" (Emphasis added.) In Bond v. Weller, 141 Md. 8, 118 A. 142 (1922) the contract provided for a monthly installment of $58.34 and interest. Even though the provision for interest is similar to that in the instant case, the Court found the contract unenforceable because of vagueness in other of its provisions and accordingly did not discuss the use of the term and interest.
Cf. Caplan v. Buckner, 123 Md. 590, 91 A. 481 (1914). See also Moore v. Modern Improvement Ass'n, 190 Md. 39, 57 A.2d 316 (1948); Gibbs v. Meredith, 187 Md. 566, 51 A.2d 77 (1947); Bond v. Weller, 141 Md. 8, 118 A. 142 (1922); Tarses v. Miller Fruit Produce Co., 155 Md. 448, 142 A. 522 (1928); Realty Improvement Co. v. Unger, 141 Md. 658, 119 A. 450 (1922). Also cf. Harris v. Kirshner, 194 Md. 139, 70 A.2d 47 (1949).
It was held that the term of the lease was an essential part of it and in the absence of any stipulation to that effect a court of equity cannot decree specific performance. See Bond v. Weller, 141 Md. 8, 118 A. 142; Trotter v. Lewis, 185 Md. 528, 45 A.2d 329; Gibbs v. Meredith, 187 Md. 566, 51 A.2d 77; Garbis v. Weistock, 187 Md. 549, 51 A.2d 154; Bank v. Hurst's Estate, 187 Md. 333, 50 A.2d 133; Doering v. Fields, 187 Md. 484, 50 A.2d 553. Evans testified that "the Mutual Benefit had passed the loan for $3,500.00."
Trotter v. Lewis, 185 Md. 528, 45 A.2d 329, 332. The lower court cited Bond v. Weller, 141 Md. 8, 118 A. 142, and Tarses v. Miller Fruit Produce Co., 155 Md. 448, 142 A. 522, in which contracts were held too indefinite to be specifically enforced. In Bond v. Weller the contract, after stating the purchase price and specifying that it was to be paid in certain instalments, provided that "A building association loan" was to be "secured" by the vendee and the balance was to be "carried" by the vendor "on a second mortgage with interest.
To merit a decree of specific performance, a contract for the sale of land must be fair, reasonable, and certain in all its terms. Caplan v. Buckner, 123 Md. 590, 91 A. 481; King v. Kaiser, 126 Md. 213, 94 A. 780; Bond v. Weller, 141 Md. 8, 118 A. 142; Anshe Sephard Congregation v. Weisblatt, 170 Md. 390, 185 A. 107; Applestein v. Royal Realty Corporation, 180 Md. 274, 24 A.2d 684. Moreover, an oral contract will not be enforced unless the acts of part performance are proved by clear and satisfactory evidence, and refer unequivocally to the particular agreement alleged in the bill. Semmes v. Worthington, 38 Md. 298, 327; Reese v. Reese, 41 Md. 554; Hopkins v. Roberts, 54 Md. 312. It is our opinion (1) that the alleged agreement possesses the elements necessary to entitle complainants to the aid of equity, and (2) that the possession of the property by the purchaser, the payment of $2,017 on the purchase price, and the making of substantial improvements are acts of part performance sufficient to remove the contract from the operation of the Statute of Frauds.
" Wilentz v. Mechanik, 90 N.J. Eq. 269, 106 A. 371; 41 C.J. 849; 36 Am. Jur. 850, Sec. 324; Jones on Mortgages, 8th Ed., Vol. 3, 818, Sec. 2311. The case of Hartsock v. Mort, supra, was an action at law on a contract of sale and purchase, where the vendor had, after the contract was made, and before its consummation, sold the property, and on being sued by the vendee sought refuge behind the form of mortgage submitted by him. A case exactly like the one we have here has not been cited but the materiality of the uncertainty to which we have referred, and that is the time of maturity, seem to us to be supported in principle by the cases of Tarses v. Miller Fruit Produce Co., 155 Md. 448, 142 A. 522; Bond v. Weller, 141 Md. 8, 118 A. 142; and Fifer v. Hoover, 163 Md. 381, 163 A. 848. In the opinion of this court, because the times of maturity of the principal debt are equally capable of two meanings and constructions, the contract cannot be specifically enforced, without adopting one or the other, and so making a contract not clearly defined, its specific performance should not be decreed, and the decree appealed from should be reversed.
