Justia Contracts Opinion Summaries

In 1999, the Baltimore City Council enacted an urban renewal plan (Plan) to renew a portion of Baltimore City. A five-block area located in the renewal area was the subject of protracted litigation between 120 West Fayette, LLLP and the Mayor and City Council of Baltimore. The current iteration of the litigation focused on a memorandum of agreement (MOA) between the City and the Maryland Historical Trust relating to the treatment of historic properties in connection with the Plan. The MOA required the City to submit redevelopment plans to the Trust for approval. After the Trust's director provided conditional approval of a fifth set of plans 120 West Fayette (Appellant) filed a complaint seeking a declaration of rights interpreting the terms of the MOA. The circuit court dismissed the complaint, finding that Appellant was neither a party to, nor an intended beneficiary of, the MOA, and therefore, Appellant failed to state a claim upon which relief could be granted. The Court of Appeals affirmed, holding that Appellant, at best an incidental beneficiary to the MOA, could not file a suit requesting declaratory judgment that interprets and enforces an agreement to which it had no part.

Lynne Swartzbaugh purchased motor vehicle insurance with Encompass Insurance Company. The policy named Lynne, her husband, and their daughter Kelly (Petitioners) as drivers. Lynne executed a waiver of higher uninsured motorist (UM) coverage on the standard Maryland Insurance Administration form. Immediately beneath the signature line below the waiver appeared the legend: "Signature of First Named Insured." By its terms, consistent with Maryland law, the waiver remained in effect until withdrawn, and the waiver was never withdrawn. Later, Kelly was injured in an accident involving an under-insured driver. Kelly was unable to collect further damages from Encompass under that policy's UM coverage. Petitioners sought a declaration that the waiver was ineffective because Lynne was not in fact the "first named insured" on the policy. The circuit court ruled that the waiver signed by Lynne was valid and enforceable. The court of special appeals affirmed. The Court of Appeals affirmed, holding that, in the context of a motor vehicle insurance policy, the phrase "first named insured" refers to a person insured under the policy and specifically named in the policy who acts on behalf of the other insured parties and is designated as "first named insured" in the policy documents.

This case stemmed from the judicial sale of a condominium owned by Petitioner and conducted by two court-appointed trustees that were employed by a law firm (collectively, Respondents). Following the sale, Petitioner filed a complaint, alleging breach of fiduciary duty involving actual fraud and breach of fiduciary duty involving constructive fraud by the trustees and alleging vicarious liability by the law firm. The trial judge granted Respondents' motion to dismiss, concluding that Respondents were entitled to qualified judicial immunity for their actions in connection with the sale. The court of special appeals (1) reversed with regard to Petitioner's allegations of actual fraud, and (2) affirmed with regard to the other causes of action on grounds of qualified judicial immunity. The Supreme Court affirmed in part and reversed in part, holding that Respondents were not entitled to absolute judicial immunity, and the concept of qualified public official immunity was inapplicable to the circumstances of this case.

The claims in these consolidated cases were largely identical in that they shared similar allegations of violations of the Maryland Secondary Mortgage Loan Law (SMLL), the Maryland Consumer Protection Act (CPA), and common law breach of contract. Appellees in these cases were mortgage companies, who were assignees of the original lenders, and Appellants were individual borrowers. The Supreme Court affirmed the dismissals of each of the cases by the circuit courts, holding (1) the SMLL does not restrict a lender to a single loan origination fee, as long as the aggregate fees charged and collected do not exceed the statutory maximum; (2) Appellees were not required by the SMLL to provide borrowers, who did not intend to use the proceeds of their secondary mortgage loans for commercial purposes, a disclosure form designed expressly to advise commercial borrowers only under the SMLL; and (3) certain Appellants failed to support sufficiently their allegations of breach of contract, CPA violations, and claims in accounting with specific facts.

After Hospital declined to renew the privileges of Physician due to repeated complaints about Physician, Physician sued for damages. Hospital claimed immunity under the Health Care Quality Improvement Act (HCQIA). The circuit court granted summary judgment to Hospital, and the court of special appeals affirmed. The Court of Appeals granted certiorari to answer whether in the context of a summary judgment proceeding, the presumption of HCQIA immunity is rebutted upon the showing of material facts in dispute regarding the physician's reporting of substandard medical care and attempts to improve the quality of the care in the hospital system. The Court affirmed, holding (1) evidence of retaliation will not prevent summary judgment on HCQIA immunity unless it can permit a rational trier of fact to conclude that (i) the defendant failed to comply with the standards for immunity set forth in 42 U.S.C. 11112(a), or (ii) the action was not a "professional review action" under 42 U.S.C. 11151(9); and (2) in this instance, Physician did not produce evidence sufficient to convince a rational trier of fact that Hospital failed to satisfy the standards for immunity set forth in HCQIA, and therefore, summary judgment was warranted.

