Baldwin & Briscoe P.C.
301-862-4400
22335 Exploration Drive Ste. 2030
Lexington Park, MD 20653
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Contract Re-Negotiations

 

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Maryland View on Contracts
Re-Negotiations

 

  Real estate is a part of our lives.  Most people will at some point buy a house or land.  There are a lot of issues that can arises during these transactions, one of them is negotiations falling apart.  If a buyer offers a new amount, does this open a new contract negotiation and make a previous contract null and void?  If a settlement does not take place by the time stated in the contract of sale, does this open a new contract and make the previous contract null and void?

 

Maryland View On Contracts

  Maryland courts follow the objective theory of contracts, which is:

 

    “A court construing an agreement under [the objective theory] must first determine from the language of the agreement itself what a reasonable person in the position of the parties would have meant at the time it was effectuated. In addition, when the language of the contract is plain and unambiguous there is no room for construction, and a court must presume that the parties meant what they expressed. In these circumstances, the true test of what is meant is not what the parties to the contract intended it to mean, but what a reasonable person in the position of the parties would have thought it meant.”

- Dennis v. Fire & Police Employees Ret. Sys., 390 Md. 639, 656-57, 890 A.2d 737, 747 (2006) (quoting General Motors Acceptance v. Daniels, 303 Md. 254, 261, 492 A.2d 1306, 1310 (1985).

 

  In other words, a court will look at the exact wording of the contract and if the wording is clear and unambiguous, the court will assume that the parties that are under the contract intended to be bound by it.  If the language in the contract is not clear and unambiguous, then a court will look to how a reasonable person would act if they were in the same position as the parties in the contract.    

 

Re-Negotiations

  Maryland precedent establishes that a contract can only be re-negotiated when the contract has a re-negotiations clause written into the contract.  See Cushman v. Anne Arundel County, 246 Md. 525, 532, 228 A.2d 825 (1967), Wolfe v. Wolfe, 12 Md.App. 581, 584, 280 A.2d 1(1971), Balt. City. v. AECOM Srvcs. Inc., 200 Md. App. 380, 400, 28 A.3d 11 (2011)  Fraternal Order of Police, Montgomery City., Lodge 35 v. Montgomery City., 437 Md. 618, 630, 89 A.3d 1093 (2014).  These cases establish, along with Maryland’s view of reading the contract solely based off of its plain language, that a contract can only be considered to be null and void based on the terms set in the contract.

  Therefore, when entering into a contract, it is crucial to read over the entire document carefully.  Many contracts dealing with a sale of land will contain a date by which the settlement must be completed.  Many contracts also typically contain a time essence provision that grants the party that does not default (in other words, the party that doesn’t fail to complete an action that they were supposed to by a certain date) the power to declare the contract null and void.  However, although these types of clauses are common, each contract is different.  If you have a question about a contract, please contact Baldwin & Briscoe, P.C. for a consolation.      

 

The information contained on this page is provided as general information and does not constitute legal advice.  The experienced attorneys at Baldwin & Briscoe, P.C. can assist you if you are involved in a contract dispute.  Contact our office to schedule a no-obligation consultation to review your rights.  A consultation fee may apply.  

 

The Law Offices of Baldwin & Briscoe, P.C. also offers these services:

Bankruptcy and ForeclosureBusiness LawCivil LitigationCriminal DefenseEmployment, Disability, and Consumer RightsFamily LawGovernment Contracts LawIntellectual Property, Personal InjuryReal Estate, Social Security Disability & Workers’ Compensation and Wills, Trusts, & Estates

 

 

 

Contact Us

The Law Offices of Baldwin, Briscoe & Steinmetz, P.C.

22335 Exploration Drive

Suite 2030

Lexington Park, MD 20653

301-862-4400 Phone

301-862-3009 Fax

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Our Attorneys

Samuel C.P. Baldwin, Jr., Esq.

Janice Briscoe, Esq.

Richard J. Steinmetz Jr., Esq.

David J. Hebb, Esq.

Sandra Kaufman Jonasen, Esq.


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With an office conveniently located in Lexington Park, The Law Offices of Baldwin, Briscoe & Stienmetz, P.C. serves clients in the counties and cities of Lexington Park, Leonardtown, Hollywood, Mechanicsville, Loveville, Helen, Breton Bay, Chaptico, Charlotte Hall, Golden Beach, Avenue, La Plata, Waldorf, Newburg, Port Tobacco, Port Charles, Solomons Island, Prince Frederick, Chesapeake Shores, Hughesville, Benedict, Nanjemoy, Lusby, Port Republic, St. Mary's County, Charles County, Calvert County, Prince George's County, Southern Maryland.


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