Morris & Ritchie Assocs., Inc. v. H&H Rock, LLC, 1824

CourtCourt of Special Appeals of Maryland
Docket NumberNo. 1824,1824
Decision Date30 January 2018


No. 1824


September Term, 2016
January 30, 2018

Circuit Court for Howard County
Case No. 13-C-15-106114


Graeff, Leahy, Shaw Geter, JJ.

Opinion by Graeff, J.

*This is an unreported opinion, and it may not be cited in any paper, brief, motion, or other document filed in this Court or any other Maryland Court as either precedent within the rule of stare decisis or as persuasive authority. Md. Rule 1-104.

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This appeal arises from a contract dispute between appellant, Morris & Ritchie Associates ("MRA"), and appellees, H&H Rock, LLC t/a H&H Rock Companies ("H&H Rock"), Rock Realty, Inc. ("Rock Realty") (collectively, the "Corporate Appellees"), and Mark K. Levy, principal of Rock Realty, Inc. and H&H Rock, LLC. MRA initially sued the Corporate Appellees in the Circuit Court for Howard County, alleging, inter alia, breach of contract for failure to pay for civil engineering and other services performed by MRA between 2006 and 2014 for a land development project in Howard County. MRA alleged that the Corporate Appellees failed to make payment on 51 invoices, issued between 2007 and 2014 pursuant to three written proposals. It alleged that, on February 24, 2010, the parties entered into a Letter Agreement providing that the Corporate Appellees would pay all outstanding fees by December 31, 2010, that the Corporate Appellees defaulted on this agreement, and Mr. Levy subsequently acknowledged the debt due and promised payment "to induce MRA into continuing to provide the services."

MRA filed a motion for summary judgment, which the court denied. Instead, the court granted partial summary judgment in favor of the Corporate Appellees on 46 of the 51 invoices, finding, as argued by the Corporate Appellees, that these invoices were barred by the statute of limitations and the record was devoid of evidence demonstrating that the limitations period had been tolled in any fashion. MRA filed a motion to reconsider, which the court denied.

The Corporate Appellees then tendered payment for the amount allegedly owed on the remaining five invoices. It subsequently moved for summary judgment on the ground that MRA's remaining claims were moot.

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MRA then filed a First Amended Complaint, reiterating the counts of breach of contract and unjust enrichment against the Corporate Appellees, adding two new claims of detrimental reliance/promissory estoppel and fraud, and adding Mr. Levy as a defendant on these two claims. MRA alleged that it had been harmed because of the court's partial grant of summary judgment on the 46 invoices. On October 13, 2016, the court granted summary judgment on all claims in favor of appellees.

On appeal, MRA presents the following questions for this Court's review, which we have revised slightly as follows:

1. Did the circuit court abuse its discretion or err in denying MRA's Motion for Summary Judgment and entering partial summary judgment in favor of the Corporate Appellees?

2. Did the circuit court abuse its discretion in denying MRA's Motion for Reconsideration?

3. Did the circuit court err in entering full summary judgment in favor of appellees.

For the reasons set forth below, we affirm, in part, and reverse, in part, the judgment of the circuit court.

The Contracts

MRA performed engineering and other services for appellees pursuant to three proposals accepted by Mr. Levy, a principle of H&H Rock and Rock Realty. The first contract, (Proposal One - # 15129.02), which Mr. Levy accepted on June 23, 2006,

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provided that MRA would be paid a lump sum of $127,000.00, exclusive of any out-of-pocket expenses and "[a]ny hourly work included in this proposal and extra work, which [MRA was] requested to perform," which would be billed at the hourly rates provided in the proposal.

The second contract, (Proposal Two - # 15129.03), provided for Surveying, Land Planning and Civil Engineering Services relating to a relocation of model homes for a lump sum fee of $114,100.00. Out-of-pocket expenses and "[a]ny hourly work included in this proposal and extra work, which [MRA was] requested to perform" would be billed at the hourly rates set forth in the proposal.

