
    CHARLES GOLDSBOROUGH and WINFIELD S. DELLONE vs. EMORY L. COBLENTZ and W. HARRY HALLER, Trustees, et al.
    
      Sales in equity, private contracty rescission of order of ratification. Re-sale: to higher bidder; first purchaser no right to except. Equity: duty to protect infants suo motu.
    
    C. G. had agreed with the trustees to purchase for $12,500.00 two lots, they being part of a trust under separate jurisdictions; a new contract was made for one of the properties at $7,250.00; this contract was signed by O. G. and the trustees. The sale was ratified by the. Court on July 28th, 1910; the purchaser objecting to the title, the proceedings were amended and a new order passed October 18, 1910, rescinding the former order which ratified the sale, and authorizing the withdrawal from the files of the trustees’ petition for ratification, and granted leave for other proceedings. At the suggestion of the attorney of the trustees, the valuation was changed from $7,250.00 to $8,250.00. The new proceedings were completed and a decree entered for the sale of the property, at public or private sale, for not less than $8,250.00. 3L offered $8,350.00 for the property; the former purchaser excepted to the ratification of the sale, and from an order overruling his exception an appeal was taken. It was held, that since it was at the suggestion of G. that the ratification of the former sale had been set aside, whatever protection the Court had owed to him in virtue of the decree of ratification was ended. p. 331
    Although the original contract for the two properties had been indivisible, it was divided by the act of the parties. p. 332
    After the first bid accepted had been withdrawn by agreement, the Court was free to accept the highest bid offered. p. 332
    
      The fact that no party in interest was in Court objecting to the acceptance of G.’s bid was immaterial; the fact that no one objects never justifies a Court in committing a wrong. p. 332
    Where there are infants in interest a court of equity is bound of its own motion to protect them. p. 332
    
      Decided June 24th, 1911.
    
    Appeal from the Circuit Court of Frederick County, sitting in equity (Peteb and Hotter,
    The cause was argued before Bown, C. J., Briscoe, Pattisob, Leber and Stockbribge, JJ.
    
      Thomas N. Copenhaver and William II. Surratt, for the appellants.
    
      Albert S. Brown (who filed a brief for the Trustees), and Alfred J. Carr (who with Charles II. Quigley filed a brief for Geo. L. Kelly, the appellee purchaser), for the appellees.
   Stockbridge, J.,

delivered the opinion of the Court.

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. Ooblentz and W. Harry Haller, as trustees, by which Mr. Golds-borough was to purchase from the trustees two lots of ground on Eutaw Place and one on Linden Avenue for the sum of $12,350.

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 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, Llearn 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, Ooblentz, 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. Oopenhaver, 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. Oaughy, changed from $7,250 to $8,250, but the record does not disclose any written agreement entered into at this new price.

It is tile undisputed testimony in this case that at the interview between Mr. Caughy and Mr. Coblentz, at which the agreemént was reached to take the proceedings suggested by Mr. Copenhaver, Mr. Coblentz stated that on effect of the proceeding would he 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 he 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, hut 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. Ooblentz 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. 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 of Neale 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 talcen is, therefore affirmed, with costs to the - appellee.  