Md. Transp. Auth. v. Md. Transp. Auth. Police Lodge # 34 of The Fraternal Order of Police., 131

CourtCourt of Appeals of Maryland
Writing for the CourtArgued before BELL, C.J., HARRELL, BATTAGLIA, GREENE, MURPHY, ADKINS and BARBERA, JJ.
Citation21 A.3d 1098,420 Md. 141
Docket Number2010.,Sept. Term,No. 131,131
Decision Date20 June 2011

420 Md. 141
21 A.3d 1098
191 L.R.R.M. (BNA) 2316


No. 131

Sept. Term


Court of Appeals of Maryland.

June 20, 2011.

[21 A.3d 1099]

Kathleen E. Wherthey, Asst. Atty. Gen. (Douglas F. Gansler, Atty. Gen. of Maryland, Baltimore, MD), on brief, for petitioner.Michael Marshall (Herbert R. Weiner of Schlachman, Belsky & Weiner, P.C., Baltimore, MD), on brief, for respondent.Argued before BELL, C.J., HARRELL, BATTAGLIA, GREENE, MURPHY, ADKINS and BARBERA, JJ.HARRELL, J.

[420 Md. 143] In 2006, the Maryland Transportation Authority Police Lodge # 34 of the Fraternal Order of Police, Inc. (“FOP”) convinced a receptive member each of the Maryland House of Delegates and of the Senate to introduce legislation in their respective chambers authorizing collective bargaining for the FOP's members. Subsequently, the FOP and the Maryland Transportation Authority (“MdTA”) discussed the pending [420 Md. 144] legislation. In an effort to avoid a legislative showdown over the proposed legislation, the parties struck a written memorandum agreement (“the Agreement”) in which the MdTA agreed to fund a three-year, $11.46 million “personal patrol vehicle program” (“the take-home vehicle program” or “THV program”), “[p]rovided the bills [were] withdrawn, and no collective bargaining legislation covering the MdTA[ was] passed this session....” In addition, the FOP agreed not to advocate for such legislation in the following two legislative sessions. This multi-million dollar agreement was spread over a single page.

In the maiden year of the THV program, then-Governor Robert Ehrlich's administration funded the program. The incoming administration of Governor Martin O'Malley, however, declined to continue the funding. The FOP sued on theories of breach of contract and promissory estoppel, claiming in a sense that “the King has [simply and illegally] changed his mind.” It is our view that, under well-settled principles of State collective bargaining law, the agreement between the FOP and the MdTA is unenforceable.

I. Factual and Procedural Background

The February 2006 Agreement 1 was signed by the President of the FOP, Corporal John Zagraiek, and the then-Executive Secretary of the MdTA, Trent

[21 A.3d 1100]

Kittleman. At first glance, the Agreement appears somewhat aspirational, demanding that the FOP “ask the sponsors to withdraw the[ir] collective bargaining bills.” A thorough reading, however, reveals that the Agreement was results-oriented, requiring as a condition that “the bills [be] withdrawn [actually], and [that] no collective bargaining legislation covering the MdTA[be] passed this session....” 2 In exchange, the MdTA would fund the THV program as follows:

• [420 Md. 145] The [MdTA] will add funds to the FY '07 budget for the first phase of the proposed [THV] program, in [an] amount reasonably close to the $3.82 million outlined in the current proposal.

• In each of the next two fiscal years, the [MdTA] will continue to fund the three-year phase-in of the [THV] program, provided that no collective bargaining legislation covering the MdTA[ ] is passed.

Without more, the Agreement concludes that the take-home vehicle program “will be essentially the program outlined in the [N]otebook prepared by the MdTA[ ], in conformance with all laws and regulations.” The referenced Notebook was approximately 400 pages in length.

