Rose v. Mayor of Baltimore

Alvey, J., delivered the opinion of the Court. This action was brought by the appellees against the appellant to recover the amount of certain promissory notes given for the purchase money agreed to be paid for two butchers’ stalls in the Richmond Market, one of the public markets of the City of Baltimore. It appears by the agreed statement of facts, that, after due notice given of the time, place, and terms of sale, fifty butchers’ stalls, and a good many others of different kinds, all in the Richmond Market, were offered for sale to the highest bidder, by and under the direction of the City Comptroller, on the 12th of December, 1872. At this.sale, the appellant became the highest bidder for and purchaser of two of the butchers’ stalls offered; the price bid for one being $1,600 and for the other $2,200. In compliance with the terms of sale, he paid the Comptroller in cash, the one-fourth of the purchase money, and gave his six promissory notes for the remaining three-fourths, payable respectively at four, eight and twelve months from their date. At the time of paying the cash and passing the notes, the appellant accepted a receipt from the Comptroller describing the stalls, and stating that the stalls were sold subject to the ordinances that were then existing or that might thereafter be passed by the city, regulating markets. The appellant at once entered into possession [269] of the stalls, and continued to use and occupy them until sometime in the year 1815. During all this time he paid to the City Comptroller, under the ordinances regulating the markets, the annual rent and license fee required to be paid. At the trial below several prayers were offered by the appellant, all of which were rejected; but there are only two questions presented for discussion on this appeal. 1. Whether, as contended by the appellant, the appellees sold a larger interest or estate in the stalls than they were authorized by law to sell; and 2. Whether all the necessary preliminary conditions had been complied with to enable the appellees to make a valid sale of the stalls. 1. It is admitted that the city corporation is seized in fee simple of the Richmond Market; that is to say, the corporation is seized in fee of the ground and the structures thereon; and that such ground was acquired under the Act of 1833, ch. 35, and the supplements thereto, for the purposes of such market and no other. This being the nature of the title held by the city corporation, the power to dispose of the stalls, in that and the other markets of the city, is given by the Public Local Code, Art. 4, sec. 638, which is expressed thus: “The Mayor and City Council may lease, sell or dispose of the stalls and stands in any market, in any manner, and for any term they may think proper.” And it is now contended, that inasmuch as the sale of the stalls to the appellant was without express limitation as to the duration of the right, it was a sale of the entire freehold interest and estate of the corporation in the stalls, and that, as the corporation was required to hold the ground in trust for the public purposes of a market, such sale was in contravention of that special trust, and therefore it was made without legal authority. In other words, that the corporation has transcended its authority in making the sale of the stalls to the appellant. [270] This contention results, as we think, from a misconception of the nature of the right or estate acquired by the purchase of the stalls. The purchase of these stalls in a public market, like the purchase of a pew in a church, does not confer on the purchaser an absolute property, but a qualified right only. The right acquired is in the nature of an easement in, not a title to, a freehold in the land; and such right or easement is limited in duration to the existence of the market, and is to be understood as acquired subject to such changes and modifications in the market, during its existence, as the public needs may require. The purchase confers an exclusive right to occupy the particular stalls, with their appendages, for the purposes of the market and none other. If the owner be disturbed in the possession of the stalls, he may maintain case or trespass, according to the nature and circumstances of the injury, against the wrong-doer. But he cannot convert them to any other use than that for which they were sold, and in this use of them he is required to conform to the regulations of the market as prescribed by the ordinances of the city. This is by analogy to the principles applied in respect to the rights of pew-holders; and, in our opinion, the analogy between those rights and the rights acquired in the stalls is sufficiently exact to make the principles applicable in the one case equally applicable in the other. See Gay vs. Baker, 17 Mass., 425; Daniel vs. Wood, 1 Pick., 102; Howard vs. First Parish, &c., 7 Pick., 188 ; Jackson vs. Ronnesville, 5 Metc., 127; Shaw vs. Beveridge, 3 Hill, 26; Hinde vs. Charlton, L. R., 2 C. P., 104; Washb. on Eas., (3rd Ed.) 636. This then being the nature and character of the right disposed of, it is clear, we think, there was no such excess in the estate sold as is supposed by. the appellant. The city had express authority to sell or dispose of the stalls, and that in any manner, and for any term, it might think [271] proper. Under tbis comprehensive authority, the sale might well be made as it was, without express limitation as to the duration of the right in the vendee. That is limited by the duration of the market; and while it was perfectly competent to the city to have sold for any shorter term, it was also competent to it to sell the stalls for the entire period of the existence of the market, and that is the effect of the sale to the appellant. 2. With respect to the second question, we think there should be no serious doubt. It appears that the sale of the stalls was made without previous ordinance, prescribing the manner of the sale, and for what term the stalls should be sold. It is admitted that some of the stalls in the other markets of the city have been sold without previous ordinance, and that some have been sold under special ordinances directing the sale; so that there has been no uniform practice upon the subject. But it is certainly true that there should be, in all cases, a previous ordinance directing the sales; as by the terms of the power it is contemplated that the judgment and discretion of the Mayor and City Council should be exercised, as to the manner of making the sales, and the term for which the stalls should be sold. However, in a case like the present, where the act done is strictly within the powers of the corporation, and could have been authorized to be done in the manner it has actually been done, but the corporation has failed to comply with some formality or regulation which it should not have neglected, but which has in fact been omitted; in such case, after both parties to the transaction have acted and proceeded as if all preliminary formalities and regulations had been complied with, and rights have attached, the corporation itself could not be heard in a Court of justice to set up, with a view of defeating the rights of the other party with whom it has dealt, that it had neglected to observed some formality or regulation that regularly it should have observed before [272] entering into the transaction in question. This principle of estoppel is applicable to corporations generally; Bargate vs. Shortridge, 5 H. L. Cas., 297; Zabriskie vs. Clev. Col. & Cin. R. Co., 23 How., 381; and it is equally applicable to a municipal corporation as to any other. Moran vs. Comm’rs of Miami County, 2 Black, 722; Pendleton County vs. Avery, 13 Wall., 298, 305-6; County of Randolph vs. Post, 93 U. S., 502, 513. If then the city corporation is estopped to question the validity of the sale to the appellant, upon the same principle he is equally estopped to deny the validity of such. sale. He was bound to take notice of the authority and the circumstances under which the City Comptroller acted; and if his rights acquired under the contract of purchase are placed beyond question by the corporation, and he is fully protected and secured therein, there can be no ground for declaring that the notes sued on were without consideration, or that the consideration has failed. The appellant was placed in full possession and enjoyment of the stalls, and he continued in such possession for nearly three years after the sale; and it was from no defect of title, or disturbance on the part' of the city, that he ceased to use the stalls. Under the admitted facts of the case, we think the Court was entirely correct in rejecting all the prayers offered by the appellant, and entering the judgment for the appellees ; and that judgment will be affirmed. (Decided 26th March, 1879.) Judgment affirmed.