Hundt v. Snedegar

JANICE L. HUNDT v. CONRAD C. SNEDEGAR

No. 1854

COURT OF SPECIAL APPEALS OF MARYLAND

September Term, 2013

August 21, 2015

UNREPORTED

Meredith, Zarnoch, Reed, JJ.

Opinion by Meredith, J.

* This is an unreported opinion, and it may not be cited in any paper, brief, motion, or other document filed in this Court or any other Maryland Court as either precedent within the rule of stare decisis or as persuasive authority. Md. Rule 1-104.

In this appeal, Janice Hundt, appellant, appeals from a judgment entered in favor of Conrad C. Snedegar, appellee, following a jury trial in the Circuit Court for Baltimore County.

QUESTIONS PRESENTED

Appellant presents six questions for our consideration:

1. Was appellant entitled to judgment in her favor as a matter of law on the breach of contract count (Count I)?

2. Was appellant entitled to judgment in her favor as a matter of law on the waste count (Count II)?

3. Was appellant entitled to judgment in her favor as a matter of law on the negligence based on breach of fiduciary duty count (Count III)?

4. Was appellant entitled to judgment in her favor as a matter of law on plaintiff/appellee's request for punitive damages on the breach of fiduciary duty count (Count III)?

5. Did the trial court commit prejudicial error when it admitted printouts from the internet of real estate tax assessments as evidence of plaintiff/appellee's damages?

6. Did the trial court abuse its discretion when it denied appellant's motion for new trial?

For the reasons that follow, we answer Questions 1, 2, and 3 in the affirmative, and hold that appellant was entitled to judgment as a matter of law as to each count. In light of our answers to Questions 1 through 3, we need not reach Questions 4 through 6. Accordingly, we will reverse the judgment of the Circuit Court for Baltimore County, with instructions to enter judgment in favor of the appellant and against the appellee for costs.

FACTS AND PROCEDURAL HISTORY

This case arises from a settlement agreement ("Agreement") dated June 28, 2006, between the appellant, Janice Hundt ("Janice"), and her father, Conrad C. Snedegar ("Conrad"), appellee.¹ Prior to entering into the Agreement, Conrad had filed suit against Janice in the Circuit Court for Baltimore County (Case Number 03-C-04-13392, Conrad C. Snedegar v. Janice L. Hundt, et al.) asserting claims regarding certain real property titled in Janice's name alone; the Agreement was intended to fully and finally resolve that dispute.

Paragraph 4 of the Agreement provided:

4. Janice acquired title to three parcels of real property located at 7300 Battle Grove Road in Baltimore County, Maryland, as recorded in the Baltimore County Land Records, Liber 0012255 Folio 189-200 (the "Real Property") which title is subject to the dispute. The parties agree that the Real Property shall be sold on their behalf and that the net proceeds of such sale shall be divided between them, one-half to Janice and one-half to Conrad. All real estate taxes and insurances incurred on the Real Property since June 28, 2006 shall be divided equally between the parties. Any refund or return of these expenses shall be divided equally between the parties. The Real Property shall be listed on or before October 10, 2006, and Janice shall be entitled to retain the listing broker of her choice for the Real Property. The Parties shall agree to a listing and selling price for the Real Property. With regard to the listing price, in the event the Parties cannot agree to what the listing price should be, Janice and Conrad shall each select a broker/appraiser of their choice and shall submit the appraisals or listing agreements to [Miles & Stockbridge attorney] Katharine Fones, who shall retain an appraiser of her choice who shall determine the listing price of the Real Property. In the event that an offer less than the listing price is made, and the Parties cannot agree to accept or reject the offer, then they shall follow the procedure described above and the independent appraiser selected by Ms. Fones shall determine whetherthe offer is fair and reasonable and whether the offer shall be accepted or rejected. The parties agree that all costs associated with Ms. Fones['s] efforts and those of the independent appraiser selected by her shall be borne equally by the parties. The parties agree that all reduction in price disputes and all selling price disputes shall be resolved within ten (10) days of the day that the dispute arises. In the event that no bona fide offers are received after ninety (90) days the parties agree that the listing price shall be reduced by fifty thousand dollars ($50,000.00). If bona fide offers are still not forthcoming this $50,000.00 reduction process shall be followed every ninety (90) days until the listing price reaches $800,000.00 at which point if the parties are unable to agree on a listing price Katherine Fones shall retain an appraiser of her choice who shall determine the listing price of the Real Property.

