Gohari v. Darvish, 25

CourtCourt of Appeals of Maryland
Writing for the CourtHARRELL, J.
Citation767 A.2d 321,363 Md. 42
PartiesShahriar GOHARI et al., v. John R. DARVISH.
Docket NumberNo. 25,25
Decision Date23 February 2001

Paul M. Smith (Elizabeth A. Cavanagh of Jenner & Block, on brief), Washington, D.C., for petitioners.

David G. Leitch (Catherine E. Stetson of Hogan & Hartson, L.L.P., on brief), Washington, D.C., for respondent.

Argued before BELL, C.J., and ELDRIDGE, RAKER, WILNER, CATHELL, HARRELL, and LAWRENCE F. RODOWSKY, (retired, specially assigned), JJ.


John R. Darvish, Respondent, was found liable by a jury in the Circuit Court for Montgomery County of defamation of Shahriar Gohari, Petitioner, and of tortious interference with a contract that Gohari had entered to purchase an automobile dealership. The jury awarded Petitioner compensatory damages in the amount of $500,000.00 for the defamation claim. Petitioner and Arlington Motors, Inc., Petitioner's co-plaintiff at trial, also were awarded $2,120,000.00 for tortious interference with the contract. The Court of Special Appeals vacated the judgment and remanded the case to the Circuit Court. According to the Court of Special Appeals, Respondent was entitled to a new trial, presumably on both counts, at which time he would be permitted to assert a qualified privilege defense and to introduce evidence that his statements about Petitioner were true. Darvish v. Gohari, 130 Md.App. 265, 745 A.2d 1134 (2000). We granted Petitioner's petition for writ of certiorari, Gohari v. Darvish, 359 Md. 28, 753 A.2d 1 (2000), to consider the following questions:

1. Whether the law of qualified privilege should be expanded to protect a business owner's defamatory statements about a former employee who seeks to enter a competitive business arrangement with a third party, even though such statements neither arise in the context of an employer-employee relationship nor relate to any common interest of the business owner and third party.
2. Whether a jury verdict may be reversed where a qualified privilege defense instruction, if given, would not have made any difference to the verdict, yet the Court of Special Appeals failed to consider whether any error is harmless.
A. Factual Background

Darvish, at all pertinent times, was the owner and chief executive officer of Darcars Automotive Group (Darcars), the umbrella organization of a group of automotive franchises and related enterprises. In January 1987, Darvish hired Gohari, an accountant by training,1 as a comptroller trainee at one of the Darcars dealerships. In January 1988, Darvish promoted Gohari to comptroller of Darcars Toyota, where he was responsible for overseeing the accounting and financial functions of the dealership. By 1992, Gohari ascended to the position of senior vice president of the Darcars Automotive Group2 and was identified as such on the Darcars Toyota dealer's license.

Although Gohari accumulated extensive experience in the financial and accounting aspects of the businesses operated under the Darcars umbrella while working there, he was not trained in other aspects of its operations. Darvish testified that the only training Gohari received was in accounting; Gohari was not provided with any training in sales, service, or any of the other operating departments in the Darcars empire.3 Because he specialized in the financial side of the business, with demanding responsibilities that Darvish described as "more than a full time job," Gohari did not supervise directly the sales, service, or parts department of Darcars Toyota, nor did he, according to Darvish, ever express an interest in training to become a general manager in charge of supervising those departments.4 At trial, Gohari agreed that he had not expressed interest in becoming a general manager because such a position would be the equivalent of a demotion from his position as senior vice president. When asked whether he lacked retail operational experience in the business, however, Gohari asserted that he did not lack such experience.5

In August of 1996, Gohari quit his job with Darcars. In November of 1996, he entered into an agreement with James Kline to buy the Kline Arlington Toyota dealership.6 Needing Toyota's permission to consummate the transaction, Gohari applied to Toyota Motor Sales, Inc.'s (Toyota) local agent, Central Atlantic Toyota Distributors, Inc. (CATD), for approval to own and operate the dealership. According to testimony at trial, CATD was responsible for examining "the credentials of the individual to determine whether or not [he or she] qualified to be a dealer and/or operator."

