Knight v. Princess Builders
Annotate this Case
Download PDF
Diana Knight v. Princess Builders, Inc., No. 67, September Term, 2005. ESTATES AND TRUSTS PROCEDURE APPEALS FROM ORPHANS S COURT Petitioner sought review of a decision by the Circuit Court for Anne Arundel Co unty permitting Princess Builders, a contract p urchaser o f real prope rty held by an intestate estate, to appeal from an Orphans Court order directing the Personal Representative to sell the real property to one of the Estate s h eirs. Petitioner als o argued that there w as no enf orceable agreement between the Estate and Princess Builders failed to satisfy a contingency in the contract. The Court o f Appeals held that Princess Builders may properly be considered a party, as the term in used in the context of the governing statutes because the order of the Orphans Court for Anne Arundel County had a direct tendency to adversely affect its interests. Therefore, the Co urt conclude d that Prince ss Builders c ould appeal the Orphans Court decision. Moreo ver, the Co urt of Ap peals determ ined that Pe titioner did not have the right to challenge the enforeceability of the contracts between Princess Builders and the Personal Representative based on the failure to fulfill a contingency because the contingency was not made for her benefit nor was she prejudiced by the enforcement of the contract becau se she d id not ac t in relian ce on th e contra ct being voided . IN THE COURT OF APPEALS OF MARYLAND No. 67 September Term, 2005 DIANA KNIGHT v. PRINC ESS B UILD ERS, IN C. et al. Bell, C.J. Raker Wilner Cathell Harrell Battaglia Greene, JJ. Opinion by Battaglia, J. Filed: May 17, 2006 The case sub judice presents us with two issues for our resolution. The first question presented is whether a company, Princess Builders, Inc. that entered into a contract to purchase real property from the Personal Representative of an intestate estate, may pursue an appeal from an Orphans Court s order directing the Personal Representative to sell the real property to one of the Estate s heirs, Diana Knight. W e hold that P rincess Bu ilders is properly considered a party under Maryland Code (1974, 2002 Repl. Vol.), Section 12-502 of the C ourts an d Judic ial Proc eeding s Article govern ing suc h appe als. As the second issue, Ms. Knight asserts that there was no enforceable agreement between the Estate and Princess Builders after August 31, 2003 because Princess Builders failed to satisfy a co ntingen cy in the co ntract. We determine that because the contingency was n ot draft ed for M s. Knig ht s ben efit, she may not u se it to av oid the a greem ent. Facts In 2002, M ary Martha Is abella Knight d ied intestate while owning two parcels of real property in Anne Arundel County known as Lot 20, upon which a house was located, and an undeveloped parcel Lot 21, known, respectively, as 1612 and 1614 Severn Road, Severn, Maryland (collectively the Property ). When tw o previous persona l representatives were unable to dispose of the real property held by the Estate, the Orphans Court for Anne Arundel County appointed David R. Forrer, an attorney, as the Successor Personal Repre sentativ e. The Personal Representative offered the Property for sale through a realtor and received a bid from the Respondent, Princess Builders, in which Princess Builders offered $75,000 for Lot 21, the undeveloped portion of the Property, or $145,000 for the entire Prop erty. The Personal Representative informed the twelve heirs of the Estate, including the Petitioner, Diana Knight, of the offer and solicited a counterbid from them, to which Ms. Knight respon ded an d expre ssed an interest. The Personal Representative instructed he r to make her offer in w riting. Three d ays later, Ms. K night faxe d a letter to the realtor offering $146,000 for both lots. In response, the Personal Representative contacted Ms. Knight and informed her that the offer had to be made in the form of a contract. On June 5, 2003, the Personal Represe ntative received Ms. K night s contract, which reaff irmed her prior offer. After he received the contract from Ms. Knight, the Personal Representative, nevertheless, entered into a contract fo r sale with Princess Builders for Lot 21 for the price of $75,000 and permitted the heirs to have another opportunity to attempt to purchase Lot 20. On June 6, 2003, the P ersonal R epresentativ e filed a Pe tition to Sell Re al Estate requesting the Orphans Court s approval of the sale, as required by a contingency contained in the contract. None o f the heirs of fered to pu rchase Lo t 20. After conferring with Princess Builders about the company s interest in acquiring Lot 20, the Personal Representative, on June 17, 2003, filed a Supplemental Petition to Sell Real Estate to obtain the Orphans Court s approval to sell both lots to Princess B uilders for $145,000. P rincess Builders s contract s to p urch ase the lo ts contain ed th e fol lowing c ontingency: This Contract is contingent on buyer obtaining a building permit for the house of buyers choice [b]y August 31 , 2003 or th is contract is declared n ull and void and of no further eff ect with deposit being declared null and void and re-funded as well.. 2 Thus, any Backup Contract could then become primary. Time being of the essence for Settlement date of Sept 9, 2003. On June 23, 2003, Ms. Knight filed an objection to the sale with the Orphans Co urt and requested a hearing. In her petition, Ms. Knight alleged that she should be permitted to purchase both lots because she had submitted a higher offer than Princess Builders. Approx imately six mo