According to the FOP's complaint, “[o]n 20 April 2006, the [MdTA] Board held a meeting where the members unanimously approved the plan to implement, over a three[-]year period, a police vehicle take[-]home program for sworn [MdTA] police personnel in exchange for withdrawal of [the] bills....” The governing body of the MdTA “consists of” the Secretary of the Transportation Department as ex officio chairman and eight other members appointed by the Governor. Maryland Code (2001, 2008 Repl.Vol., 2009 Supp.), Transportation Article (“Transp.”), § 4–202(a)–(b). For its part under the Agreement, the FOP entreated successfully Delegate Steven DeBoy, Jr. and Senator John Gianetti, Jr., the bills' respective sponsors, to withdraw their collective bargaining bills. According to the FOP, thereafter, the MdTA “undertook steps to implement the [THV] program,” “includ[ing] ordering an initial 25 cars, which the MdTA successfully purchased and delivered, and marketing the [THV] program to prospective recruits as an incentive for joining the MdTA force.” The FOP noted several benefits from the adoption of the THV program, including that it would lead to an increased police street-presence. The briefs filed with this Court, the content of oral argument, and a review of the Notebook, however, make clear that the primary value of the THV program was as a non-monetary benefit for new and current officers.

[420 Md. 146] In 2006, Governor O'Malley was victorious in the gubernatorial election. A few months after his administration assumed control of the Executive Branch, a newly-configured MdTA Board voted to discontinue the MdTA take-home vehicle program. On 29 June 2007, a day after that vote, the FOP filed a complaint in the Circuit Court for Baltimore County for breach of contract and promissory estoppel.3 Over the course of the proceedings in the trial court, the FOP amended its

[21 A.3d 1101]

complaint twice, without material change impacting the issues before us now.

The MdTA filed a motion to dismiss, asserting that (1) the Agreement was unenforceable as too indefinite and (2) against public policy.4 Under the “public policy” contention, the MdTA posited that the Agreement is void as violative of (a) legislative ethics, (b) delegated powers and sovereign immunity, (c) procurement laws, and (d) collective bargaining laws. Moreover, the MdTA averred that promissory estoppel may not be maintained against a State agency, and, alternatively, the FOP neither satisfied the elements of promissory estoppel nor overcame the same barriers (i.e., indefiniteness and public [420 Md. 147] policy) that rendered the Agreement unenforceable otherwise. The FOP responded that the Agreement was clear and definite and that it did not run counter to public policy. The FOP attempted also to distinguish cases the MdTA cited for the proposition that an action for promissory estoppel may not lie against a State agency or unit. According to the FOP, reliance, in this case, was not only reasonable, but also carried consequences.

The Circuit Court agreed ultimately with the MdTA. In granting the MdTA's motion to dismiss, the Circuit Court stated that:

It is up to [Executive] Secretary Kittleman to make sure that what she's doing on behalf of the Maryland Department of Transportation is lawful and legal. And in this case, it's not even close....

It appears to be some sort of executive hubris that [“]I'm the Secretary—I can do whatever I want to do. I'm not subject to the laws of the State like everyone else in the State government....”

[I]t appears to me [that the Agreement is] completely unenforceable on the ground of sovereign immunity. It seems to me it violates the procurement laws, and the collective bargaining laws that are well established in our State.

* * *

I have to lay all the blame for you all being here today on [Executive] Secretary Kittleman and the [MdTA] Board for just doing something that involves millions of dollars without, it appears to me, ever contacting a lawyer in the Attorney General's Office to say “can we do this.”

Despite verbalizing various grounds for its ruling in favor of the MdTA, the Circuit Court issued a written order, citing more generally as grounds for its action “the reasons stated in the [MdTA's] motion and the memoranda submitted in support[420 Md. 148] thereof.” 5 The FOP appealed timely to the Court of Special Appeals.

