noting both that a court looks to the “four corners” of an agreement and that contract provisions must be considered in context, which includes the facts and circumstances of the parties at the time of execution
How later courts described this case
- noting both that a court looks to the “four corners” of an agreement and that contract provisions must be considered in context, which includes the facts and circumstances of the parties at the time of execution
- explaining that Maryland courts apply an objective approach to contract interpretation
- noting that Maryland courts take an objective approach to contract interpretation, adhering to the contract language’s “customary, ordinary, and accepted meaning”
- ‘We employ in Maryland an objective approach to contract interpretation, according to which, unless a contract’s language is ambiguous, we give effect to that language as written without concern for the subjective intent of the parties at the time of formation.”’
Written by the judges who cited it.
The opinion
*91 HARRELL, J., dissenting, which BATTAGLIA, J., joins.
I dissent. The propriety and ripeness for judicial resolution (through declaratory judgment) of the disputed question that the parties wish us to resolve is not as apparent to me as it is to the Majority. The consideration of whether the fair market value of the land only is affected by the existing lease between the parties was committed by the parties, through their written agreement, to a non-judicial forum, a panel of appraisers. If the first two appraisers, both Real Property members of the American Society of Appraisers (“ASA”), one each appointed by the respective parties, disagree on the answer to the pertinent question, and presumably on the ultimate value of the land (as undoubtedly they will if each party instructs its or her appraiser consistent with their views expressed in this litigation), they must select a third ASA appraiser who will break the deadlock and his/her decision will bind the parties. That is the end of this “case” and the dispute between these parties. This is what the parties agreed as a private dispute resolution process. The judicial system has no business in this matter.
No effort was made by the parties to construct a record before the trial court as to what any member of the ASA would be obliged to consider on the facts of this case in formulating “fair market value,” the kind of decision that is the mother’s milk of most real property valuation tasks. Perhaps there would have been no disagreement between the two appraisers, but, assuming there was, the third appraiser (who the parties did not select and whose judgment they must accept) would have settled the hash. I have a difficult time imagining that whether an existing lease figures in the valuation of land, as between parties to an option to purchase who might be similarly situated to those in the present case, has not been confronted before now by veteran appraisers. The parties chose to leave it to the appraisers, and so would I. I would hold the parties to their bargain, vacate the judgment of the Circuit Court, and direct that court to dismiss the suit.
Judge BATTAGLIA authorizes me to state that she joins in the views expressed in this opinion.