Articles Posted in Contracts

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In order to recover attorney’s fees against a negligent title searcher using the collateral litigation doctrine, the plaintiff must show that the title searcher’s negligence proximately caused the plaintiff to file a necessary collateral action, resulting in the plaintiff incurring reasonable litigation costs necessarily and in good faith, and that the plaintiff has not otherwise received compensation for those costs. The Ochses purchased property from the Henrys. The Ochses later learned that a encumbrance bisecting their lot was part of a strip of land that had been granted to Dorchester County. Prior to this discovery, the Ochses filed a lawsuit against the Henrys to quiet title. The Ochses later filed a lawsuit against Chicago Title Insurance Company and Eastern Shore Title Company (ESTC), the title examiner, alleging breach of contract and negligence. The trial court found in favor of the Ochses and awarded a $215,710 against ESTC and Chicago Title, which was the amount of the attorney’s fees awarded to the Ochses in the Henry litigation. The trial court subsequently reduced its judgment against ESTC and Chicago Title by $215,710. The Court of Appeals affirmed, holding that the trial court did not err by reducing the damages awarded to the Ochses by the amount previously satisfied by the Henrys. View "Eastern Shore Title Co. v. Ochse" on Justia Law

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Petitioner pled guilty to theft in exchange for the State’s recommendation that she receive no executed jail time. The district court did not follow the State’s recommendation and instead imposed a sentence of thirty days’ incarceration. Petitioner filed a de novo appeal to the circuit court and entered a plea of not guilty. The State subsequently offered a new plea agreement whereby, in exchange for Petitioner’s guilty plea, the State would recommend Petitioner receive thirty days’ incarceration. Petitioner filed a motion to enforce the plea agreement in the circuit court, contending that the state violated the terms of the district court plea agreement by altering its sentencing recommendation. The circuit court denied the motion, concluding that on de novo appeal, the district court plea agreement was no longer enforceable. The Court of Appeals affirmed, holding that the district court plea agreement did not extend to the de novo circuit court proceeding. View "Hartman v. State" on Justia Law

Posted in: Contracts, Criminal Law

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Maryland-National Capital Park and Planning Commission (the Commission) contracted with Fort Myer Construction Corporation to build a pedestrian bridge. After disputes arose, Fort Myer sued the Commission. The Commission impleaded URS Corporation (URS), the engineering firm that created the design documents. The circuit court eventually dismissed Fort Myer’s original complaint, but the claims between URS and the Commission went to trial. Both parties asked the court to award monetary sanctions against Fort Myer on the basis that Fort Myer had litigated its original complaint “without substantial justification.” The circuit court did so. All three parties appealed. The Court of Special Appeals reversed the circuit court’s sanctions awards. The Court of Appeals affirmed, holding (1) the intermediate appellate court properly exercised its jurisdiction to decide Fort Myer’s appeal; and (2) as for the sanctions awards against Fort Myer, the circuit court’s explanation of its reasoning did not support a finding that Fort Myer’s pursuit of its claim was “without substantial justification.” View "URS Corp. v. Fort Myer Construction Corp." on Justia Law

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This suit arose from the actions of iStar’s Board of Directors in modifying performance-based executive compensation awards, which were granted in the form of stock. Petitioners filed suit against current and former members of iStar’s Board and senior management, alleging breach of fiduciary duty, unjust enrichment, waste of corporate assets, breach of contract, and promissory estoppel. The circuit court dismissed all of Petitioners’ claims for failure to state a claim upon which relief can be granted. The Court of Special Appeals affirmed. The Court of Appeals affirmed, holding (1) Petitioners’ claims were properly dismissed by the circuit court for failure to overcome the business judgment rule presumption; and (2) furthermore, Petitioners’ claims for breach of contract and promissory estoppel are derivative claims that are subject to the business judgment rule. View "Oliveira v. Sugarman" on Justia Law

Posted in: Business Law, Contracts

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The parties in this dispute were a city and a design engineer. The city and the design engineer settled their dispute pursuant to an agreement that contained a non-disparagement clause. After the city released the design engineer from all claims relating to the earlier litigation, the city pursued a claim against the engineer’s construction manager for breach of contract. When the design engineer heard of the city’s disparaging statements made during the current lawsuit, it filed a complaint against the city for injunctive and monetary relief, alleging that the city breached the non-disparagement agreement during the current litigation. The circuit court denied injunctive relief and then granted the city’s amended motion to dismiss. The Court of Special Appeals affirmed, holding that no claim can stand for a deliberate and voluntary breach of a non-disparagement agreement when the disparaging statements are made in legal proceedings. The Court of Appeals affirmed, holding (1) the litigation privilege can immunize a party from a claim for breach of a non-disparagement clause; and (2) the city did not waive the litigation privilege in this case. View "O'Brien & Gere Eng'rs, Inc. v. City of Salisbury" on Justia Law