nths late r, on D ecemb er 16, 20 03, a hearing on the Petition to Sell Real Estate and Ms. Knight s objection thereto was held. Subsequently, the Orphans Court issued an order directing the Personal Representative to sell the Property to Ms. Knight unless, within ten days, the Estate received an offer to purchas e the Prop erty for more than the $146,000 offer made by Ms. Knight; no such offer was received. On January 2, 2004, Prin cess Builders file d a N otice of A ppeal to t he C ircuit Co urt for A nne Aru ndel County. On May 4, 200 4, the Circu it Court held a hearing, at which time the Personal Representative moved to be joined a s a party becau se he wa s a party to both the contract of sale with Princess Builders and would b e to that with Ms. Kn ight as we ll.1 The Circuit Cou rt 1 Maryland Rule 2-212 provides for permissive joinder of parties and states in pertinent pa rt: (a) When permitted. All person s may join in on e action as plaintiffs if they assert a right to relief jointly, severally, or in the alternative in respect to or arising out of the same transaction, occurrence, or series of transactions or occurrences, and if any question of law or fact com mon to all these perso ns will arise in the action. All persons may be joined in one action as defenda nts if there is asserted against them jointly, severally, or in the alternative any right to relief in respect to or arising out of (contin ued...) 3 granted the motion. During the hearing, testimony was taken from the Personal Representative, the realtor retain ed by the Pers onal Rep resentative to facilitate the sale of the Prop erty, and M s. Knight. T hereafter, the Circuit Court issued a Memorandum Opinion in which the judge h eld that the Personal Representative acted in accordance with his fiduciary duties when he accepted the offers from Princess Builders rather than the contract submitted by Ms. Knight and reversed the determination of the Orphans Court, thereby, reinstating the contracts with Princess Builders for the purchase of both Lot 20 and Lot 21. Thereafter, Ms. Knight filed a Motion to Alter or Amend, o r Revise a J udgmen t, wherein she challenged Princess Builders s standing to pursue an appeal in the Circu it Court. The Circuit Court denied her motion on June 14, 2004, and Ms. Knight filed her Notice of Appeal on July 2, 2004. The Court of Special Appeals, in a reported opinion, determined that Princess Builders had standing to pursue an appeal to the Circuit Court based on its interpretation of the term party. Knight v. Princess Builders, Inc., 162 Md App. 526, 875 A.2d 771 (2005). The intermediate appellate cou rt noted th at un der this C ourt s prior decisions any aggrieved 1 (...continued) the same transaction, occurrence, or series of transactions or occurrences, and if any question of law or fact com mon to all defenda nts will arise in the action. A plaintiff or defendant need not be interested in obtaining or de fending against all relief demanded. Judgment may be given for one or more of the plaintiffs according to their respective rights to relief and against one or more defendants according to their respective liabilities. 4 party may note an appeal to the circuit court from the orphans court. Ultimately, the court concluded that a contract purchaser w hose right to purchase the estate property has been adversely affected by an orphan s court order is aggrieved and therefore h as standing to appeal. Id. at 537, 875 A.2d at 777. The Court of Special Appeals also determined that the contracts between the Personal Representative and Princess Builders remained enforceable throughout the proc eedings in the Orph ans C ourt an d Circu it Cour t. Moreover, the interm ediate appellate court concluded that because th e building p ermit contin gency in the co ntract betw een the E state and Princess Builders was not made for Ms. Knight s benefit, she could not use it to challenge the enforcea bility of the contra ct. Ms. Knight filed a petition for writ of certiorari with this Court and presented the following questions for our review: 1. Did the circ uit court lack s ubject ma tter jurisdiction to entertain Princess Builders s appe al from the orphan s court decision? 2. Was Princess Builders s contract of sale still enforceable, or did it expire on its o wn term s before th e hearing in the circuit court? We granted the petitio n and is sued th e writ. Knight v. Princess Builders, Inc., 389 Md. 124, 883 A.2d 914 (2005). We hold that under Maryland C ode (1974, 2002 Repl. Vol.), Section 12-502 of the Co urts and Jud icial Proceed ings Article a nd this Court s prior decisions addressing the scope of the term par ty as used therein, Princess Builders may properly be 5 considered a party who may note an appeal from the decision of the Orphans Court. Moreover, we determine that because the building permit contingency was not included in the contracts for Ms. Knight s benefit, she may not use it to nullify the contra cts between the Personal Representative and Princess Builders. Therefore, we affirm the decision of the Court o f Spec ial App eals. Discussion Ms. Knight argues that Princess Builders was no t a party to the proceeding bef ore the Orphans Court as required by Section 12-502 of the Courts and Judicial Proceedings Article. She urges this Court to limit the definition of party to those person s who are named as such on the record. Thus, Ms. Knight contends that the only parties to the underlying dispute concerning the sale of the Property were the Personal Representative and Ms. Knigh t. Accord ing to M s. Knight, alth ough Prin cess Build ers