to any material fact, summary judgment would not properly be granted." Brown v. Suburban Cadillac, Inc., 260 Md. 251, 255, 272 A.2d 42, 44 (1971). "(E)ven where the underlying facts are undisputed, if those facts are susceptible of more than one permissible inference, the choice between those inferences should not be made as a matter of law, but should be submitted to the trier of fact." Fenwick Motor Co. v. Fenwick, 258 Md. 134, 138, 265 A.2d 256, 258 (1970), and cases therein cited. The function of the trial judge is much the same as that which he performs at the close of all the evidence in a jury trial when motions for directed verdict or requests for peremptory instructions require him to determine whether an issue requires resolution by a jury or is to be decided by the court as a matter of law. Lynx, Inc. v. Ordnance Products, 273 Md. 1, 8, 327 A.2d 502 (1974); Salisbury Beauty Schools v. St. Bd., 268 Md. 32, 41, 300 A.2d 367 (1973).

A court cannot rule summarily as a matter of law until the parties have supported their respective contentions by placing before the court facts which would be admissible in evidence. Rooney v. Statewide Plumbing, 265 Md. 559, 563-564, 290 A.2d 496 (1972); Shatzer v. Kenilworth Warehouses, 261 Md. 88, 95, 274 A.2d 95 (1971); Brown v. Suburban Cadillac, Inc., 260 Md. at 255, 272 A.2d 42. " '(W)hen the moving party has set forth sufficient grounds for summary judgment, the party opposing the motion must show with some precision that there is a genuine dispute as to a material fact.' " Shatzer, 261 Md. at 95, 274 A.2d at 44 (quoting Brown, 260 Md. at 255, 272 A.2d 42). "A bare allegation in a general way that there is a dispute as to material facts is never sufficient to defeat a motion for summary judgment. . . . General allegations which do not show facts in detail and with precision are insufficient to prevent the entry of summary judgment." Lynx, Inc., 273 Md. at 7-8, 327 A.2d at 509. A material fact is one "the resolution of which will somehow affect the outcome of the case." Rooney, 265 Md. at 564, 290 A.2d at 499.

How each opposing party may place before the court facts necessary to the determination of a motion for summary judgment is explained in Maryland Rule 610 and the cases applying the Rule. In Vanhook v. Merchants Mut. Ins. Co., 22 Md.App. 22, 26-27, 321 A.2d 540 (1974), the Court of Special Appeals pointed out that some of the ways to place facts before the court were by affidavit, Maryland Rule 610 a 3; Davis v. Montgomery County, 267 Md. 456, 298 A.2d 178 (1972); by deposition, Maryland Rules 400-413; White v. Friel, 210 Md. 274, 123 A.2d 303 (1956); by answers to interrogatories, Maryland Rule 417; by admission of facts, Maryland Rule 421; by stipulation or concession; by pleadings, Melbourne v. Griffith, 263 Md. 486, 283 A.2d 363 (1971); Vanhook, 22 Md.App. at 27, 321 A.2d at 543 explained:

"The function of pleadings in summary judgment cases is twofold:

"1. They serve to frame the issues, with respect to which the court must determine materiality.

"2. Allegations and the response, or lack of response, may establish facts as admitted or deemed to be admitted, for the purpose of the case. See, for example, Maryland Rules 311, 326, 342 c, 372."

In reviewing the propriety of the trial court's action on a motion for summary judgment, the appellate court is concerned with whether there was a dispute as to any material fact, and if not, whether the moving party was entitled to judgment as a matter of law. In considering the matter, the duly shown facts which would be admissible in evidence and all reasonable inferences deducible therefrom must be considered in a light most favorable to the party opposing the motion and against the party making the motion. See Rooney, 265 Md. at 563-564, 290 A.2d 496; Shatzer, 261 Md. at 95, 274 A.2d 95; Brown, 260 Md. at 255, 272 A.2d 42.

II

Washington's Bill of Complaint To Vacate Arbitration Award and Interstate's Answer framed the issue whether, in providing in the arbitration award that the Sales Agreement "be rescinded and declared null, void and of no force and effect," the arbitrators exceeded their powers. 5 As we have indicated, the trial court decided the issue by granting Interstate's motion for summary judgment, and dismissing Washington's Bill of Complaint. The award thus stood affirmed. 6 In granting Interstate's motion for summary judgment the court said:

"By the parties having submitted to the arbitrators all of the issues which arose from each and all of the disputes concerning the Terms and Conditions of the Agreement for the Sale and Development of Lots, they granted to the arbitrators the power to determine to what extent, if any, that Agreement was enforceable and what relief, if any, should be granted.

"In determining liability under the contract the arbitrators would clearly have the power to determine if there would, in fact, be any liability. Thus, the enforceability of the contract would be a preliminary issue to be decided. Thus, the arbitrators' award deciding that the contract was unenforceable did not exceed their powers."

Implicit in the grant of the motion was that the court determined summarily, as it may,...

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