Mattingly v. Charlotte Hall School

377 A.2d 496, 37 Md. App. 157, 1977 Md. App. LEXIS 294
CourtCourt of Special Appeals of Maryland
DecidedSeptember 7, 1977
DocketNo. 1272
StatusPublished

This text of 377 A.2d 496 (Mattingly v. Charlotte Hall School) 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
Mattingly v. Charlotte Hall School, 377 A.2d 496, 37 Md. App. 157, 1977 Md. App. LEXIS 294 (Md. Ct. App. 1977).

Opinion

Powers, J.,

delivered the opinion of the Court.

By an order entered on the day this appeal was argued we affirmed the judgment of the Circuit Court for St. Mary’s County, and stated that an opinion of this Court would be thereafter filed. Our opinion follows.

On or about 15 July 1976 The Board of County Commissioners of St. Mary’s County, Maryland, and Charlotte Hall School, a body corporate, entered into a written agreement which was entitled, “Option To Purchase Real Estate”. The effect of the agreement was that the County took an option, for approximately one year, to buy

“All land and real estate of the Seller, known generally as Charlotte Hall School Property, estimated to contain between 260 and 300 acres, more or less, including all buildings and appurtenances.”

Certain personal property of the School was included, and some was excluded.

It was recited that

“This Option is given in order to enable Buyer sufficient time to explore proposed and possible public uses of the property and to determine the method of financing same should Buyer exercise its option.”

The price was to be an amount sufficient to pay two existing encumbrances, approximately $1,150,000.00.

As consideration for the option the County agreed to pay interest on the encumbrances for one year, to pay premiums [159]*159on insurance policies, and to maintain the property and buildings in a caretaker capacity. It was agreed that if the County did not exercise the option the School would give the County a junior mortgage for the net amount of its outlay in fulfilling its obligations under the agreement.

There were numerous other provisions in the agreement, among them an intangible whose historic significance we cannot ignore. The agreement said:

“The parties acknowledge that the option period reflects a time of great transition, a time immediately following the closing of Charlotte Hall School, a school of 202 years of continued existence. In this respect, the Buyer agrees to cooperate with Seller so as to facilitate, at Seller’s expense, the cataloguing of memorabilia, trophies, souvenirs and other items intrinsic and peculiar to the school, * * *. * * * Seller reserves right to place an appropriate memorial on the premises at a site to be agreed upon by the parties, the memorial intended to give notice of the school’s long and distinguished history.” 1

[160]*160Promptly after the option agreement was entered into, James W. Mattingly and five other individuals, as residents and taxpayers of St. Mary’s County, filed a Bill of Complaint against Charlotte Hall School and the members of the Board of County Commissioners, seeking to rescind the agreement and to enjoin the expenditure of public funds pursuant to its terms.

Both the School and the County Commissioners demurred to the complaint. The demurrers were submitted to the court, Robert J. Woods, Judge, who thereafter sustained the demurrers without leave to amend. This ruling constituted a final judgment. Maryland Rule 373 d., from which the plaintiffs appealed.

The only issue, below and here, is whether the Board of County Commissioners had the authority to enter into the option agreement. The authority, if it existed, must be found in Code, Art. 25, § 11A, which reads, in part:

“The county commissioners of every county in the State may acquire by purchase, gift, devise, bequest, condemnation, or otherwise, any property, or any interest therein, of any kind needed for any public purpose * *

And since the statute does not spell out separately the authority to take an option, we must decide whether the grant of express authority to purchase property needed for any public purpose includes, by implication, the power to take an option on property before deciding whether to purchase it.

The decisions dealing with the question are uniform in stating the principles which control. In Rushe v. Hyattsville, 116 Md. 122, 81 A. 278 (1911) the Court of Appeals said, at 126:

“It is settled by all of the authorities that municipal corporations have only such powers as [161]*161are granted to them by the constitution or statutes, either expressly, or by fair and reasonable construction.
“The following statement from 1 Dillon on Munic. Corp., 4th Ed., sec. 89, is supported by practically an unbroken line of decisions: ‘It is a general and undisputed proposition of law that a municipal corporation possesses and can exercise the following powers and no others'.
“First. Those granted in express words; second, those necessarily or fairly implied in or incident to the powers expressly granted; third, those essential to the declared objects and purposes of the corporation — not simply convenient, but indispensable.’ See also cases of St. Mary’s Industrial School v. Brown, 45 Md. 331; Baltimore City v. Bond, 104 Md. 590; Revell v. Annapolis, 81 Md. 9; Minturn v. Larue, 23 How. 436.
“It is equally well settled that any fair and reasonable doubt as to the existence of the power attempted to be exercised must be resolved against the corporation, and in such case the power must be denied.”

The Court of Appeals, in Howard County v. Matthews, 146 Md. 553, 127 A. 118 (1924), had before it the validity of a contract made by Howard County to complete the construction or improvement of a road, after default by the first contractor. The second contract had been made without advertisement and award to the lowest responsible bidder. The Court set out “the settled law of this State.” It said, at 561:

“Counties, like municipal corporations, can only exercise such powers as are expressly granted by the State, together with such implied powers as are necessary for the execution of the powers expressly granted. Officers of a county are public agents of limited powers, and cannot bind the public by their acts in excess of the delegated power, nor can an [162]*162expressly delegated power be exercised in a manner contrary to the mandatory language of the enabling statute.”

The Court ruled on this aspect of the case, saying, at 564:

“It will therefore be seen that the express power given in the statute to construct a road carried with it the necessarily implied power to complete the construction or improvement in case of default by the original contractor, and that it was unnecessary to readvertise for the completion of the construction or to require a new bond of the contractor who was to complete the road, after assent had been given by the surety on the original contractor’s bond.”

In a brief reference to the question in Duvall v. Lacy, 195 Md. 138, 73 A. 2d 26 (1950), the Court said, at 143:

“Municipal corporations have only the powers conferred upon them by the Legislature, and these are to be strictly construed. ‘To doubt such power in a given case is to deny its existence.’ Hanlon v. Levin, 168 Md. 674, 179 A. 286, 287, Mayor & City Council of City of Baltimore v. Canton Company, 186 Md. 618, 631, 47 A. 2d 775.”

See also

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Related

Minturn v. Larue
64 U.S. 435 (Supreme Court, 1860)
Barnett v. Board of County Commissioners
112 A.2d 492 (Court of Appeals of Maryland, 1997)
Duvall v. Lacy
73 A.2d 26 (Court of Appeals of Maryland, 1950)
Rushe v. Hyattsville
81 A. 278 (Court of Appeals of Maryland, 1911)
County Commissioners of Howard County v. Matthews
127 A. 118 (Court of Appeals of Maryland, 1924)
Hanlon v. Levin
179 A. 286 (Court of Appeals of Maryland, 1935)
Mayor of Baltimore v. Canton Co.
47 A.2d 775 (Court of Appeals of Maryland, 1946)
Mayor of Baltimore v. Bond
65 A. 318 (Court of Appeals of Maryland, 1906)
St. Mary's Industrial School for Boys v. Brown
45 Md. 310 (Court of Appeals of Maryland, 1876)
Revell v. Mayor of Annapolis
31 A. 695 (Court of Appeals of Maryland, 1895)

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Bluebook (online)
377 A.2d 496, 37 Md. App. 157, 1977 Md. App. LEXIS 294, Counsel Stack Legal Research, https://law.counselstack.com/opinion/mattingly-v-charlotte-hall-school-mdctspecapp-1977.