Kaye v. Wilson-Gaskins

• Decision Date: 28 April 2016
• Docket Number: No. 525, Sept. Term, 2015.,525, Sept. Term, 2015.
• Parties: Laurence S. KAYE v. Linda WILSON–GASKINS.
• Court: Court of Special Appeals of Maryland

227 Md.App. 660

135 A.3d 892

Laurence S. KAYE

v.Linda WILSON–GASKINS.

No. 525, Sept. Term, 2015.

Court of Special Appeals of Maryland.

April 28, 2016.

Laurence S. Kaye (Kaye Law Firm, Rockville, MD), on the brief, for Appellant.

Fred B. Goldberg (Law Offices of Fred B. Goldberg, PC, Columbia, MD), on the brief, for Appellee.

Panel: DEBORAH S. EYLER, BERGER, and REED, JJ.

BERGER, J.

Laurence Kaye (“Kaye”), appellant, an attorney, represented Linda Wilson–Gaskins (“Wilson–Gaskins”), appellee, in a wrongful termination lawsuit filed against Wilson–Gaskins's former employer, Government Employees Insurance Company (“GEICO”). Following that representation, Wilson–Gaskins filed a complaint against Kaye alleging “legal malpractice.” The Circuit Court for Montgomery County granted summary judgment in favor of Kaye and dismissed Wilson–Gaskins's complaint. Wilson–Gaskins appealed the dismissal of her claim. We affirmed the judgment of the circuit court and held that Wilson–Gaskins failed to make a prima facie case for professional negligence. We further held that a release contained in a settlement agreement between the parties was enforceable.

Thereafter, on March 17, 2015, Kaye filed a three-count complaint in the Circuit Court for Montgomery County alleging, among other things, that the filing of Wilson–Gaskins's lawsuit against Kaye constituted a breach of the parties' settlement agreement. Wilson–Gaskins filed a motion to dismiss Kaye's complaint. Following two hearings, the court dismissed the first two counts of Kaye's complaint. Kaye then voluntarily dismissed count three of his complaint.¹ This timely appeal followed.

On appeal, Kaye argues that the circuit court erred in granting Wilson–Gaskins's motion to dismiss his complaint. Specifically, Kaye presents four issues for our review,² which we consolidate and rephrase as follows:

Whether the circuit court erred in dismissing Kaye's complaint for breach of contract.³

For the reasons stated herein, we shall affirm the judgment of the Circuit Court for Montgomery County.

FACTUAL AND PROCEDURAL BACKGROUND

For thirty-six years prior to her termination, Wilson–Gaskins was a Senior Claims Examiner for GEICO. In that capacity, Wilson–Gaskins was “responsible for overseeing and handling a case from beginning to end.” She handled cases “including major bodily injury, or any case where litigation was anticipated,” and she was “responsible for processing the entire case on [her] own,” including “contacting and interviewing witnesses, evaluating medical evidence, attempting to settle cases without litigation, referring the cases to outside counsel and ensuring that counsel was properly handling the case.”

Wilson–Gaskins alleged that, on March 20, 2006, she was “constructively discharged” from her employment with GEICO, after being told that if she did not retire, she would be terminated for “gross misconduct.” Kaye, and The Kaye Law Firm, subsequently represented Wilson–Gaskins in a lawsuit for wrongful discharge in the Circuit Court for Montgomery County captioned Linda Wilson v. Government Employees Insurance Co., Case No. 279956V. On June 9, 2009, following a trial, the jury returned a verdict in favor of Wilson–Gaskins in the amount of $1,415,991. Despite her significant recovery, Wilson–Gaskins was not satisfied with Kaye's handling of the litigation.

On June 14, 2009, Wilson–Gaskins wrote Kaye a letter requesting that “the proceeds from the jury award ... be held and not be disbursed in any way, until we have reached an agreement on the total distribution to include Attorney fees, cost [sic ] and expenses.” She stated that she was “requesting this action because of [her] overall dissatisfaction with the handling of [her] case from a legal standpoint.” Specifically, Wilson–Gaskins expressed that she was dissatisfied with several aspects of Kaye's representation, including Kaye's decision to file the claim in Montgomery County instead of “the more favorable jurisdiction of Prince George[']s County”; delays in filing suit and with trial dates “as a result of [Kaye's] needs”; the “failure to allege counts of retaliation and breach of contract” until beyond the statute of limitation (resulting in dismissal of those claims); and the failure to prove, to the satisfaction of the court, counts for discrimination and wrongful termination (resulting in dismissal on the discrimination count and the court's denial of an award for punitive damages). Wilson–Gaskins asserted that, as a result of Kaye's actions, she incurred “substantial financial loss,” and requested a “substantial reduction in [his] attorney fees.”

