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
Holding and Reasoning (Smith, J.)