Logourl black

New York Bronze Powder Company, Inc. v. Benjamin Acquisition Corp.

Court of Appeals of Maryland
716 A.2d 230 (1998)


New York Bronze Powder Company, Inc. (New York Bronze) (plaintiff) agreed to sell assets to Benjamin Acquisition Corp. (Benjamin) (defendant) for $4.5 million. Because of a valuation dispute, the parties amended their agreement to defer a portion of the purchase price based on the findings of an audit to be performed at Benjamin’s expense. In connection with the amendment, Benjamin executed a nonnegotiable note to New York Bronze in the amount of $350,000. The note required that New York Bronze surrender it to Benjamin “in order to receive payment.” Benjamin never had the audit performed and did not make any payments on the note. New York Bronze sued. At trial, it came out that New York Bronze was uncertain where the original note was but had good reason to believe it was in the hands of its lender along with other original documents from the transaction. The court decided in favor of New York Bronze, and Benjamin appealed. The Court of Special Appeals reversed the trial court decision, ruling that the note’s requirement of surrender to receive payment was an express condition to Benjamin’s obligation to pay. New York Bronze appealed.

Rule of Law

The rule of law is the black letter law upon which the court rested its decision. To access this section, start your 7-day free trial of Quimbee for Law Students.


The issue section includes the dispositive legal issue in the case phrased as a question. To access this section, start your 7-day free trial of Quimbee for Law Students.

Holding and Reasoning (Smith, J.)

The holding and reasoning section includes:

  • A “yes” or “no” answer to the question framed in the issue section;
  • A summary of the majority or plurality opinion, using the CREAC method; and
  • The procedural disposition (e.g. reversed and remanded, affirmed, etc.).

To access this section, start your 7-day free trial of Quimbee for Law Students.

Here's why 90,000 law students rely on our case briefs:

  • Reliable - written by law professors and practitioners not other law students.
  • The right length and amount of information - includes the facts, issue, rule of law, holding and reasoning, and any concurrences and dissents.
  • Access in your class - works on your mobile and tablet.
  • 12,195 briefs - keyed to 164 casebooks.
  • Uniform format for every case brief.
  • Written in plain English - not in legalese and not just repeating the court's language.
  • Massive library of related video lessons - and practice questions.
  • Ability to tag case briefs in an outlining tool.
  • Top-notch customer support.
Start Your Free Trial Now