[21 A.3d 1102]

II. The Court of Special Appeals's Decision

In a 102–page reported opinion, a panel of the Court of Special Appeals concluded ultimately that the Circuit Court erred. Md. Transp. Auth. Police Lodge # 34 of FOP, Inc. v. Md. Transp. Auth., 195 Md.App. 124, 5 A.3d 1174 (2010). The intermediate appellate court began its opinion with a review of the formation, statutory authorization, and operations of the MdTA. Md. Transp. Auth., 195 Md.App. at 134, 5 A.3d at 1179. This prefatory foray was understandable—the Court of Special Appeals grounded significant portions of its later analysis on the notion that the MdTA has been ceded by the General Assembly a unique degree of independence and power, perhaps unprecedented among State agencies. Then, the panel of the intermediate appellate court examined each of the MdTA's arguments against the enforceability of the Agreement and the sustainability of a promissory estoppel claim. Although we shall reverse the Court of Special Appeals's judgment solely on the ground of the collective bargaining laws (as explained infra), we shall summarize, for contextual purposes, the intermediate appellate court's expansive treatment of the parties' arguments and counter-arguments.

A. Indefiniteness

As it did before the Court of Special Appeals, the MdTA argues that “ ‘no action will lie upon a contract, whether written or verbal, where such a contract is vague or uncertain in its essential terms.’ ” Brief of Petitioner at 16 (quoting Robinson v. Gardiner, 196 Md. 213, 217, 76 A.2d 354, 356 (1950)). “[T]he one page memo,” which “contains no fixed [420 Md. 149] type, quantity, or price terms concerning a multi-year take-home car program,” the MdTA continues, “[is] not clear and definite enough to constitute an enforceable contract.”

The FOP maintains that the parties incorporated by reference the 400–page Notebook, which provides all of the necessary essential terms, including:

[R]esearch on [THV] programs and their implementation, the cost of losing police officers each year, research on the need for retention of police officers, a breakdown...

To continue reading

Request your trial
47 cases
  • Kantsevoy v. Lumenr LLC, Civil Action No. ELH–17–359
    • United States
    • United States District Courts. 4th Circuit. United States District Court (Maryland)
    • 13 Marzo 2018
    ...the Fraternal Order of Police, Inc. v. Maryland Transp. Auth. , 195 Md. App. 124, 215, 5 A.3d 1174, 1227 (2010), rev'd on other grounds , 420 Md. 141, 21 A.3d 1098 (2011) ; see also Suburban Hosp., Inc. v. Sampson , 807 F.Supp. 31, 33 (D. Md. 1992) (applying Maryland law and stating that "t......
  • Goldstein v. Fed. Deposit Ins. Corp., Civil Action No. ELH-11-1604
    • United States
    • United States District Courts. 4th Circuit. United States District Court (Maryland)
    • 16 Mayo 2012
    ...No. 34 of Fraternal Order of Police v. Md. Transp. Auth., 195 Md. App. 124, 215, 5 A.3d 1174, 1227 (2010), rev'd in part on other grounds, 420 Md. 141, 21 A.3d 1098 (2011); see also Pavel Enters., 342 Md. at 169, 674 A.2d at 534 ("[T]here are different ways to prove that a contractual relat......
  • Goode v. Am. Veterans, Inc., Civil No. 8:11–cv–02414.
    • United States
    • United States District Courts. 4th Circuit. United States District Court (Maryland)
    • 15 Junio 2012
    ...Order of Police, Inc. v. Maryland Transp. Auth., 195 Md.App. 124, 5 A.3d 1174, 1227 (Md.Ct.Spec.App.2010), rev'd on other grounds,420 Md. 141, 21 A.3d 1098 (2011). Under Maryland law, the elements of a claim for promissory estoppel are: (1) a clear and definite promise by the promisor; (2) ......
  • McDaniel v. Arnold, Civil Action No. ELH-10-189
    • United States
    • United States District Courts. 4th Circuit. United States District Court (Maryland)
    • 21 Agosto 2012
    ...Police Lodge No. 34 of Fraternal Order of Police v. MdTA, 195 Md. App. 124, 135, 5 A.3d 1174, 1180 (2010), rev'd in part on other grounds, 420 Md. 141, 21 A.3d 1098 (2011); see also Md. Code (2008 Repl. Vol., 2011 Supp.), §§ 4-101(h)(1), 4-204(a) of the Transportation Article ("Transp.") (g......
  • Request a trial to view additional results

VLEX uses login cookies to provide you with a better browsing experience. If you click on 'Accept' or continue browsing this site we consider that you accept our cookie policy. ACCEPT