The surrounding circumstances enforce this construction of a paper writing which, in the opinion of the writer, expressed an intention without ambiguity. In accordance with the view here expressed, the writer, while concurring in other respects, does not agree with the conclusion of the court that the document was ambiguous nor, if it were, that parol evidence of the settlor's intention, of her instructions to the draftsman, or of her conception of the instrument's effect was admissible in evidence in aid of construction. Wigmore on Evidence (2nd Ed.) sec. 2471, p. 408; Furness, Withy Co. v. Randall, 124 Md. 101, 106, 91 A. 797; Boswell v. Hostetter, 129 Md. 53, 56, 98 A. 222; Bond v. Weller, 141 Md. 8, 12, 118 A. 142.
" 1 Williston on Contracts, sec. 37. The Maryland cases cited by the learned trial judge were either cases where specific performance was sought, as in Bond v. Weller, 141 Md. 8, 12, 118 A. 142; Tarses v. Miller Fruit Prod. Co., 155 Md. 448, 452, 142 A. 522; or where an injunction was prayed, as in Phoenix Pad Mfg. Co. v. Roth, 127 Md. 540, 544, 545, 96 A. 762, where it was said, in reference to definiteness of terms of contract, the same principles applied as in bills for specific performance; or where it was sought to explain a patent ambiguity by oral testimony, as in Castleman v. Du Val, 89 Md. 657, 660, 43 A. 821, and Merritt v. Peninsular Construction Co., 91 Md. 453, 463, 46 A. 1013. It might be that a court of equity would refuse specific performance if it reached the conclusion that it could not be determined from the written instrument what chattels the parties to the contract agreed should be included in the chattel mortgage referred to therein.
sold and bought in gross at a fixed price, and that the vendors would convey according to their undertaking if the deed would convey the land of the vendors as shown and described on the plat. If the court were to interpolate in the terms of the written contract the clause that the sale was of a tract of "about seven and one-third acres at $3,000 per acre," the instrument would not thereby be rectified so as to express the real agreement of the parties on a material point; but would revive a rejected basis of sale. Thus the sale and purchase of the land, with all representations in respect to quantity, is found completely embodied in a single written instrument, and, therefore, all other utterances of the parties are legally immaterial and, so, inadmissible for the purpose of determining what are the terms of their contract. Wigmore on Evidence (2nd Ed.), secs. 2425, 2430, p. 289; Whitelock v. Whitelock, 156 Md. 115, 119, 143 A. 712; Brummel v. Realty Co., 146 Md. 56, 66, 125 A. 905; Bond v. Weller, 141 Md. 8, 118 A. 142; Rafferty v. Butler, 133 Md. 430, 432, 105 A. 530; Phoenix Pad Mfg. Co. v. Roth, 127 Md. 540, 545, 96 A. 762. In other words, any oral or other representation of the quantity of the subject-matter is superseded or extinguished by a subsequent written agreement in which the parties have expressly dealt with the matter of quantity.
That a court of equity can enforce only a definite, certain contract, with no material terms yet to be settled by the parties, is unquestionable. Bond v. Weller, 141 Md. 8; Tarses v. Miller Fruit Produce Co., 155 Md. 448; review of decisions 49 A.L.R. 1464. And here it is true that, if we are to presume an intention to have a deferred amount paid in instalments, then so far as the vendor is to have any choice in respect to the division into instalments, this form leaves the choice undetermined, and there is room for disagreement between the parties on that detail. Only the maximum limit of three years for credit is fixed, and payment by instalments is not mentioned.