was af fected by the s uit, it was not a party. Alte rnatively, Ms. Knight argues that the Circuit Court s decision was invalid because at that time Princess Builders had no standing to file an appeal due to Princess Builders s failure to fulfill the condition precedent of obtaining a building permit, which resulted in the termination of the contract on August 31, 2003. Con vers ely, Princess Builders asserts that the term party as used in Section 12-502 of the Courts and Judicial Proceedings Article consistently has been interpreted to include individuals and entities whose interests are implicated in the proceedings in addition to the 6 named parties. M oreove r, Princess Builders argues that the fact that it appeared and participated in the hearing before the O rpha ns C ourt was suff icien t to im bue it with p arty status. Princess Builders also argues that it waived the building permit condition precedent and that both parties to the contract reaffirmed their intention to enforce the contracts. Moreover, Princess Builders asserts that Ms. Knight lacks standing to enforce provisions of a contra ct to wh ich she was n ot a party. The Personal R epresentativ e, David F orrer, conten ds that Princess Builders might properly be considered a party to the Orphans Court proceeding under Section 12-502 of the Courts and Judicial Proceedings Article. He notes that Princess Builders was provided with notice of the Orphans Court s notice of postponement of the hearing on the sale of the Prop erty, that it was served with a copy of Ms. Knight s prior counsel s Entry of Appearance and a copy of he r second R equest for Postpone ment, and that Princess Builders filed an opposition to the Request for Postponement. Therefore, the Personal Representative concludes that Princess Builders should properly be considered a party under Section 12-502 of the Courts and Judicial Proceedings Article. Who May Properly Be Considered a Party under Section 12-502 of the Courts and Judicial P roceedin gs Article Ms. Knight urges this Court to interpret party as used in Section 12-502 of the Courts and Judic ial Proceed ings Article to limit those individuals or entities entitled to appeal 7 to the parties of record in the proceeding before the Orphans Court. Conversely, Princess Builders seek s to in terpret p arty to include a ny person or e ntity detrimentally affected by a decision of the Orphan s Court. B ased on th e languag e of the ap plicable statute s, their predecessors, and our relevant caselaw, we conclude the Princess Builders was a proper pa rty to pursu e an ap peal fro m the O rphans Cour t s decis ion. Section 12-502 o f the Cou rts and Judic ial Proceedings Article provides in relevant part: (a) In general; exception in Harford and Montgomery counties. (1)(i) Instead of a direct appeal to the Court of Special Appea ls pursuant to § 12-501 of this subtitle, a party may appeal to the circuit cou rt for the cou nty from a fin al judgment of an orphans c ourt. (ii) The app eal shall be h eard de no vo by the circu it court. (iii) The de novo appeal shall be treated as if it were a new proceeding and as if there had never been a prior hearing or judgmen t by the orphan s court. (iv) The circu it court shall give judgment according to the equity of the matter. Md. Code (1974 , 2002 Repl. Vo l.), § 12-502 (a) of the Courts and Judicial Proceedings Article. At the outset we note that in Rome v. Lowenthal, 290 Md. 33, 34, 428 A.2d 75, 76 (1981), we determined that Section 12-502 of the Courts and Judicial Proceedings Article, which authorizes a de novo appeal to the circuit court from an orphans court ruling, must be read in conjunction with Section 12-501 of the Courts a nd Judicial P roceeding s Article because the two statutes delineate complementary mechanisms by which review of an orphans court s dec ision ma y be sought. Section 12-501 of the Courts and Judicial 8 Proceed ings Article p rovides in p ertinent part: (a) In genera l. A party may appeal to the Court of Special Appea ls from a fin al judgme nt of an orp hans cou rt. Md. Code (1 974, 200 2 Repl. V ol.), § 12-501 (a) of the C ourts and Ju dicial Proceedings Article. In both Se ctions, there is reference to a party appealing, but there is no definition of pa rty includ ed in the Subtitle . The statutes governing appeals from decisions of the orphans courts prior to the recodification of 1957 delimited the term party to those individuals and entities who may deem himself aggrieved by such decree. See, e.g., Md. Code (1951 ), Art. 5 § 64; Md. Code (1939), Art. 5 § 64; M d. Cod e (1924 ), Art. 5 § 64; Md. Code (1888), Art. 5 § 58; Md. Code (1862), Art. 5 § 40; Md . Code (1860), Art. 5 § 39; 1818 Md. Laws, Chap. 204. As we noted in Webste r v. Larmore, 270 M d. 351, 3 11 A.2 d 405 ( 1973) , modified on other grounds by Piper Rudnick LLP v. H artz, 386 Md. 201, 872 A.2d 58 (2005), when the statute was revised and recodified in 1957, the qualifying language defining party as the individual o r entity aggrieved by an orphans court s d ecision was o mitted presum ably as su rplusag e. Webster, 270 M d. at 353 , 311 A.2d at 406. We concluded that [t]he omission in no way attenuates the teaching of our earlier cases. Id. Therefore, we may derive some guidance from examining our prior opinions analyzing the predecessor statutes to the presents incarnations as Sections 12-501 a nd 12-50 2 of the C ourts and Judicial Proceedings Article. In 1777, the G eneral As sembly enac ted the first statu te establishing orphans courts in the counties for the probate of estates, both testate and intestate. 