On 2 December 1996, Gohari met with Dennis Clements, president, and Roy Arminger, dealer development manager, of CATD. Gohari authorized CATD to "inquire, through outside sources, about [his] character, general reputation and credit history" and to "obtain and share information from and with any of its affiliated entities." At trial, Clements testified that he specifically sought and received Gohari's permission to interview Darvish about Gohari's work experience at Darcars Toyota. On 10 December 1996, Clements met with Darvish and inquired about Gohari's qualifications—experience, background, and capabilities—to own the Arlington Toyota franchise. Later that day, Clements also met with Kline to report on the status of CATD's consideration of Gohari's franchise transfer application.

Clements drafted a file memorandum, dated 10 December 1996, regarding his meeting with Kline. In that memorandum, Clements related some of what he claimed Darvish told him in their meeting on 10 December 1996. That memorandum recited that Darvish told Clements that "Gohari lacked the experience, capacity and character to be considered a qualified candidate." Clements drafted a second file memorandum, dated 11 December 1996, purportedly memorializing his 10 December 1996 meeting with Darvish, which stated that Darvish also told Clements that Gohari "had suddenly left the DARCARS organization several months ago in an unprofessional manner and with no notice[,]... that there was questionable financial manipulation by Mr. Gohari to inflate his compensation[,] and that Mr. Darvish should have terminated Mr. Gohari's employment much earlier but had kept him on out of loyalty." The 11 December 1996 memorandum also stated, among other things, that Gohari "had no experience in the operational aspects of a dealership" and that Darvish strongly questioned whether Gohari's experience or background qualified him to operate a dealership.

Clements spoke to Armiger about his meeting with Darvish, and Armiger prepared his own file memorandum summarizing Clements's description of Darvish's 10 December comments about Gohari. During a 12 December 1996 telephone conversation with Darvish, Arminger read aloud to Darvish several passages from this memorandum reciting what Darvish reportedly told Clements about whether Gohari "had had operational authority over the dealership, dishonesty, manipulation of financial figures, people skills and whether... he had had other automotive experience other than accounting." Arminger testified that, after relating these passages to Darvish, Darvish remained silent, offering no denials as to whether he had made these statements. Arminger considered the silence to be confirmation that Darvish had made the statements. Armiger requested that Darvish provide a letter confirming the statements that Darvish made to Clements. He told Darvish that Gohari's approval "would be dependent upon what was contained in the letter." Darvish sent Armiger the requested letter on 13 December 1996. The letter stated in part:

Mr. Gohari was employed at DARCARS... through August 12, 1996, as in house controller.... He had responsibility for overseeing day-to-day accounting issues and coordinating all accounting issues with ... DARCARS' outside accounting firm.
Mr. Gohari's responsibilities did not include, however, involvement in or supervision over other dealership departments, including New and Used Car Sales, Service and Parts, Leasing, Body Shop, Customer Relations, or Finance or Insurance Programs....
Unfortunately, Mr. Gohari left his employment in a most unprofessional manner.... As a result, there are many unanswered questions concerning the proper allocation of expenses in the dealership and pay plan applications.

CATD ultimately concluded that, because Gohari lacked the necessary operational experience, it would require that he recruit a qualified general manager to oversee the day-to-day retail business of the dealership before it would approve the franchise transfer. Gohari submitted several names as possible general managers, but was unable to procure CATD approval before his contract with Kline expired by its terms.

B. Procedural History

Gohari, in his amended complaint in the Circuit Court, alleged that Darvish had defamed him and had tortiously interfered with his contract to purchase the Kline Arlington Toyota dealership. In his answer, Darvish asserted that his communications to CATD, solicited with Gohari's permission as part of CATD's evaluation of his dealership application, were privileged. Before trial, Gohari filed a motion in limine to preclude Darvish from asserting qualified privilege. The Circuit Court granted this motion, without further elaboration as to its reasoning.7

Gohari also filed motions in limine to preclude Darvish from introducing at trial evidence of Gohari's dishonesty or manipulation of financial statements while at Darcars, claiming that Darvish had waived any defense of truth by denying that he had said Gohari was dishonest or manipulated financial statements.8 Darvish opposed the motions, arguing that Gohari was required to prove that Darvish's alleged statements were false and that Darvish was entitled to introduce evidence to the contrary. The trial court granted Gohari's motions, again without further comment.

After a six day trial, the jury found that Darvish...

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