87 Md. 511 | Md. | 1898
delivered the opinion of the Court.
Martin Meyerdirck, on the 18th day of January, 1896, purchased from Milton Goldman, for the sum of fifteen thousand dollars, three hundred and ninety-six feet of
The bill of complaint states most of 'the facts we have thus given at some length, and makes other allegations, amongst them that the transaction between Meyerdirck and Shinnick was in reality only a loan from the former to the latter, and that Meyerdirck was only entitled to recover the sum of twenty-seven thousand dollars, with interest thereon. The bill asks the Court to pass a decree declaring that he was only entitled to that sum, with interest, and that the complainants be permitted to bring into Court the redemption price of said rents mentioned in the agreement, and that Meyerdirck be required to execute a' good and valid title for the same upon being paid the redemption price, or that a trustee be appointed to sell said rents and pay off what the Court may determine Meyerdirck entitled to, the balance to be paid to the plaintiff and other creditors. There is also a prayer for general relief. The theory of the bill, as originally filed, seems to have been abandoned and although the record does not show it was amended the Judge below stated in his opinion that “it was understood at the hearing that the plaintiff would amend and stand altogether upon the theory of assignment,” and the position taken in this Court by the appellants was that they are entitled to a specific performance of the contract, as assignees of Shinnick. We do not understand why the two appellants were joined in one bill, as their rights, if any, to specific performance are separate and distinct, as the one has no interest in' the lots claimed by the other, but as in our opinion the case is not made- out in favor of either of them it will serve no good purpose to discuss the purely technical objections to the bill.
The agreement of the 27th of March, 1896, between Shinnick and Andrew must of course be the foundation for
But if that agreement had been couched in such language as to leave no doubt in the minds of the Court that the intention was to assign all Shinnick’s interest in the part of the contract of January 18th that provided for the purchase by him of the ground rents, at the prices therein named, we are of opinion that it could not have been done, so as to enable the assignees to proceed against Meyerdirck, for the reason that the contract was not assignable without the consent of Meyerdirck. The lease contains many of the covenants usually in instruments of that character, but has no provision for the redemption of the ground rents. The only right therefore to redeem was such as the statute conferred—which provides for redemption after the expiration of ten years for a sum equal to the capitalization of the rent reserved, at a rate not to exceed six per centum. The lessor therefore had an investment under it which could not be disturbed for ten years. But by the contract he not only agreed to pay the bonus of twelve thousand dollars, but also to sell the ground-rents within the year at the sums named. Shinnick on his part agreed to build the houses, as described in detail, within eight months, to insure each house as soon as it was under roof, and entered into the covenant not to assign, etc., as stated above. It is apparent that the object of giving Shinnick the privilege of redeeming the rents was to encourage'and help him in his work and it was an important part of the consideration moving him to enter into the covenants made by him. It is also true that if Shinnick built the houses as he contracted to do and did not exercise the option within the year, •that Meyerdirck had the prospect of getting more than he would have gotten under the contract. It will not do then
A good deal of the testimony in the record is on the question whether Meyerdirck promised verbally to see that the difference between what Shinnick was to pay him and what he sold the' rents for were paid to the appellants, it being thus attempted to establish an equitable estoppel. He flatly denies that, but says he may have stated that if Shin-nick would comply with his contract and was satisfied for Andrew to get the “equities”- he -would not object to it. The dealings between them tend to show that that was all Meyerdirck undertook to do. Three rents were sold that
Decree affirmed with costs to the appellees.