Posted in: Contracts

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Petitioner was terminated from her position as the Clerk-Treasurer of the Town of Hurlock two and one-half years after she entered into a written employment agreement with the Mayor-elect. Under the employment agreement, Petitioner was to serve a four-year term. Petitioner brought this action against Respondent, the Town, alleging breach of contract and seeking damages and other relief. The circuit court dismissed the complaint, concluding that the four-year term of employment in the agreement was inconsistent with the Town Charter and therefore ineffective. The Court of Special Appeals affirmed. The Court of Appeals affirmed, holding (1) the language of the Town Charter means that an official like the Clerk-Treasurer is an at-will employee; and (2) the Mayor and Council of Hurlock lacked authority under the Town Charter to enter into an agreement conferring a fixed term of employment in this case. View "Clough v. Mayor & Council of Hurlock" on Justia Law

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Community College of Baltimore County (CCBC) entered into an agreement with Patient First Corporation, a medical provider, under which student medical technicians gained experience doing blood draws at Patient First. In the agreement, CCBC agreed to indemnify Patient First for any liability that Patient First might occur, including attorneys’ fees, arising from a negligent act or omission of a student. As a result of an incident involving a failed blood draw by a student, Patient First was sued. The parties in the suit reached a settlement agreement. CCBC challenged its obligation to indemnify Patient First for the settlement payment and attorneys’ fees, asserting that the liability arose from the Patient First’s own negligence. The circuit court ruled that Patient First was entitled to indemnification. The Court of Appeals affirmed in part and vacated in part, holding (1) the circuit court was not clearly erroneous in concluding that Patient First bore its burden of proving its entitlement to indemnification and that CCBC did not bear its burden of proving, as an affirmative defense, that Patient First was itself negligent and that the liability arose from that negligence; and (2) there was insufficient evidence to support a conclusion that the requested attorneys’ fee award was reasonable. Remanded. View "Bd. of Trs., Cmty. Coll. of Baltimore County v. Patient First Corp." on Justia Law

Posted in: Contracts

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Petitioners purchased and financed an automobile from Respondent. Petitioners averred that Respondent failed properly to disclose the vehicle’s history. At issue in this case was the extent to which multiple documents executed on the same day during the course of the purchase and financing could be read together as constituting the entire agreement between the parties. The issue arose in the context of whether Petitioners’ claims against Respondent were subject to a mandatory arbitration provision in the Buyer’s Order, which set forth the purchase price. A Retail Installment Sales Contract (RISC), which contained the financing terms of the purchase, did not include an agreement to arbitrate. The circuit court granted Respondent’s motion to compel arbitration, thus disagreeing with Petitioners that the language of the Buyer’s Order was superseded by the RISC. The Court of Appeals affirmed, holding that, for the purposes of the instant case, the Buyer’s Order may be construed together with the RISC as evincing the entire agreement between the parties. View "Ford v. Antwerpen Motorcars Ltd." on Justia Law

Posted in: Consumer Law, Contracts

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Blackstone International, Ltd. was insured by Insurers for commercial general liability insurance. The policy included coverage for personal advertising injury liability. Blackstone was sued for breach of contract, among other causes of action, after disputes arose regarding a joint business venture to market and sell lighting products. Blackstone requested coverage and litigation defense under the personal and advertising injury provisions of the policy. Insurers filed a complaint for declaratory judgment seeking a judgment that they had no duty to defend the claims because the complaint did not allege that Blackstone had engaged in advertising, that the plaintiff had suffered an advertising injury, or that there was any causal connection between the plaintiff’s claimed damages and any advertising conducted by Blackstone. The circuit court entered summary judgment for Insurers. The intermediate appellate court reversed. The Court of Appeals reversed, holding that Insurer had no duty to defend Blackstone where Blackstone did not show an advertising injury suffered by the plaintiff. View "Md. Cas. Co. v. Blackwell Int'l Ltd." on Justia Law

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This appeal concerned a dispute over ownership of parking spaces situated between The Falls Homeowners Association (“The Falls”) and Falls Garden Condominium Association (“Falls Garden”). The Falls and Falls Garden executed a letter of intent in settlement of litigation. After problems arose between the parties, The Falls filed a motion to enforce settlement agreement to implement the letter of intent. The circuit court judge granted The Falls’s motion. The court ordered The Falls to prepare a settlement agreement and a release of all claims and ordered Falls Garden to execute the settlement agreement. On appeal, Falls Garden argued that the Letter of Intent was not binding because the parties did not intend to be bound and because the letter did not contain all material terms. The Court of Special Appeals affirmed. The Court of Appeals vacated the judgment of the Court of Special Appeals and remanded, holding (1) the letter of intent was an enforceable contract to which the parties intended to be bound; and (2) because the letter of intent was unambiguous and constituted an enforceable contract, the trial judge did not err in failing to hold a plenary hearing on the merits of the motion to enforce settlement agreement. View "Falls Garden Condo. Ass’n v. Falls Homeowners Ass’n" on Justia Law