Bontempo v. Lare (Md. Ct. Spec. App.)

Filed: April 30, 2014

Opinion by: Douglas R. M. Zanarian

Holding:

(1) When a minority stockholder petitions a court for dissolution pursuant to Md. Code Ann., Corps. & Ass’ns § 3-413 (the “dissolution statute”), such stockholder’s rights will be informed by any existing stockholder agreement and, where there is no evidence of a deadlock of the board of directors or that the company is likely to become insolvent, the court has discretion under the statute to order alternatives to the extraordinary remedy of dissolution.

(2) The dissolution statute does not provide for personal liability, even if fraud is proven.

(3) The proper remedy when a court finds an officer or director has breached his or her fiduciary duties to the company by diverting money from the company for personal use is an order directing such officer or director to repay such money to the company, not an order requiring the company to declare equivalent distributions for all stockholders.

(4) An award of attorneys’ fees and expenses is only appropriate if the injured company has recovered a common fund.

(5) It is the trial court’s role to determine a party’s credibility and whether evidence is sufficient to support the existence of an oral contract.

Facts: Plaintiff became a minority stockholder of Quotient, Inc. (“Quotient”), a close corporation organized under Maryland law, in 2001. Plaintiff executed a shareholder agreement with the other stockholders of Quotient – the defendants, the Lares (a husband and wife collectively owning 55% of the stock in Quotient). In addition to being a director and officer of Quotient, Plaintiff was also an employee pursuant to an oral agreement with Mr. Lare, which Plaintiff alleged included that he would receive a salary equal to that of the Lares combined. In addition to certain “perks” (e.g., company credit cards for gas, meals and entertainment and a corporate fitness trainer), paid for by Quotient and received by Plaintiff and the Lares, the Lares began paying household employees from Quotient’s payroll account in 2006, advanced interest-free loans from Quotient to two companies in which the Lares had an interest and took a loan from Quotient for renovations to the Lares’ personal home. The relationship between Plaintiff and the Lares began to sour and in 2010 Mr. Lare terminated Plaintiff’s employment with Quotient after Plaintiff refused to voluntarily resign and sell his shares in Quotient. Plaintiff remained an officer and director of Quotient for six months after termination, however, and continued to receive distributions as a stockholder. Plaintiff filed suit against the Lares seeking relief pursuant to Maryland’s dissolution statute and asserted derivate claims on behalf of Quotient for imposition of a constructive trust, breach of fiduciary duty, and constructive fraud and a direct claim for breach of contract.

The trial court ruled in favor of Plaintiff as to his petition for dissolution; however, the trial court refused to dissolve Quotient and instead ordered Quotient to pay Plaintiff $167,638 in damages. The trial court also ruled in favor of Plaintiff as to his claim for breach of fiduciary duty and ordered that the misappropriated funds be treated as a distribution from Quotient and ordered Quotient to pay Plaintiff a proportionate amount, including attorney’s fees, but ruled in favor of the Lares as to Plaintiff’s claim for constructive fraud. The trial court ruled in favor of Plaintiff as to his claim for breach of contract and ordered Quotient to pay Plaintiff $81,818.18 in unpaid distributions, but refused to find an oral equal-compensation contract existed. Both parties appealed.

Analysis: The Court affirmed the holding of the trial court, including the trial court’s refusal to dissolve Quotient; however, it found that the trial court erred in how it allocated the damages.

Although the Court upheld the trial court’s finding, not contested on appeal, that Mr. Lare’s behavior met the standard for oppressive conduct, particularly his threat and ultimate firing of Plaintiff for refusing to voluntarily resign and sell his shares in Quotient, the Court also upheld the trial court’s conclusion that dissolution was not the only available remedy. The Court noted that it was Plaintiff’s status as a stockholder of Quotient, as defined by the shareholder agreement, that defined and bound the rights he was entitled to vindicate under the dissolution statute and the appropriate remedies. Unlike in Edenbaum v. Shcwarcz-Osztreicherne, 165 Md. App. 233 (2005), the Court noted that the shareholder agreement did not mention Plaintiff’s employment rights, thus the shareholder agreement did not give Plaintiff a reasonable expectation of employment or provide an enforceable to such. Instead, the Court found that Plaintiff was entitled to participate in distributions and the affairs and decisions of Quotient consistent with his status as a stockholder. Although Mr. Lare’s actions frustrated such rights, Plaintiff had resigned from Quotient’s board of directors and thus there was no evidence of a deadlock justifying dissolution, nor was there any evidence to suggest that, despite the use by the Lares of Quotient’s funds for personal expenses, Quotient was likely to become insolvent. Therefore, the extreme remedy of dissolution was inappropriate.