1777 Md. Laws, Chap. 9 8. As part of that first enactment, the General Assembly provided a means fo r individuals to obtain judicial review of a decision of the orphans courts: That it shall and may be lawful for all and every person or persons, who think themselves aggrieved by such decree or judgmen t, to appeal therefrom, with in six ty days after the award or rendition thereof , to the gener al court, or ch ancellor of this State, at his, her or their election, provided that bond be given with good sec urity to prosecute the said appeal with effect, and within thirty days after the appea l entered, and to pay such co sts and damages as shall be adjudged on the hea ring such a ppeal, or attachment or execution may issue as if no such appeal had been made. 1777 Md. Laws, Chap. 8, section 11. Twenty-one years later, the General Assembly repealed the prior act, and enacted a new statutory scheme that provided: In case the adjudication of any orphans court, to whom any such will or codicil, respecting personal property, or appointing an executor, either befo re or after it shall be exh ibited for pro bat, shall be against the said will or codicil, it shall not be received for probat in any other county; provided nevertheless, that either party conceivin g him or h erself aggrieved by the decision of the said court, relative to the probat, may, within three days after such decision, enter an appeal to the court of chancery, or the general court of the shore whereon such orphans court is held, and the said appeal shall stay further proceedings of the orphans court, provided an attested copy of the who le proceedings, under the seal of the office, be filed in the said chancery court, or general court, within sixty days thereafter. 1798 Md. Laws, Chap. 101, section 11. In this version of the statute, the G eneral As sembly first defined the class of individuals entitled to appeal a decision of the orphans courts as those aggriev ed by th e decisio n of the court. In 1802, the G eneral As sembly once again revised the statutory scheme governing the 10 review of decisions of the orphans courts, stating: A ND BE IT ENACTED, That any person who may conceive him or herself aggrieved by a judgment, decree, decision or order of the orphans court, may appeal to the county court of the county where such judgment, decision or order, may be made, and that on such appeal the county court shall have the sam e power, jurisdiction and authority, that the general court or chancery court would have had on an appeal to either of thos e courts under the original a ct; Provided nevertheless, that nothing herein contained shall be construed to affect the right of appeal from the orphans court to the co urt of chancery or general court . . . as allowed by the act to w hich this is a su pplemen t. 1802 Md. Laws, Chap.10 1, section 3. T hrough th is legislation, those people aggrieved by the actions of the orphans courts regarding the probate of an estate could seek judicial review in what would become the circuit courts of the State of Maryland, then denoted as the county courts, as an alternative to taking an appeal to either the Court of Chancery or the Gene ral Cou rt. In 1818, the General Assembly combined the prior statutes regarding the alternative avenues of appealing from the orphans courts into a single statute in an effort to better regulate the appeals from the orphans courts. Chapter 204 of the Maryland Laws of 1818 provided in pertinent p art: Sec. 1. Be it enacted, by the General Assembly of Maryland, That in all decrees, orders, decisions and judgments, hereafter to be made by any orphans court of this state, the part y or parties who shall deem him, her or themselves, aggrieved by such decree, order, decision or judgment, may appeal to the court of appeals of this state, provide d such ap peal be m ade within thirty days after such decree, ord er decision o r judgmen t. 2. And be it enacted, That if upon an appeal being entered, the 11 parties shall mutua lly agree and enter their assent in writing, to be filed by the register of the orphans court, that the appeal sha ll be mad e to th e cou nty court, the orphan s court shall d irect a transcript of the proceedings to be transmitted by the register to the county co urt, whose decision sh all be final. 1818 Md. Laws, Chap. 204. The first opportun ity we had to address th e scope o f the term p arty under this s tatute occurred in 1837 in Stevenson v. Schriver, 9 G.& J. 3 24 (1837 ). In that case, E lizabeth Stevenson, the widow of the dec edent, Josias Stevenson, Jr., filed a petition in the Orphans Court for Baltimore City asserting that she was a creditor of the estate of her late husband because he had not invested her non-marital property for her benefit as he had promised. The Orphans Court ord ered the esta te to pay the debt. The creditors and heirs of Josias Steven son ap pealed to this C ourt. We determined that under Chapter 204 of the Maryland Laws of 1818, whereby a party deeming himself aggrieved by the decree, order, or decision of the Orphans Court, may appeal to the court of Appeals, the term party : in this section of the Act of Assembly, is not used in a technical sense, necessarily importing a litigant before the court, in the proceedings in which the decree or order passed, at the time of or anteceden tly to its passage; but may also mean one on whose interests the decree or order has a direct tendency to opera te injuriously, and who, after its passage may appear in court and claim the privilege of appeal. Many, if not most of the orders of the Orphans cou rt, are wholly ex parte, and yet the