## Facts

- A developer conveyed a subdivision lot in Baltimore City to purchasers in fee simple.
- The deed included a covenant barring any sale or lease before January 1, 1932 without the developer’s written consent, allowing the developer to judge the “character” and “desirability” of the proposed purchaser or occupant.
- The purchasers later contracted to sell the lot to new buyers; the contract stated the sale was subject to the subdivision’s residential restrictions.
- The new buyers were ready to close, but the developer refused to provide written consent.
- The buyers filed an equity action seeking specific performance against the sellers and the developer, arguing the consent covenant was either void as a restraint on alienation or, if valid, unreasonably withheld.
- The trial court sustained the buyers’ challenge to the developer’s defense, declared the consent covenant void, and ordered specific performance without the developer’s consent.
- The developer appealed; the buyers filed a precautionary appeal.

## Issues

1. Whether a covenant in a fee simple deed requiring the grantor’s written consent for any sale or lease until a fixed date is void as a restraint on alienation repugnant to the fee simple estate.
2. If the covenant is void, whether a purchaser may obtain specific performance of a contract for sale notwithstanding the grantor’s refusal to consent.

## Decision

- The Court of Appeals of Maryland affirmed the interlocutory order and the final decree.
- The court held the consent-to-transfer covenant was void as an unlawful restraint on alienation and repugnant to the fee simple title conveyed.
- Because the covenant was void, the contract of sale was enforceable without the developer’s consent.
- The decree of specific performance in favor of the buyers was affirmed.

## Legal Principles

- A fee simple estate carries an incident of free alienability; a deed provision that materially restricts the owner’s power to sell or lease is void when inconsistent with the estate granted.
- A grantor’s retained veto power over all transfers of a fee simple interest, even for a limited period and even if framed as neighborhood quality control, is a direct restraint on alienation and unenforceable as against public policy.
- Restrictions regulating use (e.g., residential-use covenants) are distinct from restrictions conditioning transfer on the grantor’s ongoing approval; the latter attacks the power of alienation itself.
- When an invalid restraint is the sole asserted barrier to conveyance, equity may order specific performance without requiring compliance with the void condition.

## Conclusion

The court invalidated a developer’s consent requirement for any sale or lease of a fee simple lot as a repugnant restraint on alienation and affirmed specific performance of the buyers’ purchase contract without the developer’s approval.


Northwest Real Estate Co. v. Serio, 156 Md. 229, 144 A. 245 (1929)