The Court also held that the Lares could not be personally liable under the dissolution statute, even if their actions constituted fraud, because the purpose of that statute is to vindicate the reasonable expectations of minority stockholders, in such capacity, against oppression by majority stockholders. Plaintiff’s injury as a minority stockholder was lost distributions, and thus, Plaintiff was made whole by accounting to determine how much money the Lares diverted from Quotient and an order to pay distributions to Quotient stockholders based on the amounts diverted.

The Court also agreed that the Lares had breached their fiduciary duties as directors and officers of Quotient by diverting money from Quotient for personal use; however, the Court held that the trial court erred in ordering a distribution to all stockholders as a remedy. The Court noted that it was Quotient, not Plaintiff, who was harmed because it was Quotient’s money that was taken by the Lares and, thus, distributions would not make Quotient whole but would instead take more money from Quotient. The Court held that the appropriate remedy would have been ordering the Lares to repay Quotient for the money taken. Because such payment would result in a recovery by Quotient of a common fund, the Court noted that an award by the trial court on remand of attorneys’ fees and expenses would be appropriate under the common fund doctrine.

Despite holding that the Lares had breached their fiduciary duties to Quotient, the Court affirmed the trial court’s ruling in favor of the Lares as to Plaintiff’s claim for constructive fraud. Although constructive fraud usually arises from a breach of fiduciary duty, the Court noted that they are not equivalent and that “a director can breach fiduciary duties without committing fraud.” The Court found that, although the Lares had used bad judgment in using funds from Quotient for their personal expenses, they had not engaged in a long course of illegal or fraudulent conduct, especially since all of the transactions were recorded on the books of Quotient and Plaintiff had access to such books. For the same reason, the Court found that the Lares did not act with malice.

Finally, the Court found that the trial court committed no error in refusing to find that an oral equal-compensation contract existed between Plaintiff and Quotient. Although Plaintiff and his wife testified to the oral equal-compensation agreement and evidence showed that Plaintiff was paid a salary equal to the Lares for four years, there was also evidence that, for multiple years in the beginning and towards the end of his employment, the salaries of Plaintiff and the Lares differed significantly. The Court noted that it was the trial court that heard the evidence and it was not for the Court to determine on appeal whether the trial court gave appropriate weight to the parties’ credibility.

The full opinion is available in PDF.

Dynport Vaccine Co. LLC v. Lonza Biologics, Inc. (Maryland U.S.D.C.)

Filed: April 30, 2015

Opinion by: James K. Bredar

Holding: A basic ordering agreement that provides a framework for future contracts but fails to include mutuality of obligation is not by itself an enforceable contract.

Facts: Contractor and subcontractor entered into a basic ordering agreement, wherein defendant “agreed to provide certain services, pursuant to task orders.” Plaintiff issued various task orders, including three specific task orders mentioned in the complaint. Plaintiff brought suit alleging it incurred significant costs because of defendant’s refusal to perform and its breach of the basic ordering agreement.

Defendant argued the basic ordering agreement was not an enforceable contract and, therefore, the claim of breach of contract failed to state a claim for relief. Defendant conceded that the task orders were binding and legally enforceable contracts, but noted that plaintiff did not rely on breach of the task orders for its breach of contract claims.

Analysis: The “meager case law available” provides that a basic ordering agreement “is not an enforceable contract, despite its use of terms typically used in the language of contracts.” The court likened a basic ordering agreement, which only provides the framework for future contracts, to an agreement to agree because “contractual obligations will arise only after an order is placed.” Under such an agreement “no obligations are assumed by either party until orders are given by the [plaintiff] and accepted by the [defendant].”

The court reviewed the language of the basic ordering agreement in question, concluded it lacked mutuality of obligation and found it to be unenforceable. However, as both parties agreed the task orders were enforceable contracts, the court redefined plaintiff’s count as claiming breach of contract as to those task orders.

The full opinion is available in PDF.

TBC, Inc. v. DEI Holdings, Inc. (Maryland U.S.D.C.)

