56 A.2d 808 | Md. | 1948
This is the second case in this court, and at least the third in the lower court, between appellees Llewellyn and England and Queen City Dairy, Inc., or one or more of its stockholders. InLlewellyn v. Queen City Dairy,
The instant case is a bill by Llewellyn and England and their principal, Stiffler, against a stockholder for specific performance of his option agreement to sell and transfer, "as of February 1, 1946", all his stock (ten shares) for $300 per share. The option agreement, signed by appellant, provides: "In case of default I promise to pay $300 per share * * * as liquidated damages". From an order overruling a demurrer to the bill defendant appeals. The bill alleges that: Plaintiffs on December 29, 1945, secured the option agreement and on February 1, 1946, tendered $3000 and requested transfer and delivery of the stock, which defendant refused; about the same time plaintiffs secured identical option agreements from the holders of more than a majority of the 376 shares outstanding; the "sole plan and purpose" of plaintiffs was to purchase "a majority or controlling interest" so that Stiffler and his associates could "improve" the corporation and "operate it more efficiently"; ten optionors have sold and transferred their stock (109 shares) to Stiffler for $32,700; all the other optionors, including defendant, have refused to sell their stock optioned to plaintiffs; it is impossible for plaintiffs to buy other stock, not optioned; "under the circumstances" defendant's stock "has a peculiar unique value" to Stiffler and the option agreement with defendant "was made for the specific purpose of helping" him "to acquire a majority interest" in the corporation; acting in reliance upon performance by defendant, Stiffler "has expended large sums * * * as aforesaid", and "if his plans in regard to the purchase of a majority of stock * * * are thwarted and defeated" by defendant's breach of his contract, "will suffer irreparable loss * * * and it will be impossible to calculate accurately the amount of damages" he would suffer because of defendant's breach of contract.
Defendant contends that a contract to acquire control of aquasi-public corporation is not specifically enforceable, *633
citing Ryan v. McLane,
Defendant also contends that the provision in the option agreement for liquidated damages bars specific performance, citing Hahn v. Concordia Society,
It is not necessary to consider the effect of the Act of 1888, ch. 263, Art. 16, § 255, on the rights to specific performance in the absence of a showing of financial responsibility of defendant. Baltimore Process Co. v. My-Coca Co.,
Order affirmed with costs. *636