Paragraph 10 of the Agreement provided: "This Agreement contains the entire understanding between the parties and any promises or representations not herein contained shall have no force or effect."

The real property referenced in the Agreement consisted of three contiguous lots totaling approximately five acres. At the time the Agreement was entered into, a ranch-style house (with three bedrooms, one and one half baths) was situated on one of the three lots, and the other two lots were unimproved. Conrad occupied the house at the time the Agreement was signed.

Although Paragraph 4 of the Agreement provided that the real property "shall be listed on or before October 10, 2006," the property was not listed for sale by that date. After October 10, 2006, the parties entered into an amendment to the Agreement, titled "First Amendment to June 28, 2006 Agreement," which appears to have been signed by Conrad on October 12, 2006, and by Janice on October 16, 2006. The First Amendment was oneparagraph long, and defined the term "net proceeds" as used in the Agreement. The First Amendment is not at issue here.

On January 28, 2007, Conrad signed a "Third Amendment to June 28, 2006 Agreement"; Janice signed the Third Amendment on February 13, 2007. The parties agree that there was never any "Second Amendment" to the Agreement, and assume the reference to the "Third Amendment" was merely an error. In any event, the Third Amendment provided:

Paragraph 4 to the June 28, 2006 Agreement between the Parties, which pertains to the sale of the Battle Grove Road Property (the "Real Property"), provides:

The Real Property shall be listed on or before October 10, 2006, and Janice shall be entitled to retain the listing broker of her choice for the Real Property. The Parties shall agree to a listing and selling price for the Real Property.

The Parties agree that as of the date the last of the Parties signs this Third Amendment to Agreement, no real estate broker has been retained to sell the Real Property. The Parties further agree that they previously agreed to a selling price for the Real Property of One Million Dollars ($1,000,000.00). Conrad believes he has a purchaser (the "Purchaser") for the Real Property who is ready, willing and able to purchase the Property at the price agreed by the Parties. By this Third Amendment to Agreement, the Parties agree that Conrad shall have 10 days from the date of filing of the Stipulation of Dismissal to produce a contract from the Purchaser at the agreed price. The identity of the Purchaser shall be made known at the time the contract is submitted for consideration. Should the Purchaser's contract be acceptable, the Parties agree that no real estate commissions will be paid to any party as a result of the sale. If the Purchaser fails to submit an acceptable contract within the 10 day period, Janice may retain the realtor of her choice under the terms previously set forth in the Agreement. The Parties further agree that if the Purchaser fails to submit an acceptable contract within the 10 day period, Conrad shall have 30 days from the expiration of the 10 day period withinwhich to remove all his personal effects, belonging [sic] and other personalty from the Real Property.

(Emphasis added.)

The Stipulation of Dismissal of the previously-filed lawsuit was filed on February 22, 2007. Conrad did not produce a buyer ready and willing to purchase the real property for the price of one million-dollars within ten days after February 22, 2007 — or indeed ever.

On March 12, 2007, Janice retained Leah Knoerlein as "the realtor of her choice," and she listed the property for sale for $1,000,000.00. A week later, on March 19, an offer to purchase the Property for $1,000,000.00 was received, but the offer contained unacceptable contingencies which reduced the effective amount of the offer to $700,000.00. Through her real estate agent, Janice made a counter-proposal, but no response to this counter offer was ever received.

The next offer was received on April 19, 2007, when Preston Snedegar, Janice's brother, offered to buy one of the three lots for $50,000.00. That offer was rejected because the three lots were being sold as a single unit.

A third offer was received on June 28, 2007, for $650,000.00. But the prospective buyers eventually "walked away" after receiving the results of a soil study.

On November 7, 2007, an offer to purchase the property for $700,000.00 was received, but the listing price at that point was $900,000, and nothing ever came of this offer. There were no offers received on the property between November 7, 2007, and April 7, 2011, when a letter of intent to purchase it was received. No firm offer emerged from the letter of intent, however. There were no other offers to purchase the real property. As contemplatedby Paragraph 4 of the Agreement, the listing price of the property was reduced by $50,000.00 on several occasions, beginning with a drop in price to $950,000.00 on June 12, 2007, which was...