Harrell v. Sea Colony, Inc.

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Harrell v. Sea Colony, Inc.
Court Court of Special Appeals of Maryland
Citation 35 Md. App. 300, 370 A.2d 119 (1977)
Date decided 1977


Facts:By a written contract, the plaintiff agreed to buy from the defendant, Sea Colony, a condo to be constructed by defendant. The contract called for a deposit of $11,235, which consisted of $5,000 cash and a promissory note for $6,235, payable at settlement. The contract also stated that if there was a default by purchaser, the defendant could keep the cash deposit and enforce the note. Mr. Harrell then stated that he wanted to cancel the contract based on his personal financial situation, but only if he could retain his cash deposit. The company replied that he had cancelled his contract, but they could not refund his deposit.

Procedural History:Plaintiff filed a suit for anticipatory breach of contract against the company and Freeman, one of the company’s agents, claiming that defendant had repudiated the offer and sold the condo to another buyer. He claimed his deposit as well as the difference between the contract price and the sold price to the other buyer. The trial court found for both defendants.

Issues:

  1. Whether an agent is liable if he fully discloses the identity of his principle to the third party.
  2. Whether an attempt to convert a request for a mutual rescission of the contract is an anticipatory breach or repudiation.

Holding:Remanded because there was not breach of contract against Sea Colony, but judgment for defendant Freeman because he was not a party of the contract.

Reasoning:

  1. Generally, if an agent fully discloses the identity of his principle to the third party, absent an agreement to the contrary he is insulated from liability.
  2. In order to constitute anticipatory breach of contract, there must be a definite manifestation of intention on the part of the repudiator that he will not render the promised performance when the time fixed for it in the contract arrives.