Himes v. Anderson

• Decision Date: 29 February 2008
• Docket Number: No. 310 Sept. Term, 2007.,310 Sept. Term, 2007.
• Citation: 178 Md. App. 504,943 A.2d 30
• Parties: HIMES ASSOCIATES, LTD. v. Eric A. ANDERSON.
• Court: Court of Special Appeals of Maryland

943 A.2d 30

178 Md. App. 504

HIMES ASSOCIATES, LTD. v. Eric A. ANDERSON.

No. 310 Sept. Term, 2007.

Court of Special Appeals of Maryland.

February 29, 2008.

Devin J. Soolan, Jr. and Robert C. Gill, Baltimore, MD, for Appellant.

Daniel J. Mellin (Hillman, Brown & Darrow, PA, on the brief), Annapolis, MD, for Appellee.

Panel: HOLLANDER, SALMON and DEBORAH S. EYLER, JJ.

DEBORAH S. EYLER, Judge.

In a bench trial, the Circuit Court for Anne Arundel County ruled in favor of Eric Anderson, the appellee, in his suit against his former employer, Himes Associates, Ltd. ("Himes"), the appellant, for breach of contract and violation of the Maryland Wage Payment and Collection Law, Md.Code (1957, 1999 Repl. Vol., 2007 Cum. Supp.), sections 3-501 et seq. of the Labor and Employment Article ("LE"). The court awarded Anderson treble damages of $98,521 as well as $7,974.49 in attorneys' fees and costs.

On appeal, Himes presents five questions for review, which we have rephrased as follows:

I. Did the circuit court lack personal jurisdiction over Himes?

II. Did the circuit court err in ruling that Himes, a Virginia corporation, is subject to liability under the Maryland Wage Payment and Collection Law?

III. Did the circuit court err by assigning the burden of proof to Himes?

IV. Did the circuit court err by applying an incorrect legal standard in reviewing Himes's decision to terminate Anderson for cause?

V. Did the circuit court err in finding that the parties did not have a "bona fide dispute," under the Maryland Wage Payment and Collection Law?

For the following reasons, we shall affirm the judgment of the circuit court.

FACTS AND PROCEEDINGS

Himes is a Virginia corporation with its principal place of business in Fairfax. It also has an office in Chicago, Illinois. It is a construction management company.

Anderson was hired by Himes on April 27, 2001. That day, Himes sent a written employment agreement ("Agreement") that it had drafted to Anderson at his home in Annapolis. The Agreement stated that Anderson would be an executive project manager and potentially the Vice President of Operations of Himes's Fairfax office. Anderson executed the Agreement shortly after he received it. The Agreement addressed, among other things, the issue of severance pay upon termination of employment. It stated, in relevant part:

Severance: If your employment is terminated by Himes Associates, Ltd. for reasons other than performance or cause, you will receive a) three months notice of termination or b) salary continuation for three months from the notice date. This option will be at the sole discretion of Himes Associates, Ltd.

Himes terminated Anderson's employment on March 25, 2004. That day, Paul Himes, the company's president and founder, called Anderson into his office late in the afternoon, told him that he was being terminated immediately, and gave him a signed letter of termination. Another employee then accompanied Anderson to his desk to gather his belongings and escorted him out of the building.

On November 18, 2005, in the Circuit Court for Anne Arundel County, Anderson sued Himes for breach of contract and violation of the Maryland Wage Payment and Collection Law ("the MWPCL"). The case came on for a trial to the court on March 28, 2007. Anderson's theory of prosecution was that he was not terminated for cause or performance, and therefore was entitled to three months' severance pay under the Agreement; and that Himes had wrongfully refused to pay him that sum when there was no bona fide dispute between the parties over whether the sum was due and owing. Himes's theory of defense was that Anderson had been terminated based upon four incidents, which constituted bad performance or cause under the Agreement, and therefore was not entitled to three months' severance pay; and in any event, there was a bona fide dispute between the parties over whether that severance pay was due and owing.

Anderson testified on his own behalf and introduced numerous exhibits into evidence, including the Agreement, the termination letter, and the Himes Policy Manual. According to Anderson, Paul Himes told him on the afternoon of March 25, 2004, that he was being terminated because his position was being eliminated. This was a complete surprise to him, and he was shocked by it. Paul Himes handed him a termination letter, which stated that he would receive one week's severance pay pursuant to the Himes Policy Manual. Anderson told Paul Himes that his Agreement included a provision giving him three months' severance pay unless he was terminated for bad performance or cause. Mr. Himes responded that, if that was the case, then he would find cause for the termination. During his tenure at Himes, Anderson had not received any warnings or complaints about his job performance or conduct, however.