The third contract, (Proposal Three - # 15129.04), submitted on June 28, 2007, for Sketch Plan Services, provided for a lump sum fee of $68,500.00, exclusive of out-of-pocket expenses. "Any hourly extra work" that MRA was requested to perform would be billed at the hourly rates provided.1

Each of the proposals provided that billing would occur on a monthly basis, with payment due 30 days after invoicing. The proposals also incorporated MRA's General Provisions, which stated, in pertinent part, as follows:


Invoices will be submitted by MRA on a monthly basis as work proceeds. . . . Payments will be due and payable in full within thirty (30) days of the date of invoice, without retainage, and will not be contingent upon

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receipt of funds from third parties. In the event that the Client objects to all or any portion of any invoice, the Client shall notify MRA of the objection within fifteen (15) days from date of the invoice, given reasons for the objection, and pay that portion of the invoice not in dispute. If at any time, an invoice remains unpaid for a period in excess of thirty (30) days, a service charge of one and one half percent (1 1/2%) per month from the date of the invoice, an effective maximum rate of eighteen percent (18%) per annum, will be charged on past due accounts. If fees are not paid in full within thirty (30) days of the due date, MRA reserves the right to pursue all appropriate remedies, including stopping work and retaining all documents without recourse. In the event a lien or suit is filed or arbitration is sought to collect overdue payments under the Agreement, Client agrees to indemnify and hold harmless MRA from and against any and all reasonable fees, expenses, and costs incurred by MRA including but not limited to court costs, arbitrators and attorney's fees, and other claim-related expenses. In the event the Client fails to pay any invoice in full, MRA shall have the right to institute collection procedures. The Client shall be responsible for all costs of collection including litigation costs, reasonable attorney's fees not to exceed 30% of the amount due, and court costs.

MRA sent invoices to the attention of Mr. Levy at the address associated with H&H Rock. Each invoice identified the proposal number for which the invoice was associated.

At the time the complaint was filed, MRA alleged that two invoices submitted in 2010 for work performed pursuant to Proposal One, in the amount of $705.68, remained unpaid.2 Twenty invoices for work performed pursuant to Proposal Two, billed between 2007 and 2009, in the amount of $129,058.48, remained unpaid. With respect to Proposal Three, 29 invoices, billed between 2009 and 2014, in the amount of $208,440.38, remained unpaid. MRA completed the services associated with the Proposals in 2014.

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Proceedings Below
MRA's Complaint

On December 18, 2015, MRA filed a complaint against the Corporate Appellees, alleging breach of contract and unjust enrichment/quantum meruit. MRA alleged that, between 2006 and 2014, the Corporate Appellees engaged MRA's services for a residential land development project pursuant to three written proposals, and pursuant to the agreed terms, MRA invoiced them for the work performed. MRA alleged that, despite occasional payments of those invoices, "[a]s of February 24, 2010, a number of MRA's Invoices remained outstanding and unpaid," and "MRA refused to provide any further Services until H&H Rock Companies acknowledged and agreed to pay the outstanding debt." The complaint further alleged:

14. By letter to H&H Rock Companies dated February 24, 2010, (the "Letter Agreement"), and signed by [the Corporate Appellees'] President, Mark Levy, [the Corporate Appellees] agreed and acknowledged that they were

• In agreement with all proposals, contracts, services, and invoices provided by MRA in conjunction with the Development;

• That all outstanding charges were fair and reasonable and owed to MRA by [the Corporate Appellees];

• That all outstanding fees owed to MRA would be paid from unit sales or upon [the Corporate Appellees'] receipt of new financing, except that in any event all fees owed to MRA had to be paid off by December 31, 2010;

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• And that, in the event [the Corporate Appellees] failed to make payment as agreed, interest would accrue at the rate of 8% from the date of the letter.3

15. [The Corporate Appellees] defaulted under the terms of the Letter Agreement by failing to make payments as and when agreed.

16. Despite [the Corporate Appellees'] failure to abide by the Letter Agreement, from time to time [the Corporate Appellees] continued to seek Services from MRA, and from time to time MRA continued to provide those Services.

17. From time to time, in order to induce MRA into continuing to provide the Services for the Development, Mr. Levy would acknowledge the outstanding Invoices due and owing to MRA, and on behalf of [the Corporate Appellees] would promise to remit payment for all or part of the unpaid Invoices.

18. By way of example, and not limitation, Mr. Levy affirmed [the Corporate Appellees'] debts and promised payment of the unpaid Invoices through emails sent to MRA on or about April 19, 2013, April 22, 2013, February 12, 2014, February 25, 2014, February 27, 2014, September 26, 2014, November 12, 2014, November 21, 2014, and April 9, 2015, and through numerous oral conversations over the years.4

19. In addition, in or about 2014, in an effort to induce MRA into performing more Services, Mr. Levy promised to make payments and allow MRA to secure the balance owed by [the Corporate Appellees] by providing a third position mortgage on a 2.1 acre parcel of

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