After Leon Coleman failed to perform eight construction contracts for detached homes, he was convicted of eight counts of theft by deception and eight counts of failure to escrow under Deposits on New Homes Subtitle (Act). The court of special appeals reversed, holding that the Act did not apply and that there was insufficient evidence of intent to support the theft convictions. The Court of Appeals affirmed, holding (1) the evidence was insufficient to conclude that Coleman intentionally deprived buyers of their property, as required under the theft statute; and (2) the plain meaning of the Act indicated that it did not apply to Coleman.

Roy Allen died in 2005. After a drawn-out legal struggle, the orphans' court approved an account of his estate in 2009. Before the personal representative (Appellee) would make the distribution under that account, she required that Allen's children sign a document releasing her from liability related to her duties as personal representative. Allen's sons (Appellants) refused to sign and return the document. The orphans' court ordered Appellants to sign, but they again refused. The court of special appeals affirmed the order of the orphans' court. The Court of Appeals affirmed, holding (1) Md. Code Ann. Est. & Trusts 9-111 entitles a personal representative to obtain a release when she requests one; and (2) an orphans' court may order heirs and legatees to sign such releases when requested.

The Maryland State Retirement System (System) filed a claim against Milliman, an actuary, asserting that Milliman had understated the contributions required to fund three of the State's ten retirement and pension systems because of Milliman's misinterpretation of a particular data code. The Retirement System Procurement Officer determined that Milliman had failed to comply with its contractual duties and awarded damages to the System. On appeal, the State Board of Contract Appeals determined that the actuary had substantially breached its contracts with the System and affirmed the damages. The circuit court affirmed the Board's findings that Milliman breached its contracts with the System and affirmed the award of lost investment earnings but reversed the Board's award of amounts equaling lost contributions. The Supreme Court granted certiorari, holding (1) Milliman was liable to the System for repeatedly misinterpreting a data code; (2) the System was not negligent in the development or transmission of data provided to Milliman and, therefore, contributory negligence did not bar the System's recovery; and (3) the circuit court erroneously reduced the Board's damage award representing lost contributions. The Court, therefore, vacated the judgment of the circuit court and affirmed the Board's decision.

Respondent Annapolis Towne Centre (ATC), the owner and developer of a mixed-use development, entered into an agreement with petitioner Hovnanian Land Investment, a residential developer, under which ATC agreed to sell a portion of the property to Hovnanian for the construction of a residential tower. The contract required certain conditions to be met by ATC prior to the closing and contained a clause stating that any waiver of the contract had to be in writing. Before closing, Hovnanian terminated the agreement, alleging that ATC failed to meet a condition precedent. ATC sought a declaratory judgment, and both parties filed motions for summary judgment on the issue of whether ATC had complied with the condition precedent. The circuit court granted ATC's motion for summary judgment on that issue, holding that Hovnanian waived the condition precedent. The court of special appeals affirmed. The Court of Appeals reversed, holding that summary judgment was not appropriate because (1) a condition precedent may be waived by a party's conduct, despite a non-waiver clause, but whether Hovnanian's actions amounted to a waiver was a dispute of material fact; and (2) the question of whether ATC strictly fulfilled the condition also involved material questions of fact. Remanded.

Bromberg Rosenthal filed a complaint against Coralie Kurstin in district court, seeking a judgment for the balance of fees owed by Kurstin under an employment agreement in which Kurstin hired Bromberg to represent her in her divorce. During pretrial skirmishing, Bromberg issued a deposition subpoena to Kurstin's present counsel. Kurstin's counsel filed a motion to quash the subpoena, asserting the attorney-client privilege, and also filed a motion for a protective order. The district court denied both motions and ruled that the attorney-client privilege had been waived. Kurstin appealed. The court of special appeals dismissed the appeal as premature, concluding that collateral order doctrine precluded the appeal. The Court of Appeals affirmed, holding the intermediate appellate court correctly concluded that the circuit court's denial of the motion to quash was not immediately appealable because the issue (1) was inextricably intertwined with the merits of the action, and (2) will be reviewable on appeal from a final judgment.