Filed: March 24, 2015

Opinion by: Catherine D. Blake

Holdings:

(1)   A corporate entity, in acquiring the assets of a predecessor, cannot be held liable solely based on continued use of a predecessor’s trade name, sale of a predecessor’s products, and retention of some of a predecessor’s accounts and employees.  

(2)   When a party does not allege facts to show that a corporate parent used its subsidiary “as a mere shield for the perpetration of fraud,” that party does not state a claim against the parent for the subsidiary’s obligations.

(3)   A party may state a claim for breach of contract without alleging perfect performance of its own obligations under the contract.

(4)   Maryland law does not recognize an independent cause of action for breach of the implied covenant of good faith and fair dealings.

(5)   A party may obtain restitution on the theory of unjust enrichment, despite the existence of an express contract, when the party breaches the express contract.

Facts:

Parent Defendant ("Parent") was the corporate parent of two subsidiaries, Subsidiary 1 and Subsidiary 2.  Additionally, four divisions of Parent were unincorporated until they formed LLCs in February 2014. 

Plaintiff, an advertising and public relations agency, was hired by Subsidiary 1, a consumer electronics vendor, to provide marketing services.  In 2011, Subsidiary 1 agreed to pay Plaintiff $12,500 each month for 83 hours of work per month.  In 2012, Subsidiary 2 hired Plaintiff under a similar agreement.  Plaintiff performed work beyond the monthly retainer for both entities and was paid additional fees accordingly. 

Subsidiary 1 later retained Plaintiff to perform advertising and marketing services for a new line of products on the terms outlined in the 2011 contract.  In 2013, Plaintiff worked 3,000 more hours than the 83 hours per month contemplated in the 2011 contract.  Despite this additional work, Plaintiff was paid monthly fees in 2013 based on the budgeted 83 hours per month.  Based on the experience of its leadership, Subsidiary 1 knew based on the nature of the requested work that it would require substantially more than 83 hours each month. 

In June 2013, Plaintiff’s Executive Vice President (the “VP”) met with three executives of Parent to discuss compensation for Plaintiff’s work in excess of the monthly budget.  The executives assured the VP that Plaintiff would be paid in full for the additional hours.  In August 2013, one of Parent's executives again told the VP that Plaintiff would be paid in full, and Plaintiff continued to perform more work until the Parent's executives informed the VP in January 2014 that Plaintiff’s services would no longer be needed.  Plaintiff was never paid for the 3,000 hours of additional work performed in 2013.

In February 2014, four LLCs (the “LLC defendants”) were formed from the four unincorporated divisions of Parent.  Subsidiary 1 also merged into Subsidiary 2. 

In September 2014, Plaintiff sued Parent, Subsidiary 1, Subsidiary 2 and the four LLCs alleging, inter alia, breach of contract, breach of the covenant of good faith and fair dealings, and unjust enrichment.  All defendants moved to dismiss. 

Analysis: 

(1)   The court first considered whether Plaintiff stated a claim against the LLC defendants.  Under the general rule of corporate successor liability, a corporate entity acquiring assets from another entity does not acquire the liabilities of its predecessor.  An exception is where the successor entity is a “mere continuation or reincarnation” of the predecessor entity.  The exception applies where there is continuity among directors and management, common shareholder interest, and, in some cases, inadequate consideration in the transaction.  Use of the predecessor’s trade name, sale of a predecessor’s products, and retention of the predecessor’s accounts and employees will not alone suffice.  Because the contracts predated the existence of the LLC defendants, and Plaintiff only alleged the latter three factors, Plaintiff failed to state a claim against the LLC defendants.

(2)   Next, the court considered Plaintiff’s claims against Parent.  In general, a parent corporation is not liable for the obligations of its subsidiaries.  The “corporate veil” may be pierced only in circumstances when it is necessary to prevent fraud or enforce a paramount equity, i.e., when the parent uses the subsidiary as a “mere shield” to commit fraud.  Plaintiff never contracted directly with Parent, but instead it contracted with Subsidiary 1 and Subsidiary 2.  Because Plaintiff did not allege facts to support Parent’s use of its subsidiaries to perpetuate fraud, Plaintiff failed to state any cause of action against Parent. 

