Scarlett v. Stein

| Md. | Jun 24, 1874

Robinson, J.,

delivered’the opinion of the Court.

This suit was brought to recover a balance of purchase money alleged to he due on the following contract:

“I have purchased this day, June 22nd, 1869, from Sam’l Stein, Esq., lots 1 to 24 inclusive—Stein’s Addition to G-alesville—as per agreement.

Wm. Gr. Scarlett.”

“Received, Balto., June 22nd, 1869, from Wm. Gr. Scarlett, one hundred dollars, on account of, and being part of eighteen hundred dollars purchase money of section 1 to 24 inclusive—Stein’s Addition to G-alesville—balance of purchase money to be paid within thirty days from date— said Stein giving said Scarlett proper title.

Samuel Stein-.”

The tract of land of which lots No. 1 to 24 formed part, was purchased on the 3rd June, 1869, hy Stein, the appellee, of Alexander B. Hagner, Esq., trustee to sell the same under a decree of the Circuit Court of Baltimore city. In consequence of the absence of Mr. Hagner, in Europe, Mr. Randall was appointed trustee to complete the trust, and on the 31st of January, 1810, he conveyed the property to Stein, and on June 14th, 1810, Stein tendered to the appellant a deed of lots No. 1 to 24, which the latter declined to accept.

There was no tender of the purchase money by the appellant within the thirty days prescribed by the contract for its payment, nor was there any demand made upon the appellee for a deed, or any objection when tendered, that it was not within the time mentioned in the contract.

The main questions presented by this appeal are: 1st. Whether the failure on the part of the appellee to tender to the appellant a deed of title within thirty days, discharged the appellant from all liability under the contract ?

2nd. Whether the appellant was induced to purchase the property by the fraudulent misrepresentations of the appellee f

Parties may, no doubt, make time an essential part of a contract, and in such cases, the failure by one of the parties to perform his part of the obligation within the time prescribed, discharges the other from all liability under the contract. Whether time is to be considered as of the essence of the contract, must, of course, depend upon the intention of the parties. When this intention is expressed in clear and unambiguous terms, the contract must speak for itself, and the liability of the parties must be determined by the plain and obvious meaning of the language used. If, however, this intention is not expressed in clear and direct terms, Courts may look to the acts and conduct of the parties, in order to find out the meaning which they themselves have put upon the contract. There is no clause in the agreement before us providing that it shall be null and void upon the failure of either the appellant to pay the purchase money, or the appellee to convey the legal title, within thirty days—the provision, in this respect being: “balance of purchase money to he paid within thirty days from date, said Stein giving said Scarlett proper title.”, If there be any difficulty as to the interpretation of this agreement, looking to the face of the paper itself, it is very clear, we think, when viewed in the light of the circumstances surrounding its execution, and of the acts and conduct of the parties thereto, subsequent to its execution, that time was not intended to he a material part of the contract. As we have before said, there was no offer by the appellant of the purchase money, nor any demand for a conveyance of the legal title, nor is there any allegation that he was injured by not getting the title within the time prescribed by the agreement. On the contrary, the whole proof shows that he denied all liability under it, upon the sole ground that he had been induced to make the purchase by the fraudulent representations of the appellee.

This brings us to the question as to whether there was any evidence, legally sufficient, which the Court ought to have submitted to the jury, tending to prove that the appellant had been induced to sign the agreement in question by fraudulent'representations of the appellee. Whatever conflict there may be in the reported cases, as to what is necessary to constitute fraudulent representations on the part of the vendor, they all agree that if a party makes a representation of material facts knowing them to he false, with a view of inducing another to make a purchase, who, relying upon the representation thus made, is induced to make a purchase which he otherwise would not have made, and is thereby injured, such person may rescind the contract of sale, and he discharged from all liability thereunder.

In this case the appellant testified that a short time before the execution of the agreement, the appellee came to appellant’s place of business and stated that he had made an operation, in which he would like to have the appellant interested, and proposed to put the appellant in said operation on the ground floor with himself, due allowance being made for expenses incurred; that the operation would be entirely satisfactory and beneficial to both parties, his only purpose being to serve the appellant, on account of their long and intimate friendship. That on the 22nd June, the day on which the agreement was signed, he called again, and stated that the operation referred to the purchase of a lot of ground at G-alesville, Maryland, a place destined to be of considerable importance. To the propositions thus made, the appellant replied that he had never been at Galesville, lenew nothing of the value of the property, but that he had confidence in the judgment and friendship of the appellee; that relying upon the representations of the appellee, and the promise to put him on an equal footing in the operation, due allowance being made for expenses incurred, he signed the agreement in question. That shortly afterwards he found that the representations, upon the faith of which he had agreed to purchase the property, were false, and so informed the appellee. It further appears that the appellant, by his contract, had agreed to pay about thirteen hundred and fifty dollars per acre for part of the tract of land which the appellee had purchased but a few weeks before, of Mr. Hagner, trustee, at one hundred dollars.

Here was evidence which in our opinion ought to have been submitted to the jury, tending to prove that the appellant had been induced to make the purchase by the fraudulent representations of the appellee. It is true that the testimony of the appellant in regard to the transaction was flatly contradicted by that of the appellee, but the weight of the evidence and the credibility of the witnesses, were questions exclusively for the determination of the jury. We think the Court therefore erred in instructing the jury, there was no evidence from, which the jury could find fraud in the transaction.

(Decided 24th June, 1874.)

We do not deem it necessary to examine in detail the thirteen prayers offered by the appellant. The contract of purchase was signed 22nd June, 1869, and a deed of conveyance, was tendered by the appellant June 10th, 1810. There was no demand by the appellant for a conveyance of the title prior to the day on which the deed was tendered, nor was there any offer to pay the purchase money, nor any proof that the appellant was injured by the delay. Under these circumstances, if it should be conceded that it was the duty of the appellee to tender a conveyance of the title, prior to a tender on the part of the appellant of the purchase money, a question we are not to be understood as deciding, we think the deed was tendered within a reasonable time.

We are also of opinion, that the description of the property in the contract as “section 1, lots No. 1 to 24 inclusive, Stein’s Addition to G-alesville,” taken in connection with the plats, showing the location of these lots, and which were exhibited at the time of the purchase, is sufficient under the Statute of Frauds. “Id certum, est, quod certum reddipotest.” These plats were clearly admissible in evidence, for the purpose of identifying and proving the precise location of the lots No. 1 to 24, referred to in the contract.

We find no error in the first and second bills of exception, nor in the refusal to grant the appellant’s 1st, 2nd, 3rd, 4th, 5th, 6th, 1th, 8th, 9th, 10th and 13th prayers. There was error however, in the refusal to grant the 11th and 12th prayers, and in the instruction granted by the Court.

For these reasons the judgment will be reversed and a new trial awarded.

Judgment reversed, and new trial awarded.