void as against public policy

Dr. Jesse C. Coggins executed six wills with multiple codicils over his lifetime, beginning in January 1944. In every will he directed that the residue of his estate pass in trust with the corpus ultimately distributed to the Keswick Home, formerly Home for Incurables of Baltimore City, for construction of a new building to be known as the Coggins Building. Dr. Coggins and his wife maintained close ties to Keswick, including regular patient transfers from their Laurel Sanitarium and Mrs. Coggins's service on Keswick's Board of Directors; she later resided in an integrated Coggins Building. Dr. Coggins executed his final will on December 27, 1962, and died on January 21, 1963. Paragraph (f) of ITEM 5 directed that, upon termination of the trust, the assets be paid to Keswick "to house white patients who need physical rehabilitation," with the further provision that "[i]f not acceptable to the Keswick Home, then this bequest shall go to the University of Maryland Hospital to be used for physical rehabilitation." The racial limitation and alternative gift first appeared in this final will. The trust terminated on September 10, 1998, upon the death of Dr. Coggins's widow, the last surviving annuitant. By the time the trust terminated, Keswick had already constructed the Coggins Building in 1974. Keswick expended nearly $11 million in construction costs and capitalized repairs for the Coggins Building using its own funds, a bank loan, and a federal Hill Burton Act grant. Keswick had designated the building in honor of Dr. Coggins in 1969, dedicated it in 1975, and later made major renovations and additions while serving approximately 160 residents receiving physical rehabilitation services. Keswick had also presented plans for an additional $15.5 million in construction funded from the trust proceeds. In 1999 the trustee, Mercantile Safe Deposit & Trust Company, filed an interpleader action in the Circuit Court for Baltimore City pursuant to Maryland Rule 2-221. The court designated Keswick as plaintiff and University of Maryland Medical System Corporation (University Hospital) as defendant. Both parties moved for summary judgment on a stipulation of facts together with numerous documents, including the will, correspondence from 1963, board minutes, and trust memoranda. The Circuit Court for Baltimore City granted University Hospital's motion for summary judgment and ordered that the trust proceeds in the amount of $28,834,000 plus interest be paid to University Hospital. Keswick appealed, and the Court of Appeals of Maryland issued a writ of certiorari prior to any proceedings in the Court of Special Appeals.

Miguel Braschi resided with Leslie Blanchard in a rent-controlled apartment at 405 East 54th Street from the summer of 1975 until Blanchard's death in September 1986. Stahl Associates Company owned the apartment building. In November 1986, Stahl Associates served Braschi with a notice to cure, claiming he was a mere licensee with no right to occupy the apartment because only Blanchard was the tenant of record. In December 1986, Stahl Associates served a notice to terminate, giving Braschi one month to vacate. Braschi initiated an action for a permanent injunction and a declaration of his entitlement to occupy the apartment. He moved for a preliminary injunction. The Supreme Court found that the long-term interdependent nature of the ten-year relationship fulfilled the definitional criteria of family and issued the preliminary injunction. The Appellate Division reversed, holding that the regulation protects only family members within traditional, legally recognized familial relationships. Braschi appealed. The two men had lived together as permanent life partners for more than ten years. They regarded one another as spouses, their families were aware of the relationship, and they attended family functions together. Braschi listed the apartment as his address on his driver's license and passport. They shared all financial obligations, maintained joint checking and savings accounts, and Blanchard executed a power of attorney in Braschi's favor and named him beneficiary of his life insurance policy and primary legatee of his estate.

In May 1955, Claus H. Henningsen purchased a new 1955 Plymouth Plaza Club Sedan from Bloomfield Motors, Inc., an authorized De Soto and Plymouth dealer for Chrysler Corporation. Mr. Henningsen intended the car as a Mother's Day gift for his wife, Helen Henningsen, and communicated that intention to the dealer. He alone signed a one-page printed purchase-order form. The reverse side contained, in fine six-point script type, a warranty clause limiting the manufacturer's obligation to replacement of defective parts within ninety days or four thousand miles and disclaiming all other warranties, express or implied. The front of the form contained two even smaller paragraphs directing attention to the back-side conditions. The form was a standardized document prepared by the manufacturer and used by all its dealers. No one called the fine-print provisions to Mr. Henningsen's attention, and he did not read them. The car was delivered on May 9, 1955, after the dealer performed the items listed in Chrysler's New Car Preparation Service Guide. On May 19, 1955, while Mrs. Henningsen was driving north on Route 36 in Highlands, New Jersey, at twenty to twenty-two miles per hour on a smooth, paved highway, she heard a loud noise from the front of the car. The steering wheel spun in her hands and the vehicle veered sharply into a highway sign and brick wall. The car had been driven only 468 miles, had required no servicing, and had exhibited no unusual behavior before the accident. An insurance appraiser with eleven years of experience examined the wrecked vehicle and concluded that something in the steering mechanism from the wheel down to the front wheels had broken or dropped off. Plaintiffs also presented expert testimony that the steering failure resulted from a latent manufacturing defect that could not have been discovered by reasonable inspection. The negligence counts against both defendants were dismissed at trial. The case was submitted to the jury solely on the implied-warranty claims. The jury returned verdicts for both plaintiffs against Chrysler Corporation and Bloomfield Motors, Inc. Defendants appealed and plaintiffs cross-appealed from the dismissal of the negligence claim. The Supreme Court of New Jersey certified the matter directly before consideration by the Appellate Division.

Interactive Data Corporation hired John Foley in June 1976 as an assistant product manager at a starting salary of $18,500. As a condition of employment Foley signed a confidential and proprietary information agreement. The company's president told Foley that if he performed his job well he would have a long and rewarding employment with the firm. Over the next six years and nine months Foley received steady salary increases, promotions, bonuses, awards, and superior performance evaluations, rising to branch manager of the Los Angeles office with an annual salary of $56,164 plus a merit bonus. In January 1983 Foley learned that his new supervisor, Robert Kuhne, was under investigation by the FBI for embezzlement from his former employer, Bank of America. Foley reported the information to Vice President Richard Earnest because he was worried about working for Kuhne in a supervisory position. Earnest told Foley not to discuss rumors and to forget what he had heard. In early March 1983 Kuhne informed Foley that the company had decided to replace him for performance reasons and offered a transfer to another division. Foley was later told he could continue as branch manager if he agreed to a performance plan, but when Kuhne met with him the next day Kuhne instead gave Foley the choice of resigning or being fired. Foley was discharged on March 13, 1983. Foley filed suit against Interactive Data Corporation alleging three causes of action: tortious discharge in violation of public policy, breach of an implied-in-fact contract to terminate only for good cause, and tortious breach of the implied covenant of good faith and fair dealing. The superior court sustained the company's demurrer without leave to amend and dismissed the action. The Court of Appeal affirmed the judgment. The Supreme Court granted review.