(3)   The court then turned to Plaintiff’s contract claim against Subsidiary 2.  To state a claim for breach of contract under Maryland law, a plaintiff must only show (1) the existence of a contractual obligation owed by defendant to the plaintiff and (2) a material breach of that obligation by the defendant.  A plaintiff is not required to show that it complied with every procedural obligation described in the agreement.  Here, Plaintiff did not allege that it had obtained approval for additional work or that timely billed for the work, but these omissions were not fatal to the claim.  Plaintiff met its burden by alleging that (1) Subsidiary 2 was contractually obligated to pay for additional services beyond those contemplated in the 83 hour budget and (2) Subsidiary 2 failed to pay Plaintiff in breach of that obligation. 

(4)   The court dismissed Plaintiff’s claim of breach of the covenant of good faith and fair dealings, noting that Maryland does not recognize this as an independent cause of action.

(5)   Lastly, the court addressed Plaintiff’s unjust enrichment claim.  In Maryland, a claim of unjust enrichment may not be brought where the subject of the claim is covered by an express contract.  An exception to this rule occurs when there has been a breach of contract, in which case a party may obtain restitution on the theory of unjust enrichment.  If a jury finds that Plaintiff did not substantially perform under the agreement, thereby rejecting Plaintiff’s contract claim, then Plaintiff may still recover for unjust enrichment.  Both the contract and unjust enrichment claims may stand as alternative, inconsistent theories of liability.

The opinion is available in PDF.

Peckey v. Bank of America, N.A. (Maryland U.S.D.C.)

Filed: April 10, 2015

Opinion by: Richard D. Bennett

Holdings:  The Court denied Defendant Loan Servicer’s motion to dismiss Plaintiff’s claims for violations of three statutes: 1) the Fair Debt Collection Practices Act (“FDCPA”); 2) the Maryland Consumer Debt Collection Act (“MCDCA”); 3) and the Maryland Consumer Protection Act (“MCPA”).

While Defendant Loan Servicer’s communication to collect Plaintiff’s non-existent mortgage debt was time barred under the FDCPA, the Defendant’s more recent false representation regarding the non-existent debt was not time barred.  The Court held Plaintiff sufficiently pled that Defendant Loan Servicer possessed the requisite knowledge to violate the MCDCA.  The Court also held Defendant Loan Servicer’s alleged false reporting of delinquencies plausibly harmed Plaintiff’s credit score and caused him stress and anxiety.  Further, the Court held that Plaintiff sufficiently pled a violation of the MCPA. 

Facts:  Plaintiff defaulted on a loan from Defendant Bank to purchase property (the “Loan”).  To avoid foreclosure, Plaintiff agreed to a Deed in Lieu of Foreclosure transaction (“DIL”) conveying the property to Defendant Bank.  Plaintiff fulfilled all of the requisite steps to complete the DIL.  Shortly thereafter, however, Defendant Bank sent Plaintiff a letter stating his loan would be serviced by Defendant Loan Servicer and Defendant Bank sent Plaintiff another letter stating it was unable to offer Plaintiff a DIL. 

Then, Defendant Loan Servicer sent Plaintiff a letter stating it had taken over loan servicing for Plaintiff’s property and sent Plaintiff a monthly payment notice demanding $55,190.29 for the current payment, past due payment, and late charges/fees.  In response, Plaintiff sent a letter to Defendant Loan Servicer stating that he successfully completed a DIL with Defendant Bank and requested that it cease and desist making debt collection phone calls to him. Defendant Loan Servicer nevertheless continued to demand payment.  Plaintiff’s credit reports showed the DIL terminated the Loan, but that Plaintiff had a deficiency with Defendant Loan Servicer.

Defendant Loan Servicer filed a Motion to Dismiss in response to Plaintiff’s claims under the FDCPA, MCDCA, and MCPA.

Analysis:  FDCPA:  The FDCPA requires that a plaintiff bring a claim within one year from the date on which a violation occurs (15 U.S.C.A. 1692k(d)).  Defendant Loan Servicer’s communication to collect Plaintiff’s non-existent debt occurred more than one year before suit was filed.  However, Defendant Loan Servicer’s false delinquency report to the credit bureaus and Plaintiff’s accessing of his credit reports occurred within one year before filing suit.  Thus, the Court determined that Plaintiff’s FDCPA claim was not barred by the FDCPA’s one-year statute of limitations.       

