Hanrahan v. Kelly

• Decision Date: 16 May 1973
• Docket Number: No. 217,217
• Citation: 305 A.2d 151,269 Md. 21
• Parties: , 62 A.L.R.3d 1187 Edward M. HANRAHAN v. W. Boulton KELLY.
• Court: Maryland Court of Appeals

Page 21

269 Md. 21

305 A.2d 151, 62 A.L.R.3d 1187

Edward M. HANRAHAN v. W. Boulton KELLY.

No. 217.

Court of Appeals of Maryland.

May 16, 1973.

W. Giles Parker, Towson, and Peter Parker, Baltimore, for appellant.

William B. Somerville, Baltimore (Douglas G. Worrall and Smith, Somerville & Case, Baltimore, on the brief), for appellee.

Argued before MURPHY, C. J., and BARNES, McWILLIAMS, SINGLEY, SMITH, DIGGES and LEVINE, JJ.

MURPHY, Chief Judge.

Appellant Edward M. Hanrahan (Hanrahan) filed suit in the Circuit Court for Baltimore County against W. Boulton Kelly (Kelly) and the architectural firm of Tatar & Kelly, Inc. (Tatar & Kelly), seeking damages for an alleged libel. The charge of libel arose from a letter from Kelly to Hanrahan dated November 18, 1970, which read:

'MR. HANRAHAN, we are answering your preposterous letter of November 16, 1970, not to dignify but to register our disavowal of its content.

'Your letter, as you well know, is totally a fabrication, devised as an obvious attempt to extort a settlement. It follows a period of harrassment and threats based upon other apparent fabrications.

'Any actions on your part to support your scheme of extortion not only will be vigorously resisted but also will be countered by whatever proceedings may be appropriate to remedy an extreme abuse of judicial process.

Very truly yours,

/s/ _ _

For Tatar & Kelly,

W. Boulton Kelly WBC/vm

cc: Mr. N. Antonelli

Mr. R. Goldman

Mr. P. Moser

Mr. R. Maher'

The case was heard by a jury, Judge Walter M. Jenifer presiding. At the conclusion of the plaintiff's case, the court directed a verdict in favor of Tatar & Kelly. At the conclusion of the entire case, the trial judge ruled the letter libelous per se, as charging the criminal offense of extortion, and submitted the case to the jury on the issues of qualified or conditional privilege (terms used synonymously herein), malice and damages; the jury returned a verdict in favor of the remaining defendant, Kelly. Judgment was entered in favor of both defendants. Hanrahan appealed, alleging error in specified instructions to the jury and evidentiary rulings of the court. No issue, however, was raised as to the directed verdict for Tatar & Kelly, and, consequently, that matter is not before us on appeal.

At trial, evidence was adduced showing that extortion is a criminal offense in Maryland (Maryland Code (1957, 1971 Repl.Vol.) Article 27, §§ 561, 563); that the letter had been typed by Vivian Mercer, a secretary in the office of Tatar & Kelly, and possibly read by Dorothy Daniels, supervisor of the secretarial staff of Tatar & Kelly; that copies of the letter had been sent to the four persons indicated on the letter; and that copies were also sent to George McManus, Chase Soloman, and Abraham Adler.

The letter alleged to be libelous was mailed against a background of events which centered on a dispute between Hanrahan and Kelly, Seymour Tatar (Tatar), Dominic F. Antonelli (Antonelli) and Kingdon Gould, Jr. (Gould) concerning Hanrahan's asserted interest in the property known as the Park Plaza located in the Mr. Vernon Place section of Baltimore City. Hanrahan had long been connected with the Park Plaza, having handled public relations for two former owners prior to the purchase of the property, in 1966, by Park Plaza Associates, a limited partnership, in which Antonelli and Gould were general partners. Park Plaza Associates leased the property to the Park Plaza Company, a corporation in which the controlling stock was owned by Antonelli and Gould. Hanrahan had been developing promotional ideas for the Park Plaza, specifically a 'mansion market concept,' and rendered professional assistance in public relations and promotional help to the Park Plaza Company, and subsequently became its president. In the spring of 1968, Hanrahan began occupying the fifth floor 'penthouse' of the Park Plaza as his residence and office.

The Park Plaza Company was not successful in its operation and terminated its business on January 2, 1970, at which time the Park Plaza was repossessed by Park Plaza Associates for non-payment of rent.

