Dolan v. McQuaide

• Citation: 215 Md.App. 24,79 A.3d 394
• Decision Date: 05 November 2013
• Docket Number: No. 1433,Sept. Term, 2012.,1433
• Parties: Effie DOLAN v. Christopher McQUAIDE.
• Court: Court of Special Appeals of Maryland

215 Md.App. 24

79 A.3d 394

Effie DOLAN

v.Christopher McQUAIDE.

No. 1433, Sept. Term, 2012.

Court of Special Appeals of Maryland.

Nov. 5, 2013.

Howard J. Needle, Baltimore, MD, for appellant.

Cameron A. Brown (Clara Campbell, on the brief) Elkton, MD, for appellee.

Panel: MATRICCIANI, BERGER, LAWRENCE F. RODOWSKY (Retired, Specially Assigned), JJ.

MATRICCIANI, J.

Appellant, Effie Dolan, filed a complaint in the Circuit Court for Cecil County on November 17, 2008, naming as defendant the appellee, Christopher McQuaide, and bringing claims for replevin, conversion, breach of contract, accounting, breach of fiduciary duty by fraud, unjust enrichment, promissory estoppel, civil conspiracy, aiding and abetting, and intentional infliction of emotional distress.

The circuit court granted McQuaide's motion for summary judgment on all counts, and on February 10, 2011, this Court affirmed summary judgment except for four counts: breach of contract, accounting, unjust enrichment, and promissory estoppel.

On remand, McQuaide moved again for summary judgment on all remaining counts. The circuit court granted McQuaide's motion except as to unjust enrichment on February 6, 2012. Dolan moved to revise the judgment on March 15, 2012, but her motion was struck as untimely. McQuaide filed a motion to alter or amend the judgment, which the court granted on August 31, 2012, thereby disposing of all claims. Appellant noted this timely appeal on September 20, 2012.

Questions Presented

Dolan presents three questions for our consideration, which we have edited to comport with our discussion: ¹

I. Did the trial court err when it granted McQuaide's motion for summary judgment on breach of oral contract and promissory estoppel, where there was no evidence that the parties had discussed and agreed upon the scope of the plaintiff's services?

II. Did the trial court err when it granted McQuaide's motion for summary judgment on unjust enrichment and accounting, where there was record evidence of the fair market value of her services?

III. Did the trial court err when it struck Dolan's motion to revise the judgment, which was not filed timely due to her counsel's mistake?

For the reasons that follow, we answer no to question one, we answer yes to question two, and we do not reach the merits of question three. We therefore remand the case to the Circuit Court for Cecil County for further proceedings.

Factual and Procedural History

Dolan and McQuaide began a personal and romantic relationship in 1997, and they were engaged to be married in 2002. Sometime between 2000 and 2002, the parties decided to open a carwash business. According to the complaint, “In consideration [for Dolan's] efforts to do the planning, financial and otherwise, for Diamond Car Wash, [McQuaide] agreed and contracted that he and the Plaintiff would be equal partners in the venture, and would share the net profits therefrom equally.”

Between 2002 and 2005, Dolan provided various services to McQuaide and his nascent business, “Diamond Car Wash.” Among other things, Dolan drafted a business plan and financial projections, wrote contracts for McQuaide to use with his architect, general contractor, and investors,and created a logo and website for the business.

The parties' personal and professional relationship ended just before Diamond Carwash opened, in October of 2005. According to Dolan's complaint, McQuaide did not compensate her as promised, and he refused to allow her to inspect the business's records. Dolan therefore brought claims against McQuaide, including for breach of contract, promissory estoppel, accounting, and unjust enrichment. ²

After an appeal and remand, noted above, the trial court granted summary judgment in favor of McQuaide on all counts except unjust enrichment. The date stamp on that judgment reads “12 Feb–6 PM 1:05.” Dolan's counsel apparently believed that “12” indicated the day, rather than the year, of the judgment, and so did not file a motion to revise judgment until March 15, 2012.³ The circuit court struck Dolan's motion as untimely and granted McQuaide's motion to alter or amend, thereby granting summary judgment in his favor on all counts. Dolan filed a timely notice of appeal from this judgment, bringing the case before us.

Discussion

Standard of Review

All claims in the present case were disposed of by summary judgment, which we review according to the following rubric:

A trial court's grant of a summary judgment motion is proper if “there is no genuine dispute as to any material fact and ... the party in whose favor judgment is entered is entitled to judgment as a matter of law.” Md. Rule 2–501(e). Maryland courts hold that a “material fact is a fact the resolution of which will somehow affect the outcome of the case.” Arroyo v. Bd. of Educ., 381 Md. 646, 654, 851 A.2d 576, 581 (2004) (citations omitted).

