On the 10th of May, 1910, Julian S. Carter, professing to act for and on behalf of the appellant, Charles Goldsborough, entered into a written agreement with Emory L. Coblentz and W. Harry Haller, as trustees, by which Mr. Goldsborough was to purchase from the trustees two lots of ground on Eutaw Place and one on Linden Avenue for the sum of $12,250.
The Eutaw Place properties were part of a trust being administered under the Circuit Court for Frederick County, while the Linden Avenue property was under the jurisdiction of one of the Equity Courts of Baltimore City. For this reason on or about the seventh day of July a new contract for the sale of the Eutaw Place properties was entered into, for a named consideration of $7,250. This second agreement was dated as of the same date as the original *Page 330 contract, and signed by the same persons as the first agreement, and by Mrs. Fannie Fitzpatrick the cestui que trust for life. The sale as proposed to be made by the second agreement was finally ratified and confirmed by the Court on the 28th day of July.
Then followed a succession of correspondence and interviews between Emory L. Coblentz, one of the trustees, and Caughy, Hearn and Carter, as representing the supposed purchaser, Goldsborough. These disclosed an objection to the title on the part of the attorney of the purchaser, in response to which on August 30th, the trustee, Coblentz, declined to recognize the alleged objection to the title, and proposed that "the whole matter might be considered off." Instead of this, further correspondence and interviews ensued, and sometime in October an understanding was reached by which the wishes of Mr. Copenhaver, acting as attorney for Mr. Goldsborough in the examination of the title, were acceded to. These involved a material amendment of the equity proceeding under which the trustees were to make title, and which took the form of an order passed on the 18th of October, 1910, rescinding and annulling the order of July 28, which confirmed the sale negotiated between the trustees and the appellant Goldsborough, and authorizing the withdrawal from the files, of the petition of the trustees for the ratification of the sale, and granting leave to the trustees to institute such further proceedings as they might desire to effect a sale of the property.
At this point the relative positions of the parties were the same as they had been on the 7th July, when the second agreement for a sale was made.
At sometime, the date of which is not entirely certain, but prior to the taking of the testimony under the new proceedings which had been begun, the valuation of the Eutaw Place properties was, at the suggestion of Mr. Caughy, changed from $7,250 to $8,250, but the record does not disclose any written agreement entered into at this new price. *Page 331
It is the undisputed testimony in this case that at the interview between Mr. Caughy and Mr. Coblentz, at which the agreement was reached to take the proceedings suggested by Mr. Copenhaver, Mr. Coblentz stated that on effect of the proceeding would be to "involve a risk of Mr. Goldsborough being subjected to competitive bids;" the attention of Messrs. Caughy, Hearn Carter or their counsel was called to this condition in the letters of Mr. Coblentz of October 24th and October 25th.
The new equity proceedings were completed, and on the third of December a decree was entered directing the sale of the Eutaw Place properties at public or private sale, and if by the latter mode, providing that the sale should not be for a less sum than $8,250. On December eighth Mr. Coblentz wrote a letter to Messrs. Caughy, Hearn Carter, stating that the sale of the properties in question had been reported to Mr. Goldsborough, but that the trustees had received an offer of $8,300, from Francis L. Klemm on behalf of George L. Kelly. It was not true as stated in the letter that the sale had been reported to Mr. Goldsborough, and two days later Mr. Coblentz corrected this statement in a letter to Caughy, Hearn Carter, and proffered an explanation of his prior statement, and on the same day filed a report of sale of the property to Kelly. To this sale Mr. Goldsborough excepted, and from the order overruling his exceptions, this appeal has been taken.
The facts have been thus detailed at some length because a full understanding of them will materially aid in reaching a sound conclusion.
The appellant relies upon four propositions: 1st. That the final ratification on July 28th of the proposed sale to Goldsborough gave him a title which the faith of the Court was pledged to protect; this ignores the fact that in compliance with his own request that ratification had been set aside and annulled, and whatever protection the Court had heretofore placed itself in a position of owing, was at an end. *Page 332 2nd. That the original contract for the Eutaw Place and Linden Avenue properties was indivisible. The complete answer to this is that the parties had by agreement divided it. 3rd. This is based on the matter of inadequacy of price. This is not a question which enters into the present case at all. When the order of October 18th had been passed, there was no bid whatever before the Court, and the Court was free to accept the highest bid offered, from whomever it might come. 4th. That no party in interest is in Court objecting to the acceptance of Mr. Goldsborough's bid. That is entirely immaterial. The fact that no one appears and objects can never justify the Court in committing a wrong, and especially when, as in this case, there are the interests of infants which a Court of Equity is bound of its own motion to protect.
There had been no concealment of any material fact from the Court, and the only manner in which the Court could perform its plain duty was to authorize and approve a sale at the highest price offered for the properties, which was the bid of George L. Kelly. The present case is closely analogous to the case ofNeale v. Peverley, 114 Md. 198, and the law applicable to the present controversy is fully laid down in that case, and the authorities there cited.
The order of the Court below from which this appeal was takenis, therefore affirmed, with costs to the appellee. *Page 333