Hanrahan continued to live in the Park Plaza and continued to develop plans for its use, which he presented to Antonelli and Gould directly and through their attorneys, Ronald L. Maher (Maher) in Baltimore and Mitchell Blankstein (Blankstein), in Washington, D. C. In February 1970, Hanrahan proposed setting up a new development company to manage the Park Plaza; a contract under which Hanrahan would receive a percentage of the rental revenues was drawn up by Maher. This contract was rejected at a meeting with Antonelli on April 16, 1970. As a result of that meeting a new agreement was drawn up, signed by Antonelli and Hanrahan, by which Hanrahan was given what appeared to be an option up to May 15, 1970 for the purchase of the Park Plaza. It was also agreed that Hanrahan would be permitted to remain as a rent-free resident of the Park Plaza until June 1, 1970. At a meeting on May 9, 1970, the option was extended in writing, to June 1, 1970 but expired on that date when not exercised by Hanrahan. ¹

Toward the end of May, Hanrahan discussed the Park Plaza with Kelly who was then Chairman of the Historical and Architectural Preservation Commission of Baltimore City. Kelly expressed an interest in the building as his architectural firm, Kelly & Tatar, was relocating its offices. Hanrahan attempted to interest Kelly in his ideas for the Park Plaza and arranged a meeting with Antonelli on June 2, 1970. Antonelli was out of town and Kelly and Hanrahan met with Blankstein.

Tatar and Kelly subsequently began negotiations with Antonelli to purchase the Park Plaza; Hanrahan was not included in Tatar's and Kelly's plans. To assist with their negotiations, Tatar and Kelly employed attorneys Robert M. Goldman (Goldman) and Peter Moser (Moser). In addition, Chase Soloman (Soloman), an accountant, officer, and director of Tatar & Kelly was directed to assist in the matter. Negotiations for the purchase of the Park Plaza commenced in the early part of July 1970, leading to a contract dated August 14, 1970, transferring the Park Plaza Associates' partnership interests to Kelly and Tatar, individually. The contract had been reviewed by Blankstein and Maher for Antonelli, and Goldman, Moser and Soloman, for Kelly and Tatar. It provided, among other things, that the Park Plaza was to be free of tenancies which Kelly and Tatar did not approve, including Hanrahan's. Hanrahan refused to move at Kelly's request; instead, he insisted that he had rights in the Park Plaza. An extended legal battle to evict Hanrahan from the premises then ensued. Hanrahan employed counsel, A. Cookman Boyd and Henry M. Decker, Jr., to represent his interest, but after brief correspondence, they withdrew from the case. Maher initiated eviction proceedings; Hanrahan employed another attorney, George F. McManus (McManus), who discussed the matter with Moser on November 5, 1970.

On November 16, 1970, Hanrahan, with some advice from McManus, sent a letter to Kelly and Tatar, reiterating his previous claims. It read:

'Dear Bo and Seymour:

'Despite the fact that I approached you, Bo, only for your official capacity to generate municipal support for my enterprise, I did later agree to let you both into my deal-as partners with me in Park Plaza ownership and development.

'Eventually, I also agreed to your representing our mutual interests in finalizing the terms and conditions of the purchase contract with Park Plaza Associates.

'Pursuant to our partnership, I did the following:

(1)-Continued to make available to you the three years of my research, analysis and groundwork that you have publicly acknowledged form the basis of this property's development potential and your involvement therewith;

(2)-Devised certain tenant operations, divisions and licensing formulae;

(3)-Produced tenants and negotiated leases-at least one of which is already developing significant property revenue-in fact: five times the square-foot yield from any former Park Plaza lease;

(4)-Carried personally the expense of continuing to occupy, repair, maintain and protect the property, and further unearth prospective tenants.

'However, you have breached the partnership trust imposed upon you-by failing so far to furnish me with:

(a)-a copy of the contract of purchase re: 2, 4, 6 West Madison, 810 and 812 N. Charles (b)-your written acknowledgement of my interest therein;

(c)-notification of settlement date therefor.

'Consequently, I now demand that you set the record straight by enabling my further active participation,-or buy out my interest at a price commensurate with its fair market value.

'In the event that you fail to comply with this demand, I shall, in addition to other remedies, in due time file a Bill under Article 73A, Section 22 for my right to an accounting to the partnership's affairs.

Very truly yours,

Edward M. Hanrahan'

Copies of this letter were sent the following day by Hanrahan to Antonelli and Maher.

Kelly turned Hanrahan's letter over to Goldman who drafted a response, which was edited by Moser, and sent to Kelly to be typed and mailed. This is the letter of November 18 upon which Hanrahan sued. Copies were sent to Antonelli, Maher, Moser and Goldman, as indicated on the original. Later in the day, copies were sent to McManus and Soloman.

The efforts to evict Hanrahan continued-unsuccessfully. Another attorney, experienced in eviction proceedings, Abraham Adler (Adler), was employed, and received, for preparation of the case, Kelly's file which included a copy of Kelly's November 18 letter. Ultimately, Hanrahan left the Park Plaza in March, 1971.

This brief synopsis of the copious evidence in the record cannot adequately capture the details of involvement of the named recipients of Kelly's letter. Suffice it to say that we have studied the lengthy record extract submitted to us, and are convinced that, by...