Property II, Pages 798–802

Proctor v. Holden

Court of Special Appeals of Maryland, 1988


Plaintiffs contacted Valiant, an agent associated with defendant Freeman & Kagan, to buy a house. At Valiant's urging that Gillellan's house was a "tremendous buy," plaintiff submitted an offer to buy the home for $170,000, contingent on inspecting it the next day. Defendant Proctor had already submitted an offer to buy the house for $169,500 without an inspection. As Gillellan did not want to risk losing both offers, Gillellan accepted Proctor's offer.

A couple months later, Valiant told plaintiffs that they could still buy the home from the Proctors for $203,000. Plaintiff applied for a $150,000 30-year mortgage. Proctor consented to giving plaintiffs 60 days, but insisted that they apply within five days and close within five days of getting it. Plaintiffs then contracted to buy the house for $210,000 and tendered a $20,000 deposit. After the Proctors accepted the contract, plaintiff's loan application was denied. Plaintiff submitted a mortgage application to two further companies unsuccessfully. A forth bank contacted plaintiff and offered him a loan, but he declined because he no longer believed he could afford it after being told so by two other banks.

Plaintiff told Valiant that he could not obtain a mortgage and requested a return of his deposit. The Proctors finally offered to finance the loan at the terms in the contract, but plaintiff declined this as well and requested the refund of his deposit again. Defendants refused and plaintiffs sued.

Procedural History:

Jury found that plaintiffs fulfilled their obligation with their first mortgage application.


Did plaintiffs breach the contract by violating the financing contingency paragraph?

Defendant's Argument:

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[A]ppellees breached the contract

  1. by not applying for a mortgage within five days of acceptance of the contract, and
  2. by rejecting the Proctors' offer of owner financing.


  • Plaintiff applied for a mortgage before the five-day clause was added. There is no reason to penalize plaintiff for applying for a mortgage before required to.

  • The financing contingency clause was ambiguous as it referred to two types of loans without distinguishing what terms applied to which, so it cannot be said that the Proctors' offer fell within it as a matter of law.


Plaintiffs did not violate the financing clause. Count affirmed.