Once the moving party provides the trial court with a prima facie basis in support of the motion for summary judgment, the non-moving party is obliged to produce sufficient facts admissible in evidence, if it can, demonstrating that a genuine dispute as to a material fact or facts exists. These tendered facts should be given under oath, based on the personal knowledge of an affiant. Id. at 655, 851 A.2d at 581. “Bald, unsupported statements or conclusions of law are insufficient.” Id. (citations omitted).

If no genuine dispute of material fact is found to exist, a court then considers whether the movant is entitled to judgment as a matter of law. SeeMd. Rule 2–501. On appellate review of the grant of summary judgment, we review the trial court's conclusions of law de novo. Messing v. Bank of America, N.A., 373 Md. 672, 683–84, 821 A.2d 22, 28 (2003). As we consider the trial court's conclusions of law, “we construe the facts properly before the court, and any reasonable inferences that may be drawn from them, in the light most favorable to the non-moving party.” Jurgensen v. New Phoenix Atl. Condo. Council of Unit Owners, 380 Md. 106, 114, 843 A.2d 865, 869 (2004).Dual Inc. v. Lockheed Martin Corp., 383 Md. 151, 162, 857 A.2d 1095 (2004).

I.

Dolan first argues that the trial court erred when it granted summary judgment on her claims for breach of oral contract and promissory estoppel. A claim for breach of contract cannot stand if its essential terms are vague or uncertain:

... The parties must express themselves in such terms that it can be ascertained to a reasonable degree of certainty what they mean. If the agreement be so vague and indefinite that it is not possible to collect from it the intention of the parties, it is void because neither the court nor jury could make a contract for the parties. Such a contract cannot be enforced in equity nor sued upon in law. For a contract to be legally enforceable, its language must not only be sufficiently definite to clearly inform the parties to it of what they may be called upon by its terms to do, but also must be sufficiently clear and definite in order that the courts, which may be required to enforce it, may be able to know the purpose and intention of the parties.

Robinson v. Gardiner, 196 Md. 213, 217, 76 A.2d 354 (1950) (internal citations omitted), cited in Mogavero v. Silverstein, 142 Md.App. 259, 272, 790 A.2d 43 (2002). Similarly, a claim for promissory estoppel requires “a clear and definite promise.” Pavel Enterprises, Inc. v. A.S. Johnson Co., Inc., 342 Md. 143, 166, 674 A.2d 521 (1996).

Appellant points to four documents that generate a genuine factual dispute over her alleged agreement with appellant: her complaint, her interrogatory answers, and her testimony in two affidavits. First, as quoted above, appellant's complaint alleges that, “[i]n consideration [for Dolan's] efforts to do the planning, financial and otherwise, for Diamond Car Wash, [McQuaide] agreed and contracted that he and [Dolan] would be equal partners in the venture, and would share the net profits therefrom equally.” Second, one of Dolan's interrogatory answers states, as follows:

Though [Dolan]'s and [McQuaide]'s contractual relationship was oral, it was clearly an agreement that was thoroughly enforced, there was an offer and acceptance, it was extended and strengthened during the course of conduct between the parties, during an almost seven-year period, and clearly evident through the credibility of the parties. [McQuaide] on numerous and countless occasions throughout the years of 2002–2005 engaged, acted, and interacted with [Dolan] as a professional and business partner in the Diamond Car Wash endeavor. There was a meeting of the minds between the parties through offer and acceptance. The partnership entailed [Dolan] providing much subject matter expertise and intellectual capital, business know-how for the planning, financing, and start up of Diamond Car Wash. [McQuaide] clearly conveyed to [Dolan] that she would profit and benefit as a partner from Diamond's future success, in consideration for her work effort. Specifically, [McQuaide] stated and implied on numerous occasions that [Dolan] would leave her job at GMACM to run the car wash operations, and that [McQuaide]'s brother knew and was well aware this would happen.

Third, Dolan swore to the following facts in a 2009 affidavit:

In 2002, [McQuaide and I] entered into an oral contract to begin plans for building and operating a carwash. During the time period between 2002 and 2005, I developed a business plan for the car wash and wrote contracts for [McQuaide] to use with the architect, general contractor, and investors. I also created a logo and website for the carwash at [McQuaide]'s request. We agreed to share the profits from the carwash equally.

And fourth, Dolan swore in a 2012 affidavit that she and McQuaide had “entered into an oral contract to begin plans for building and operating a car wash,” and that “[a] clearly understood contract existed between the parties, which became very evident by our conduct and in our course...