On June 17, 2009, Kaye sent Wilson–Gaskins a letter by facsimile regarding “Disbursement of Funds/Settlement of Claims.” That letter provided, in relevant part:

In the past two days, you and I have engaged in a series of discussions regarding the disbursement of funds, settlement of your claims against GEICO, and allegations that I and The Kaye Law Firm somehow mishandled aspects of your case.

After our discussions, we arrived at a variety of agreements regarding actions to be taken. I am summarizing them below:

1. You authorize me to inform [GEICO's counsel] that you agree that there will be no appeal of any issues of the case, and you are prepared to fully settle all claims, upon the payment of the $1,415,991.00 awarded in this case.^[4]

2. Assuming the settlement of the case at this point, Kaye Law Firm will receive an additional $275,000.00 in attorney fees for its representation of you in this matter, beyond what you have already paid in attorney fees earlier in this case ($45,000.00). You understand that this fee represents a significant reduction from the fees to which we are entitled as set forth in our retainer agreement. We have agreed that this is a flat fee.

...

7. You and I have agreed that we will sign a separate agreement between yourself, The Kaye Law Firm, and myself, which will include complete releases of any and all claims, including claims for professional negligence arising out of our handling of the case.... You will act expeditiously to execute such release, and I agree not to disburse our attorney fees until that release is executed.

I believe that this letter accurately describes our discussions on the various issues set forth above. If you are in agreement with the contents of the letter, and give me your approval to proceed accordingly, please indicate this by signing your name below and sending the letter back to me by facsimile.

Wilson–Gaskins's signature appears on the letter, dated “6–7–09.”

On July 7, 2009, Wilson–Gaskins, Kaye, and The Kaye Law Firm entered into a settlement agreement. The settlement agreement contains what purported to be a release which provides in relevant part:

A. Wilson[-Gaskins] does release and forever discharge Kaye ... [his] agents, servants, employees and all other persons, firms, associations, and corporations, past and present, of and from any and all actions, claims and demands including claims or actions for contribution or indemnity of whatever nature now existing or which may hereafter arise out of the legal representation of Wilson[-Gaskins] in regard to [Case No. 279956] including any consequences thereof now existing or which may develop, whether or not such consequences are known or anticipated. Kaye does release and forever discharge Wilson[-Gaskins] from any and all actions, claims and demands including claims or actions for contribution or indemnity of whatever nature now existing or which may hereafter arise out of the legal representation of Wilson[-Gaskins] in regard to [Case No. 279956] including any consequences thereof now existing or which may develop, whether or not such consequences are known or anticipated.

...

C. Wilson[-Gaskins] further acknowledges:

(1) That she understands that before signing this General Release she was aware that she could, if she chose, consult with another lawyer of her choosing, that such consultation or representation is appropriate and that she has either consulted with an attorney of her choosing or voluntarily chosen to enter into this General Release without such independent consultation.

(2) That no additional promise or agreement has been made as consideration for this Release and that the signing thereof has not been induced by any representations of the parties released, or by anyone in their behalf, concerning the nature, extent or duration of the injuries or damages sustained, or any other matter.

...

D. In recognition of the work Kaye performed on behalf of Wilson[-Gaskins] in conjunction with [Case No. 279956], Wilson[-Gaskins] agrees that Kaye shall be entitled to an additional attorney fee in the amount of Two Hundred Seventy–Five Thousand Dollars ($275,000.00) beyond any attorney fees already paid to Kaye (which the parties agree has been approximately $45,000.00 at the inception of the case) prior to the date of the execution of this Release, and that Wilson[-Gaskins] continues to be responsible for all costs incurred in the prosecution of [Case No. 279956]. Wilson[-Gaskins] has also agreed that Kaye should be paid an additional Twenty–Five Thousand Dollars ($25,000.00) as a retainer for costs, and will pay any additional costs not covered by the retainer promptly from the moneys she has recovered as a result of her judgment in [Case No. 279956].

E. Wilson[-Gaskins] recognizes and agrees that the additional attorney fees received by Kaye represent a reduction in what Kaye would otherwise have been entitled to under the retainer agreement in effect between the parties.

F. Wilson[-Gaskins] agrees that she retained separate counsel for the purposes of advising her as to matters about taxation, and she is solely responsible for paying her tax counsel. Wilson[-Gaskins] further acknowledges that Kaye has not held himself out to be an expert in the taxation of settlements and or damages.

G. Wilson[-Gaskins] agrees that she has reviewed this Agreement and General Release, and

...