HAMMOND, J., delivered the opinion of the Court.
A vendor of a boat to a corporate vendee, of which he was a major stockholder, director and officer, repossessed it and successfully defended a replevin action on the ground that passage of title was conditioned on payment of the purchase price. The corporate vendee appealed.
Rogers, the appellee, and Jefferson and Lutes were the
At the same meeting the corporation agreed to purchase a truck from Jefferson, "Payment to be deferred and made at the convenience of Titanium Ores Corporation." Truck and title were passed to the corporation.
On October 23, 1954, beneath the word "approved," Rogers, Jefferson and Lutes each signed his name to the minutes. The minutes refer to the purchase of a hull, and Rogers says that was what was sold. The other two, particularly Jefferson, say that additions had been made to the hull before the sale in October, 1954. However, it is agreed that, whether before or after the sale, an engine, a cabin, a toilet and bunks were installed by Rogers at a cost to Titanium Ores of $2,854.70, so that its total investment in the boat was $4,154.70, of which $1,300.00, the original purchase price, remains unpaid. The boat was delivered to and used by the corporation until 1958 when, after a falling out with his confreres, Rogers went to Solomon's Marina, Inc., where the craft was berthed, and had it towed to his own yard. The replevin suit followed. In addition to the boat, Rogers sold or leased to the corporation equipment and services for which
Jefferson and Lutes say that the sale of the boat to Titanium Ores was unconditional and that title was intended to, and did, pass to the corporation, just as did the title to the truck. Rogers says he was supposed to be given a note for $1,300 and that he kept the Coast Guard certificate of identity of the boat in his name as evidence that title was not to pass until the note was paid. He does not claim that a conditional contract of sale was intended to be, or ever, was executed.
In 1955 and in 1957, pursuant to exemptions from the Securities and Exchange Commission, Titanium Ores offered securities for sale to the public. On October 18, 1955, by offering circular of that date, 300,000 shares of common stock were offered at $1.00 a share from which the corporation realized over $200,000 net from purchasers of stock. The balance sheet of Titanium Ores, as of July 31, 1955, made a part of the offering circular, showed in the assets column equipment and machinery of $107,014.65 which, it was testified to without challenge, included the boat at a cost of $4,154.70, and in the liabilities column showed "Notes on Equipment — J.B. Rogers (boat) — $1,300.00."
On May 16, 1957, by offering circular of that date, Titanium Ores offered for sale to the public $250,000 face value of 6% convertible debentures and received approximately two hundred thousand dollars net from various purchasers. The balance sheet of the corporation, this time as of December 31, 1956, again was made a part of the offering circular. It showed among the assets various items of equipment, including "Power Boat for Exploration — $4,154.70 less note payable [to] J.B. Rogers $1,300.00 — $2,854.70."
It was not disputed below, and the trial court found, that Rogers, a major stockholder, director and vice-president of Titanium Ores, authorized the issuance and had full knowledge of the details of the two offering circulars.
The corporate minutes, the only writings immediately concerned with the sale of the boat by Rogers to the corporation,
Regardless of what the original bargain may have been, we think Rogers cannot now say that Titanium Ores did not acquire title as well as possession. We noted in Evergreen Amusement Corp. v. Milstead, 206 Md. 610, 616, that in Saul v. McIntyre, 190 Md. 31, 36, the Court said "Conduct of the parties to a written contract not only may amount to construction of ambiguous provisions but may evidence subsequent modification of the contract." It well may be that by their conduct Rogers and Titanium Ores have clarified whatever ambiguity there may have been in the corporate minutes or have modified their terms and effect, with the result that title to the boat passed to Titanium Ores. In any event, we find Rogers to be estopped to claim that title is not in the corporation. Estoppel has been defined and redefined by the cases. A late case is Fitch v. Double "U" Sales Corp., 212 Md. 324, 338-339, where it is said: "Equitable estoppel is the effect of the voluntary conduct of a party whereby he is absolutely precluded, both at law and in equity, from asserting rights which may have otherwise existed, either of property, of contract or of remedy, against another person who has in good faith relied upon such conduct and has been led thereby to change his position for the worse, and who on his part acquired some corresponding right either of property, of contract or of remedy. * * * Equitable estoppel operates to prevent a party from asserting his rights under a general technical rule of law, when that party has so conducted himself that it would be contrary to equity and good conscience to allow him to do so." See also Liberty Mutual Insurance Co. v. American Automobile Insurance Co., 220 Md. 497.
Rogers voluntarily and knowingly put out inducements to the general public, in the form of offering circulars, to invest
The judgment must be reversed and judgment entered for appellant.
Judgment reversed, with costs; judgment entered for Titanium Ores, Inc., for the property replevied, and case remanded for the ascertainment of damages.