MCDCA:  Liability arises under Md. Code Ann., Com. Law § 14-202(8) when a defendant acted “with actual knowledge or reckless disregard as to the falsity of the information . . .”  Plaintiff’s allegation that he provided the DIL and other documentation to Defendant Loan Servicer was sufficient to plead that Defendant had “actual knowledge.”  Plaintiff alleged he sent a message to Defendant Loan Servicer indicating the Loan had been satisfied with title transferring by the DIL, that it failed to investigate Plaintiff’s response, and it failed to consider information readily available in Plaintiff’s credit history.  The Court ruled that this was sufficient to plead Defendant Loan Servicer acted with “reckless disregard.”  The Court further stated that, although Plaintiff bears the burden to prove Defendant Loan Servicer’s actions proximately caused his damages, it is plausible its action caused the harm to Plaintiff’s credit score as well as stress and anxiety.  

MCPA: The Court determined that because Plaintiff sufficiently alleged a violation of the MCDCA and a violation of the MCDCA is a per se violation of the MCPA, Plaintiff sufficiently pled a violation of the MCPA.

The full opinion is available in PDF.

Payne v. Erie Insurance Exchange (Md. Ct. of Appeals)

Filed:  March 30, 2015

Opinion by:  Robert N. McDonald

Holding:  Where the first permittee is not present in the vehicle, omnibus coverage does not extend to a second permittee if that driver deviates from an authorized purpose.

Facts:  The named insured owned the vehicle, which was covered by Defendant’s insurance policy.  Defendant’s policy contained an omnibus clause which provided coverage to (1) relatives by blood, marriage, or adoption, and (2) drivers given permission by the named insured. 

Named insured had granted the first permittee unrestricted use of the car, but had forbidden the second permittee from driving the car for any reason.  Despite the named insured’s wishes, first permittee directed the second permittee to use the car to pick up the first permittee's children from school.  Instead of taking a direct route to the school, the second permittee first drove to a nearby gas station and subsequently collided with a car driven by Plaintiffs.

Plaintiffs filed a tort action against the second permittee, the named insured, Plaintiff’s insurer and Defendant insurer.  Writ of certiorari was granted to reconsider whether omnibus coverage extended to second permittee’s use of the car without the presence of the first permittee and outside the scope of authorized use.

Analysis:  Because the first permittee was undisputedly not present in the car when the accident occurred, the court’s analysis turned on the circumstances under which the second permittee operated the vehicle.  The court highlighted jurisprudence showing the disjunctive nature of the test for second permittees as illustrated by Kornke, Federal Insurance Co., and Bond:

“The general rule that a permittee may not allow a third party to use the named insured’s car has generally been held not to preclude recovery under an omnibus clause where (1) the original permittee is riding in the car with the second permittee at the time of the accident, or (2) the second permittee, in using the vehicle, is serving some purpose of the original permittee.”

The court noted the existence of two alternative situations.  In one, where the first permittee was a passenger of the vehicle, authorization of the driver’s actions could be presumed.  Even if the first permittee was not actively directing the car’s operation, mere presence of the first permittee indicated operation for his benefit.  But in the second situation, where the first permittee was absent, the court required clear evidence that the driver operated the vehicle for the benefit of the first permittee in order for the second permittee to retain omnibus coverage.

The court determined that the first permittee became entitled to omnibus coverage as a blood relative regardless of any implied or express consent.  Accordingly, the first permittee possessed unrestricted authority to delegate permission to the second permittee.  But because the second permittee lacked the discretion to use the vehicle as he pleased, his departure from the assigned task excluded him from omnibus coverage.

The full opinion is available in PDF.

In Re: MTBE Products Liability Litigation (New York U.S.D.C.)

Filed: March 30, 2015

Opinion by: Shira A. Scheindlin

Summary:  In a case involving multiple jurisdictions, a federal court held that in the absence of a federal question, the laws of the forum state should control, in this case Pennsylvania. The court then applied Pennsylvania’s choice-of-law rules to hold that the laws of the jurisdiction where the “targeted entity” is incorporated should determine whether to piece the corporate veil. The defendant’s parent company was incorporated in Delaware, but its Maryland subsidiary—the target of the lawsuit—was formed in Maryland. Thus, under the court’s ruling, Maryland’s veil-piercing laws should govern.

The full opinion is available in PDF.

Cunney v. Patrick Communications LLC (Maryland U.S.D.C.)

Filed: April 3, 2015

Opinion by: James K. Bredar

Holding:  Confidential communications between a husband and wife are privileged, regardless of whether the subject matter relates solely to ordinary business matters.

Facts:  Defendant managing members of defendant LLC were also husband and wife.  In connection with discovery, husband and wife asserted marital privilege to bar production of 58 documents involving communications between husband and wife.

