Travelstead & Sons Construction Co. v. Iglehart

223 A.2d 579, 244 Md. 296, 1966 Md. LEXIS 436
CourtCourt of Appeals of Maryland
DecidedNovember 10, 1966
DocketNo. 372
StatusPublished

This text of 223 A.2d 579 (Travelstead & Sons Construction Co. v. Iglehart) is published on Counsel Stack Legal Research, covering Court of Appeals of Maryland primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Travelstead & Sons Construction Co. v. Iglehart, 223 A.2d 579, 244 Md. 296, 1966 Md. LEXIS 436 (Md. 1966).

Opinion

McWilliams, J.,

delivered the opinion of the Court.

In December 1964 appellant (Travelstead) filed a mechanic’s lien claim in the Circuit Court for Baltimore County against the buildings it had just constructed on a 4.2 acre tract of land on the north side of the Baltimore County Beltway just west of North Charles Street. Of the defendants named therein we need be concerned only with appellees (Beltway). Twelve weeks later Beltway filed a petition [Code, Art. 63, § 28 (1964 Repl. Vol.) and Maryland Rule BG 75 a] to compel Travelstead to prove the validity of its lien. Travelstead demurred and answered, filing with its answer the details of its claim. Beltway, in its response, offered as a complete defense to Travelstead’s lien claim, a “Memorandum of Understanding” (Memorandum) which it claims acquits it of any liability to Travelstead. Appended to Beltway’s response is a motion for summary judgment and supporting affidavits. Travelstead, answering the motion, denied that the Memorandum was a release and attached affidavits in support of its position.

At the conclusion of argument on 21 June 1965 the trial court (Raine, J.), after stating his reasons for so doing, announced that he would grant the motion for summary judgment. On 2 August he signed and filed an order to that effect. The order concluded with the words “said claim is therefore ruled null and void.” This appeal followed.

To understand what has happened in this unusual and at times incomprehensible transaction it is necessary to look to its beginnings. Just when Iglehart and Pinkard (Beltway) first conceived this enterprise can not be ascertained from this record. However, it is clear that by September of 1963 matters [298]*298were well past the negotiation stage. On 24 September the owner of the 4.2 acre tract leased it to Beltway for 21 years with an option to renew for an additional term of 25 years and an option to purchase at any time after 10 years for $160,000. There followed a series of sub-leases obviously designed to take care of commitments already made to Sperry Rand Corporation and Thermo-Fax Sales, Incorporated for the erection of buildings appropriate for their respective uses and to be rented to them on terms already agreed upon. Although the record is silent in this regard we must assume that Beltway and Travelstead, for some months before September, engaged in discussions which resulted in Travelstead’s letter of 23 September, which we have set forth in full. We have italicized passages the significance of which will be discussed later on.

“Mr. Walter Pinkard, Jr.
5 E. Redwood Street
Baltimore, Maryland 21202
Dear Walter:
“We are writing this letter to outline to you our agreement with regard to the Sperry Rand Building to be built at Charles Street and the Beltway. This is intended to be a binding letter of intent and all terms of this letter shall be incorporated in a formal contract based on plans and specifications as soon as they are approved by Sperry Rand Corporation.
“The building is to be 15,600 square feet, all on one floor, with the building dimensions of 156' by 100'. Parking is to be provided for as many cars as can be gotten on the remainder of the three-quarter acre tract. The building itself is to be of structural steel framework with non-bearing walls of block with brick facing on four sides. Roof construction will be of bar joists, metal deck, insulation board and fifteen-year roof. There will be four separate mechanical equipment rooms provided to take care of three leases plus data processing area. Ceiling will be acoustical tile, mineral fissure type, and floors, with exception of bathrooms, will be vinyl asbestos tile throughout. All in[299]*299terior partitions, with exception of dividing partitions between the separate lease areas, will be stud and drywall, taped, spackled and painted. Bathrooms will have ceramic tile floors and wainscot and will have plastered walls and ceilings.
“This, then, is the general outline of the building. We have not included any site utility work which may be required for this building but have taken all plumbing, etc., lines five feet outside of building perimeter.
“As you know, we have to get together as soon as possible with regard to utilities and letting of contracts for them. We guarantee the above building and paving costs not to exceed $170,000.00. Our fixed fee for this job will be $12,600.00 even if the costs are less than the $170,000.00.
“You, of course, have the right to review and negotiate all subcontracts in. any manner you so wish. We however reserve the right to change the amount of our fee should we feel that a subcontractor will require more supervision than is normally needed due to our doubts about his capability to perform in the time required.
“The costs of normal engineering and drawings plus all normal permits, etc., are included in the above. We do not, however, include any permits for site utilities zoning, etc.
“Our payment schedule would be the following: Monthly billing—payment within ten days after billing with ten percent retainer to be held back on each payment. Last payment plus all retainers to be paid within thirty days after completion of job.
“Our upset price includes no bond charges. We will work out a plan with First National Bank whereby we will present our monthly requisition with a breakdown of payments to subcontractors covered by that requisition, backed up by copies of their invoices, and present our checks made out to these subcontractors to [300]*300the bank. They will then release the checks as soon as our account is credited with the monthly payment. Simultaneously, with final payment of all monies due, we will provide you with complete release of liens from all subcontractors and ourselves.
“If this meets with your approval, please sign where indicated and return two copies to this office.
Very truly yours,
Travelstead & Sons Const. Co., Inc.
/s/ G. Ware Travelstead
Vice President
GWT :bt
Signed /s/ A. T. Antlitz [at the time a partner in Beltway]
Date 9/24/63”

Whether Sperry Rand Corporation ever approved any plans or specifications is not known. It is clear, however, that no “formal contract” was ever prepared. The only evidence of the understanding of the parties in respect of the Thermo-Fax building is contained in the two letters which are set forth below, passages of which also have been italicized.

“November 20,1963
“Coordinators, Inc.
5 East Redwood Street
Baltimore, Maryland
Attention: Mr. Philip Iglehart, Vice President
Gentlemen:
“We propose to construct a 4500 S.F. building at your Charles Street and the Beltway development.

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Bluebook (online)
223 A.2d 579, 244 Md. 296, 1966 Md. LEXIS 436, Counsel Stack Legal Research, https://law.counselstack.com/opinion/travelstead-sons-construction-co-v-iglehart-md-1966.