Kramer v. Tri-County Community Development Corp.

581 A.2d 429, 84 Md. App. 562, 1990 Md. App. LEXIS 163
CourtCourt of Special Appeals of Maryland
DecidedNovember 1, 1990
DocketNo. 1847
StatusPublished

This text of 581 A.2d 429 (Kramer v. Tri-County Community Development Corp.) is published on Counsel Stack Legal Research, covering Court of Special Appeals of Maryland primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Kramer v. Tri-County Community Development Corp., 581 A.2d 429, 84 Md. App. 562, 1990 Md. App. LEXIS 163 (Md. Ct. App. 1990).

Opinion

JAMES S. GETTY, Judge.

The Circuit Court for Charles County granted specific performance of a contract to sell 39.94 acres of unimproved land for the sum of $319,500.00. The appellants herein are [564]*564the owner-sellers, namely: Robert L. Kramer, Helen E. Kramer, and L.C. Carr, Inc. The appellee-buyer is TriCounty Community Development Corporation, Inc.

For reasons that will unfold in the recounting of the events that occurred among the participants, this case began with a contract of sale, executed by two of the three owners, in October, 1984, and ended in August, 1989, when the court ordered that the appellee was entitled to have the contract specifically performed.

The contract of sale included a $2,000.00 down payment, which was paid, and was conditioned upon an engineering feasibility study to determine the viability of home construction on the site. It was also contingent upon the purchaser obtaining rezoning for cluster town houses. The rezoning effort consumed two years and resulted in approval of the amendment on April 1, 1987. Thereafter, the appellants refused to complete the transfer, citing the failure of the appellee to obtain the signature of Helen E. Kramer on the contract of sale.

The background leading to this appeal begins with the October 18, 1984, contract. Who contacted whom is not clear from the record, but one Fred A. Zihlman signed the initial contract as “Broker or Sales Manager.” Unfortunately, Mr. Zihlman died before the trial and his testimony was not available to either party. L.C. Carr, Inc., owned an undivided one-half interest in the 89.94 acre tract; the remaining one-half interest was held by Robert and Helen Kramer as tenants by the entireties.

We are at a loss to understand why the appellee did not insist that Helen Kramer sign the sales contract initially or, at the latest, six months after the contract was executed by Carr and Robert Kramer, when it surely knew of her interest since she signed the request for rezoning.

The Zoning Amendment application is a printed form [565]*565listing the applicant as “H.O.U.S.E., Inc.,”1 and a check mark appears to the right of the applicant’s name designating the applicant as “Contract Pur.,” the date of the application being April 2, 1985. Both Robert L. and Helen E. Kramer signed the form as owners of record. L.C. Carr signed a separate form as president of L.C. Carr, Inc.

The testimony establishes that, prior to their real estate ventures, both Carr and Kramer were used car salesmen. Kramer is a licensed real estate salesman in Maryland, Pennsylvania and North Carolina. Mr. and Mrs. Kramer are real estate developers, having built three subdivisions in North Carolina through Pinehurst Realty, a company in which Mr. Kramer owns 51% of the stock and Mrs. Kramer owns the remaining 49%. Mr. Kramer testified that Mrs. Kramer has been active in the company “for the last five or six years, and she is actually the rental agent and ... also the receptionist.” Mrs. Kramer, according to her husband, works “approximately, I would say, seven months a year.” Nearly all of the property owned by the Kramers, including four apartments in Miami, Florida, is titled to them as tenants by the entireties.

Mr. Kramer testified that he told Mrs. Kramer that the sales contract was “strictly an option and that is the way I understood it through Mr. Zihlman.” When asked why Mrs. Kramer did not sign the initial contract, Kramer replied that she was never requested to sign it. Referring to the zoning application, Kramer was asked if Mrs. Kramer read it before she signed it and he responded, “My wife would definitely look at that.” Neither of the Kramers nor Carr was present at any of the subsequent zoning hearings. According to Mr. Kramer, he notified the appellant that no binding contract existed shortly before the zoning change was approved, by initiating a call to the appellant as soon as he learned of Mr. Zihlman’s death.

Mrs. Kramer testified as follows:

[566]*566Q. Fine. Now when that [zoning application] came to you and you have testified that is your signature, did you and your husband discuss that document?
A. Well, to the degree that I had asked him what it was for, what my signature was needed for.
Q. How, if at all, did he respond to that, what did he tell you?
A. He said that we were negotiating on a piece of property for sale in Charles County, and that it needed to be signed in order to, you know, fulfill that.

Responding to further questions, Mrs. Kramer indicated that she paid no attention to the notation that H.O.U.S.E. was listed as a contract purchaser on the zoning application and she stated that she did not recall “ever talking or discussing” the subject of Mr. Kramer and Mr. Carr having sighed any contract of sale for the property.

On cross-examination, Mrs. Kramer was asked again about her discussion with Mr. Kramer concerning the zoning application. She responded:

He told me there was a deal pending on the property and that we needed to sign the zoning if there was anything to be negotiated as far as an offer of purchase was concerned, that that is what it was holding on to.

Mrs. Kramer signed the zoning form and did not inquire whether the “deal” was a contract of sale.

Based upon the facts recited above the trial court held that Mrs. Kramer was estopped from asserting any defenses otherwise available to her and granted appellee’s demand for specific performance of the contract to convey the 39.94 acres for the $319,500.00 agreed price.

The trial court stated, in pertinent part, the following:

... I am prepared to accept the proposition that nobody was trying to mislead anybody here. That Mr. Kramer was acting in good faith at least toward the plaintiffs. I suspect there has been more conversation between Mr. and Mrs. Kramer than was disclosed here today, at least after the suit was filed, if not before, but the fact is that [567]*567what Mr. Kramer signed was ... an agreement to sell this property to ... this plaintiff if the contingencies mentioned were met within a reasonable period of time, and I see no reason why, if a reasonable period of time required more definition, more definition wasn’t put in there____
I am satisfied, therefore, that these plaintiffs have met their obligations under this provision of this document. They stand here today, willing and able to perform.
Also, it is understood that as to Mrs. Kramer ... this document was executed by Mr. Kramer without any express or implied authority from her ... Mrs. Kramer tells us today that that [signing the zoning form] was the first time she learned that anything was really in the works with regard to this piece of property and that Mr. Kramer told her that a deal was in the works and he was negotiating with these people who were interested in buying the property, which, generally speaking, is not necessarily an inaccurate description of things as they were at that point, but we know today, and Mrs. Kramer could have discovered at that time, for the asking, that Mr. Kramer had signed a document that was somewhat more refined than that and that put him, at least, and Carr, at least, in a more circumspect position____
Mrs.

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Bluebook (online)
581 A.2d 429, 84 Md. App. 562, 1990 Md. App. LEXIS 163, Counsel Stack Legal Research, https://law.counselstack.com/opinion/kramer-v-tri-county-community-development-corp-mdctspecapp-1990.