In response to being asked whether he remembered an incident in August of 2003 involving Karen Fields, Vice President of Business Development for Himes, Anderson testified that he only recalled the incident when it was brought up by Himes during the litigation. The incident was a single interaction he had with Fields in the Fairfax office in which he was "brusque" in talking to her but was not disrespectful and had not meant to be so. Nothing was said to him about the incident after it happened.

Anderson testified that he was assigned to several projects for Himes. The primary one was for Lockheed Martin, a Maryland corporation. Anderson was tasked with overseeing construction of a multimillion dollar Lockheed Martin building project in Virginia ("the Project"). In 2001, at Lockheed Martin's Baltimore office, Anderson had participated in presenting a proposal on behalf of Himes to manage the Project. Lockheed Martin accepted the proposal. During the course of the Project, Anderson attended meetings twice a month at Lockheed Martin's Baltimore office. The general contractor on the Project was Davis Construction Company. James Davis, Jr., was the founder, President, and CEO of that company.

The contract between Himes and Lockheed Martin for the Project had an ending date in May 2004. An extension of the contract was going to be needed for Himes to complete its oversight work. Anderson testified that he was told by Paul Himes that it was his responsibility to speak to the Lockheed Martin people and get an extension of that contract. The person Anderson dealt with at Lockheed Martin was Charlie Clampitt. He spoke to Clampitt many times about an extension of the contract and felt confident that the extension was going to be granted. The extension had not been granted by the time he was terminated, however.

Anderson testified that part of his job as the manager for the Lockheed Martin Project was to hold the general contractor's (Davis's) "feet to the fire" so the Project would be timely completed. Most of Himes's contracts to manage construction projects were with owners, as the Lockheed Martin contract was, and so it was expected that Himes's role would be to put pressure on the general contractors, on behalf of the owners.

In early 2004, Himes also had contracted with another Maryland company, Medimmune, to arrange and coordinate its relocation from five buildings to one building, all within the Gaithersburg area in Maryland. The project manager for that job was Condit McGeown. The move was to take place over three days, from Friday, March 12, through Sunday, March 14, 2004. Anderson was to cover part of the project by being present at a particular building involved in the move on the night of Friday, March 12. When he realized he could not be there, he arranged for his son John to take his place, which was acceptable to McGeown. According to Anderson, his son in fact took his place on that Friday night, as expected.

A series of e-mails between Paul Himes and Anderson, on March 30 and 31, 2004, was admitted into evidence. The correspondence began with Anderson asking to be sent a copy of Himes's Timesheet and Expense form to submit for processing. In response, Paul Himes made a proposal to Anderson to continue employment with Himes for an additional two months, until May 31, 2004, for the sole purpose of supporting Himes on the Lockheed Martin Project through the end of April, and then on a week-by-week basis, as determined by Himes, with severance "equal to one full months [sic] pay beyond that last week in which you performed services for Himes." In a follow-up email, Paul Himes said that he needed to hear from Anderson right away because he had spoken to Charlie Clampitt and "[h]e very much would like to see you continue on the [P]roject."

In Anderson's email response, he said that he needed clarification about his severance pay. Under the Agreement, he was entitled to three months' severance pay, as he had been terminated because his position was being eliminated; and he wanted Paul Himes to confirm that. Mr. Himes never confirmed that, and Anderson did not accept the proposal that he return for two months' employment and one-month severance pay.

In his testimony, Anderson explained that, in addition to the Lockheed Martin Project for which he attended meetings twice a month in Baltimore, he worked on the Batelle Memorial Institute Project in Aberdeen, Maryland.

Testifying for Himes were Paul Himes; Fields; McGeown; and Davis. Paul Himes stated that he terminated Anderson based on performance and cause. There were two performance issues. First, Anderson had not obtained an extension of Himes's Lockheed Martin contract during the period January through March, 2004, when he was supposed to accomplish that. Second, with respect to the Medimmune move, he was informed by McGeown that Anderson had arranged to have his son John cover his presence at one of the buildings during the move but his son never showed up. He also terminated Anderson for cause, based upon Anderson's August 2003 run-in with Karen Fields. Fields had told him, at the...