right to appeal has never been denied to him who ha s sustained injury thereby. Id. at 335. Based on our interpretation of 1818 Maryland Laws, Chapter 204, we concluded 12 that the creditors and legatees had the right to appeal the decision of the Orphans Co urt because the order h a[d] direct ten dency to ope rate injuriously w ith respect to their interests in the es tate. Id. at 335. We reached a similar conclusion in Dorsey v . Warfield, 7 Md. 65 (1854). In Dorsey, the will of the decedent, Fielder Warfield, was submitted to the Orph ans Court for H oward County for pro bate in 1 847. Id. at 72. Five years later, Eleanor Warfield filed a caveat to the will and sought to have the probate of the will revoked because she alleged that the will was the produ ct of fra ud and undue influen ce. Id. The personal representative responded by denying all of the grounds of the caveat. The Orp hans Court upheld the objection to the will. Rebecc a Dorsey, on e of the leg atees unde r the will, filed an app eal with this C ourt, although she did not participate in the proceeding. Id. at 73. Reversing the decision of the Orphans Court, w e held that there can be no doubt of this case being properly before us, inasmuch as there is no t, nor can the re be, any que stion as to the r ight to appeal of Rebecca Dorsey, who is directly interested in the decision of the orphans court. Id. at 75. In 1860, the General Assembly revised and re-enacted the statute governing the right to appeal from orphans courts decisions, which provided: In all decrees, or ders, decisions and judgments made by the Orphans Court, the party who may deem himself aggrieved by such decree, order, decision or judgment, may appeal to the Court of App eals; Provided, such app eal be mad e within thirty days after such decree, ord er, decision o r judgmen t. Md. Code (1860), Art. 5 § 39. In Cecil v. Harrington, 18 Md. 510 (1862), we addressed the 13 scope of the newly revised statute. In that case, the administrator of the Estate of William Cecil and so me of the dec edent s relatives , other than William Cecil s daughters, filed a petition with the Orphans Court for Baltimore City alleging that each of his daughters had received an advance equal to their distributive shares of the estate and asking that they be excluded from the distribution of the residue. Id. at 510. The decedent s daughters denied receiving any advances on their inhe ritances and alleged that the disbu rsed funds we re payment for services provided to their f ather. Id. The Orphans Court dismissed the petition. Id. James Cecil, one of the decedent s sons and a legatee, who was not a party to the procee dings o n the pe tition, ap pealed to this C ourt. Id. Addressing whether Cecil could seek appellate review, we noted: The appellant in this case, was not a party to the original proceedings in the Orphans Court, but b eing intereste d as heir and distributee, he might be said to be aggrieved by the decision, which was adv erse to his interest. Under the rulings of th is court he was entitled to an ap peal, although not tech nica lly a party. Stevenson v. Schriver, 9 G. & J., 32 4. Parker v. Gwynn, 4 Md. 423. Id. at 512. Alth ough w e found th at James C ecil was an appropriate party to file the ap peal, we dismissed the appeal because he failed to reduce the depositions of the witn esses to writing as required under Maryland Code (1860), Article 5 Section 40 (a party may not appeal unless he shall immediately certify his intention, and request that the testimony may be reduced to writing, that in such case the depositions shall be at the cost of the party makin g the req uest.). 14 In Gunthe r v. State ex re l. Bouldin, 31 Md. 21 (1869), the bankrupt guardian admitted that he used all of the $2,000 with which he had been entrusted with un til the minor s twentyfirst birthday for his own benefit. The Orphans Court removed the bankrupt guardian and appointed a successor guardian. When the Orphans Court ordered the successor guardian to file suit again st the sureties o f the origina l guardian s bond, the s ureties filed an appeal. We dete rmined tha t: [a]ny party who may deem himself aggrieved by any order or decree of the Orphans Court may appeal therefrom, and it has been decided that any one whose interests any such order may have a tendency to operate injuriously is a party entitled to an appeal. The orders com plained of in this case dire cted suit to be brought on the guardian s bond, and passed the account of the guardian showing his indebtedness as such . This acco unt wou ld be prima facie evidence against the sureties in a suit on the bond, and to this extent would have a ten dency to ope rate injuriously upon their interests. Id. at 33 (citation omitted and emphasis in original). We interpreted the statute, Section 58 of Article 5, as permitting any party whose interests the order had a tendency to impair to seek review in th is Court. Th erefore, w e denied th e motion to dismiss the a ppeal and affirm ed the o rder of the Orp hans C ourt. In 1888, th e Genera l Assemb ly again revised the statute governing the right to seek appellate rev iew of de cisions of th e orphan s courts; the sta tute provide d in relevan t part: From all decrees, orders, decisions and judgments made by the orphans s court, the pa rty who may deem himself aggrieved by such decree, order, decision or judgment, may appeal to the Court of Appeals. 