Analysis:  Plaintiff argued the documents should be produced in discovery because the communications related to pure business matters unrelated to the spousal relationship.  Plaintiff’s argument relied on a comparison to New York law, which has statutory text similar to Maryland.  The court agreed New York law excludes from the martial privilege conversations related solely to “ordinary business matters.”  However, the court looked to the Maryland Court of Appeals decision in Coleman v. State, which “refused to read exceptions into the marital privilege where the text [(Section 9-105 of the Courts and Judicial Proceedings Article)] itself had ‘no express exceptions.’”  The court found the communications between the husband and wife privileged. 

The court went on to state that the parties must still determine whether the communications were confidential because the privilege does not apply if the communications were “made with the contemplation or expectation that a third party would learn” of the communications.

The opinion is available in PDF.

Allstate Lien & Recovery Corp. v. Stansbury (Ct. of Spec.Appeals)

Filed: October 7, 2014

Opinion by: Kathryn Grill Graeff

Holdings: A fee charged for processing a garageman’s lien is not part of the garageman’s lien per Md. Code, Comm. Law § 16-202 and cannot be included in the amount necessary to redeem a vehicle.

As a result, the jury properly found that including the processing fee in the amount needed to redeem a vehicle violates the Maryland Debt Collection Act (Md. Code, Comm. Law §§ 14-201, et seq.) and the Maryland Consumer Protection Act (Md. Code, Comm. Law §§ 13-301, et seq.).

Facts: Plaintiff authorized in writing some needed repairs to his vehicle by the defendant garage, which charged Plaintiff $6,330.37 for the repairs. After Plaintiff failed to timely pay, the Defendant garage and its manager engaged the Defendant lien and recovery company to begin the process of selling Plaintiff’s vehicle in execution of the Defendant garage’s repair lien.

Plaintiff was sent a lien notice which provided that Plaintiff’s vehicle would be sold at public auction to satisfy the garage’s lien unless Plaintiff paid the $6,330.37 costs of repair, plus a storage fee of $300, plus a processing fee of $1,000, for a total of $7,630.37. Plaintiff had not agreed to any storage fees in his written repair authorization. The Defendant lien and recovery company asserted that although the actual costs incurred may vary from lien to lien, the $1,000 fee was its standard charge for collecting debts and was “front-loaded” to become part of the lien. Plaintiff failed to pay the full lien amount claimed, including the $1,000, and Plaintiff’s vehicle was sold at auction for $7,730.

Analysis: The Court determined that the plain language of the garageman’s lien statute, Md. Code, Comm. Law § 16-202, clearly and unambiguously states that a person who provides a service to, or materials for, a vehicle has a “motor vehicle lien” only for those charges incurred for repair or rebuilding, storage, or tires or other parts or accessories. As a result, a processing fee is not included as part of the lien. The Court reviewed the statutory scheme as a whole and held that, although processing fees may be recovered if the vehicle is sold or if judicial proceedings are instituted, the statutory scheme does not suggest that processing fees are part of the lien that may be included as part of the amount the consumer must pay to redeem the vehicle.

The Maryland Consumer Debt Collection Act, specifically Md. Code, Comm. Law § 14-202, provides that a debt collector may not “[c]laim, attempt, or threaten to enforce a right with knowledge that the right does not exist.” The Court held that Defendants attempted to enforce a right that did not exist by requiring Plaintiff to pay the $1,000.00 processing fee to redeem the vehicle. Defendants had no right to front-load the processing fee and include those fees as part of the lien. Consequently, the Court held the jury properly found that Defendants violated the Maryland Consumer Debt Collection Act and, because such a violation constitutes an unfair or deceptive trade practice, Defendants also violated the Maryland Consumer Protection Act.

The full opinion is available in PDF.  

Falls Garden Condominium Ass’n, Inc. v. Falls Homeowners Ass’n, Inc. (Md. Court of Appeals)

Filed: January 27, 2015

Opinion by: Lynne A. Battaglia

Holding:  A letter of intent may be an enforceable contract where definite terms are included, signaling intent of the parties to be bound, and the material terms of a contract are included.  Further, where the letter of intent is unambiguous and constitutes an enforceable contract, it is unnecessary to have a plenary hearing on the merits of a motion to enforce a settlement agreement

Facts: The appeal arose out of the execution of a letter of intent which was the result of the settlement of litigation over the contested ownership of parking spaces.