15 Md. Code (1888), Art. 5 § 58. In Meyer v. Henderson, 88 Md. 585, 41 A. 1073 (1898), we were presented with an appeal filed by a legatee who d id not appear as a party before the Orphans Court of Baltimore City and had to address the scope of the term party within the govern ing statu te, Sectio n 58 of Article 5 of the 1 888 C ode. In 1893, the will of Frederick Meyer was admitted to probate without contest. Two years later, William H enderson , who w as not nam ed in the w ill, filed a cavea t to the will, asserted that he was the son of the testator s deceased sister, and claimed that at the time of the execu tion of the w ill, the testator was not of sound mind. The personal representatives of the estate filed an answer denying all of the allegations. Catherine Meyer, a legatee under the will who was not a party of record in the proceedings, also filed an answer relying upon the assertions made by the personal representatives. The Orphans Court revoked the probate of the will and declared it void. Ms. Meyer sought appellate review. As a threshold issue we considered whether Ms. Meyer could pursue the appeal under Section 58 of Article 5 and determined: It is also said that the ap pellant is not a party to the proceedings, and cannot appea l from th e order of the c ourt be low. While the appellant was not a party of record , yet she is the one most interested in sustaining the validity of the will, and is, consequently, the party aggrieved by the order of the Orphans Court i mprop erly revok ing the p robate. By Code, art. 5 , sec. 58, it is prov ided that from all decrees, orders, decisions, an d judgm ents made by the Orph ans Cou rt, the party who may deem himself aggrieved by such decree, order, decision, or judgment may appeal to the Court of Appeals. In Stevenson v. Schriver, 9 G. & J. 335, it was said: The term party, in this section of the act, is not used in a 16 technical sense, necessarily importing a litigant before the court, in the proceedings in which the decree or order passed at the time of or antec edently to its passage, but may also mean one in whose interest the de cree or ord er has a direct tendency to operate injuriousl y and wh o after its pass age, may app ear in court, and claim the privilege of appeal. Cecil v. Ce cil, 19 Md. 72; Do rsey v. W arfield, 7 Md. 6 5. Id. at 590-91 , 41 A. at 10 75. We in terpreted the term party to permit Ms. Meyer, as a legatee under the will, to pursue her appeal despite not being a party of record before the Orph ans C ourt. In 1904, Section 58 of Article 5 was renumbered as Section 60, and thereafter was renumbered again as Section 64 in the 1924 Maryland Code, where it remained until 1951. The statute as it appeared in the 1951 Code provided: From all decrees, orders, decisions and judgments made by the orphans court, the party, who may deem himself aggrieved by such decree, order, decision or judgment, may appeal to the court of appeals. Md. Code (1951 ), Art. 5 § 64. Also, in the 1951 Code , the right to appeal to the circuit court from the o rphans co urt provide d that: [a]ny party who shall deem himself aggrieved by any decree, order, decision, or judgment of an Orphans Court may appeal therefrom to the circuit court for the co unty, or to the Superior Court of Baltim ore City, in lieu of the direct app eal to the Court of Appeals provided in Section 64 of this Article. Any such appeal shall be heard de novo by said circuit court or Superior Court, as the case may be, and from the decision of any such court there shall be a further right of appeal to the Court of Appeals. Md. Code (1951), Art. 5 § 69. In 1957, the General Assemb ly revised the te rms of the statute 17 governing the right to appeal to the circuit court and the Court of Appeals and omitted the language concerning whether the party was aggrieved. The revised provisions stated: Any party may appeal to the Court of Appeals any decree, order, decision or judgmen t of an orph ans court. *** Instead of a direct appeal to the Court of Appeals pursuant to § 9 of this article, any party may app eal to the circu it court for the county or to the Superior Court of Baltimore City from any decree, order, decisio n, or judgm ent of an o rphans co urt. Any such appeal shall be heard de novo by said circuit court or Superior Court, as the case may be, and such court shall give judgment according to the equity of the matter. From the final judgment or determination of the said circuit court or Superior Court there shall be a further righ t of appea l to the Court of Appeals pursuant to the provisions of § 1 of this article. Md. Code (1957), Art. 5, §§ 9, 25. In Webster v. Larmore, supra, 270 Md. 351, 311 A.2d 405 (1973), we had the opportun ity to construe the revised language of Section 9 of Article 5 of the 1957 Maryland Code relative to it predecessors, in light of the omission of the language who shall deem himself aggrieved by any decree. In that case, in 1964, the d ecedent, Julia Pollitt executed a will naming her future husband, Austin Brumley, as the heir to the residue of her estate. Ms. Pollitt and M r. Brumley w ere married and divor ced by June , 1966. In 19 70, Ms. P ollitt died an d her w ill was su bsequ ently subm itted to p robate. In the Orphans Court, Walter Webster, the Personal Representative, sought an order 18 permitting him to distribute the residue of the Estate to Mr. Brumley s widow and children. After a hearing, the Orphans Court ordered the residue of the Estate to be distributed to Ms. Pollitt s next of kin. Mr. Webster sought and obtained authority from the O rphans Court to appea l to this C ourt at th e Estate s expe nse. The threshold issue before us was whether Mr. Webster was entitled to seek appellate review under Section 9 of Article 5, which as previously stated, provided: Any party may appeal to the Court of Appeals from any decree, order, decisio n or judgm ent of an o rphans co urt. We noted that the revised statute must be construed in the light of the restrictive gloss imposed by our de cisions. Webster, 270 Md. at 353, 311 A.2d at 406. We further observed that the statute, as revised in 1957, excised the language who may deem himself aggrieved by such d ecree, o rder, de cision o r judgm ent, presumably as surplusage. Id. We stated that [t]he omission in no way attenuates the teaching of our earlier cases, id., and concluded that although Mr. Brumley s widow and children might h ave been aggriev ed by the order, and thus, could have appealed under Article 5, Section 9. Id. at 354, 311 A.2d at 406. Mr. Webster, however, could not as he could be in no way aggrieved by the O rphans Court s order because he was granted protection from liability by the Orphans Court s order directin g distrib ution an d thus, h is interes ts were not adv ersely aff ected b y the orde r. Id. In 1973, as part of the General Assembly s extensive revision of the Maryland Code, Section 9 of Article 5 was recodified as Section 12-501 of the Courts and Judicial Proceedings Article. The statute provided: 19 A party may appeal to the Cou rt of Special Appeals from a final judgment of an o rphans court. However, if the final judgment was given or made in a summary proceeding, and on the testimony of witnes ses, an app eal is not allowed under th is section unless the party desiring to appeal immediately gives notice of his intention to appeal and requests that the testimony be reduced to writing. In such case the testimony shall be reduce d to wr iting at th e cost o f the pa rty reques ting it. Similarly, Article 5, Section 25 was recodified as Section 12-502 of the Courts and Judicial Proceed ings Article a nd provid ed in pertine nt part: (a) In general: exception in Montgomery County. Instead of a direct appeal to the Court o f Special A ppeals pu rsuant to § 12501, a party may appeal to the circuit court for the county or to the Superior Court of Baltimore City from a final judgment of the orphans court. The appeal shall be heard de novo b y the appellate court, and it shall give judgment according to the equity of the matter. Ths subsection does not apply to Mo ntgo mery Cou nty. Any of the other changes subsequently made by the General Assembly with respect to the language of Section 12-501 and 12-502 of the Courts and Judicial Proceedings Article have not altered any of the language at issue in the present case. Based on the foregoing, we must determine if the right to appeal from an action of the Orphans Court properly may be extend ed to a contract purchase r of real estate held by an estate. Throug hout our in terpretations o f the variou s incarnation s of the statute s presently denoted as Sect ion 12- 501 an d 12-5 02 of th e Cou rts and J udicial P roceed ings A rticle, w e have consistently note d that the on ly requiremen t is that the individual or entity seeking appellate review must be aggrieved by the Orphans Court s decision, meaning that the 20 actions of the Or phans C ourt must h ave a dire ct tendency to adversely aff ect the interests of the party. In the present case, Princess Builders s interests under the contrac ts with the Personal Representative were negatively affected by the Orphans Court s decision to set aside its agreeme nts with the Personal Representative. Clearly we have recognized a contract purchaser of real property has a significant interest in the enforcement of the contracts under the doctrine of equitable conversion by which the contract purchaser of realty becomes the equitable owner of the property, while the vendor retains a bare legal title. Watson v. Watson, 304 Md. 48, 60, 497 A.2 d 794, 80 0 (1985); Himmighoefer v. Medallion Industries, Inc., 302 Md. 270, 487 A.2d 282 (1985). Princess Builders s inter ests w ere injuriously affected by the order because the order divested Princess Builders of its right to purchase the lots as well as its interest as the equitable owner of the lots. Moreover, both the Personal Represe ntative and Ms. Kn ight clearly recog nized that P rincess Bu ilders had an interest in the Orphans Court proceedings because they served the compan y with copies of their pleadings. Therefore, the Orphans Court s actions ha d a direct ten dency to ope rate injuriously with respect to Princess Builders s interest in the real property and, as such, Princess Builders h ad standing to seek review in the C ircuit Co urt for A nne Aru ndel County. The Enfo rceability of Prince ss Builders s Co ntracts Alte rnatively, Ms. Knight argues that the Circuit C ourt s decisio n should be reversed because there was no enforceable contract between the Estate and Princess Builders after August 31, 2003 , because P rincess Bu ilders failed to s atisfy the following contingency 21 contained in the contra ct: This Contract is contingent on buyer ob taining a bu ilding perm it for house of buyers choice [b]y August 31, 2003 or this contract is declared null and void and of n o further ef fect with d eposit being declared null and void and re-funded as well. Thus, any Backup Contract could then become primary. Time being of the essenc e for S ettleme nt date o f Sept 9 , 2003. According to Ms. Knight, this clause created a self-operative, terminating clause that resulted in the termination of the agreements on September 1, 2003 . Therefore, Ms. Knight argues that there was no effective contract between the Estate and Princess B uilders at the time of the procee dings b efore th e Orph ans C ourt or th e Circu it Cour t. We determine that because the contingency was n ot included for M s. Knight s benefit, she may not use it to annul the a greemen t. In support of her position, Ms. Kn ight relies upo n two de cisions by this C ourt whe rein the contingency at issue in the case benefitted the party who sought to avoid the agreement due to the other party s failure to satisfy the terms of the contingency. In Metz v. Heflin, 235 Md. 550, 201 A.2d 802 (1964), Ernest and Mabel Heflin entered into a written agreement with Nathan Metz to sell four and a half acres of land in M ontgomery Coun ty. As part of the terms of the contract, Mr. Metz agreed to apply for rezoning and the Heflins agreed to take back a first deed of trust for $70,00 0. Id. at 552, 201 A.2d at 802. It further provided that in the e vent that the rezon ing d id no t occ ur by A pril 30, 1963, the contract would be void. Id. The rezoning benefitted both Mr. Metz, who sought to develop the land, and the Heflins because it w ould have increased th e worth of the property. Mr. M etz was unable to sec ure 22 rezoning until May 7 a nd three da ys later, demand ed settlemen t. Id. at 552, 201 A.2d at 80203. The Heflins informed Mr. Metz that the contract provided that it would expire and become void if zoning did not take place by April 30, 1963, and since zoning had not taken place by that date the contract has expired and is now void and of no legal effect. Id., 201 A.2d at 803. Mr. M etz filed suit for specific performance of the contract, which the trial court denie d. He sub sequently filed an appea l with this Co urt. Having concluded that the contingency inured to the Heflins benefit as holders of a security interest in the property, we reasoned that as benefitting parties, nonperformance of the contingency had to be excused or waive d by both Mr. M etz and the He flins. Id. at 55254, 201 A .2d at 803. T herefore, w e affirmed the decision of the trial cou rt. In Jones v. Saah, 261 Md. 340, 275 A.2 d 165 ( 19 71), the Saa hs entered in to contracts for the sale of re al property with Mr. Jones and Mr. Ray, the appellants, which provided that Mr. Jones and Mr. Ray w ould sell the lo ts to the Saahs and take back a first deed o f trust to fina nce t he purch ases . The contract s pro vide d the follo wing contingency: In the event said zoning is not secure d by May 30 , 1968, this contract shall become Null and Void and both parties shall be relieved of an y further liabil ity, and in that event the deposit of Two Thousa nd Dollar s ($2,000.0 0) shall be retu rned to purchaser without further question. Id. at 341-42, 275 A.2d at 165. When the Saahs informed Mr. Jones and Mr. Ray that they intended to move forward with settlement, Mr. Jones and Mr. Ray failed to appear and informed the broker that the contract were null and void and that the deposit should be 23 returned to the Saahs. The Saah s filed su it seeking sp ecific perfo rmance o f the contra cts and argued that because the contingency inured to the ir benefit, they co uld waive its performance. The Circ uit C ourt for M ontg ome ry County granted the Saa hs specific performance and Mr. Jones and Mr. Ray appealed. Relying upon our reasoning in Metz, we noted that the fact th at the sellers w ere to take back a deed of trust which gave [them] a substantial interest in the p rope rty . . . any change in the zoning to a greater d ensity (to a com mercial use in our case) would b enefit the sellers as much as the purchasers. Id. at 344, 275 A.2d at 166-67. Therefore, we concluded that because the sellers benefitted from the contingency as well as the purchasers, the purchasers could not unilaterally waive the condition and the agreem ents w ere void . Id., 275 A.2d at 167. These cases differ fundamentally from the case at bar. The contingency at issue patently was not m ade for M s. Knight s b enefit, but rath er, solely benefit ted Princess Builders as evidenced by the fact that it was included at the company s behest and that neither the Estate nor the Personal R epresentativ e would have an in terest in whether Princess Builders was able to construct a house on the property. Moreover, Ms. Knight was not prejudiced by the enforcement of the agreements between Princess Builders and the Personal Representative because she did not act in reliance on the contract being voided. Therefore, because the contingency did not benefit Ms. Knight and she was not prejudiced by Princess Builders s failure to fulfill the condition, she may not use the nonperformance of its terms 24 to rend er the co ntract vo id. Conclusion We conclude that Princess B uilders prop erly may be considered a party as the term is used in the context on those statutes because the order of the Orphans Court for Anne Arundel County has a direct tendency to adversely affect its interests. Moreover, we determine that Ms. Knight does not have the right to challenge the enforceability of the contracts between Princess Builders and the Personal Repre sentative based on the fa ilure to fulfill a contingency because the contingency was not made for her benefit nor was she prejudiced by the enforcement of the contract. Therefore, we affirm the judgment of the Court of Special Appeals. JUDGMENT OF THE COURT OF SPECIAL APPEALS AFFIRMED. COSTS IN THIS COURT AND THE COURT OF SPECIAL APPEALS TO BE PAID BY PETITIONER. 25
Some case metadata and case summaries were written with the help of AI, which can produce inaccuracies. You should read the full case before relying on it for legal research purposes.
This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.