Analysis:  Distinguishing Cochran v Norkunas, which held that the parties did not intend to be bound by a letter of intent and it was therefore unenforceable, the Court noted that in the present case the parties expressed their intent to be bound to the letter of intent through the definiteness of terms included therein.

In discerning the enforceability of the letter of intent the Court relied upon the often cited and influential treatise Corbin on Contracts, which divides cases where letters of intent have been an issue into a spectrum with four categories: (i) where the parties specifically say that they intend not to be bound until the formal writing is executed; (ii) cases where the parties clearly point out one or more specific matters on which they must yet agree before negotiations are concluded; (iii) cases where the parties express definite agreement on all necessary terms, and say nothing as to other relevant matters not essential, but that are often included in similar contracts; and (iv) cases like those of the third class, with the addition that the parties expressly state that they intend their present expressions to be a binding agreement or contract, and are thus conclusive as to the parties intent.  The Court indicated that the essential distinction between the indefinite middle two categories centers on the question as to whether the terms included in the document are definite or indefinite, which then informs the central question as to whether the parties intended to be bound and, thus, their mutual assent.  Under this framework of analysis, the Court finds the letter of intent to be enforcable due to the mutual assent of the parties, and the lease is not enforceable.

Following this line of reasoning, the Court noted that due to the absence of ambiguous terms in the letter of intent the trial judge need not entertain extrinsic evidence, especially if the evidence were to be of a self-serving nature, as in the present case.

The full opinion is available in PDF.

Walton v. Network Solutions (Ct. of Special Appeals)

Filed: February 26, 2015

Opinion By: Michael W. Reed

Holding: Appellant, Jeffrey Walton, failed to allege facts sufficiently specific to substantiate his claims against Appellee, Network Solutions, for violating either the Maryland Commercial Electronic Mail Act (“MCEMA”) or the Maryland Consumer Protection Act (“MCPA”), and his claims were timed barred under the applicable three year statute of limitations.

Facts: Appellant was the recipient of certain unsolicited commercial email (“spam”) from Appellee starting in 2009.  Appellant complained twice to Appellee, but continued to receive spam, which he alleged in his complaint was false or misleading as to where the spam came from and the information provided in the subject line of each email message.

Analysis: The Court began with the language of MCEMA, which specifically bars sending commercial emails that contain unauthorized, false or misleading information under section 14-3002.  Md. Com. Law Code Ann. § 14-3002 (2014).  Section 14-3002(b)(2)(ii) specifically bars “sending a message that contains false or misleading information about the origin or the transmission path of the commercial electronic mail.”  Appellant had asserted that Appellee had violated this provision because when Appellant sent a message to the reply-to address of Appellee, the message was returned indicating that the destination mailbox was full.  The Court concluded that this was not prohibited conduct under the statute because the statute did not require the mailbox to accept messages, only that it be a misrepresentation of where the spam originated from.  Moreover, the Appellant was able to determine from the sending email address to contact Appellee

Section 14-3002(b)(2)(iii) prohibits sending a message that contains false or misleading information in the subject line of the message.  The Court examined the subject lines of the emails attached to Appellant’s complaint, and concluded that because the subject lines of each such message were related to Appellee’s business of selling domain names, the subject lines did not, as a matter of law, have “the capacity, tendency, or effect of deceiving” the Appellant.  Instead, the case before the Court was factually distinguishable from a California case, Hypertouch, Inc. v. ValueClick, Inc., 123 Cal. Rptr. 3d 8 (Ct. App. 2011), because the subject lines in Hypertouch offered free gifts without any limitation when the offer was actually far more limited.

Finally, the Court determined that Appellant’s claims under MCPA were time barred, holding that Appellant was aware on December 1, 2009 that Appellee had failed to remove him from Appellee’s email list, but failed to file a claim against Appellee until March 7, 2013 – more than three years from when he knew or should have known of the allegedly false or misleading conduct of Appellee.  Appellant’s claim here is premised on the statements of Appellee’s employees that Appellant was removed from the mailing list, but continued to receive spam after being told he was removed.  The Court concluded that such a claim had to be filed within three years, and that the continuing harm doctrine, which if applicable, might extend the limitations period for each new spam message received, was not applicable to the present matter.  The Court held that this argument was waived by not being raised and decided by the trial court at the hearing on the motion to dismiss, but that even if not waived, the continuing harm doctrine should not be applied to alleged violations of MCEMA.

The full opinion is available in PDF.