Ramlall v. Mobilepro Corp..

• Decision Date: 28 October 2011
• Docket Number: Sept. Term,2010.,No. 01309,01309
• Citation: Ramlall v. Mobilepro Corp.., 202 Md.App. 20, 30 A.3d 1003 (Md. App. 2011)
• Parties: Richard RAMLALLv.MOBILEPRO CORP., et al.
• Court: Court of Special Appeals of Maryland

202 Md.App. 20

30 A.3d 1003

Richard RAMLALL

v.MOBILEPRO CORP., et al.

No. 01309

Sept. Term

2010.

Court of Special Appeals of Maryland.

Oct. 28, 2011.

Stanley R. Jacobs, Stevensville, MD, for appellant.Patrick R. Buckler (Spence & Buckler, PC, on the brief), Towson, MD, for appellee.Panel: WOODWARD, WRIGHT and MATRICCIANI, JJ.MATRICCIANI, J.

On June 4, 2009 appellant, Richard Ramlall, filed a complaint against appellees, MobilePro Corp. and CloseCall America, Inc., in the Circuit Court for Montgomery County seeking damages of $144,999.99 for breach of contract. On May 18, 2010 the circuit court granted MobilePro's motion for summary judgment, and following a bench trial on July 14, 2010 the circuit court granted CloseCall's motion for judgment. Ramlall presents two questions for our review, which we have rephrased as follows:

I. Did the circuit court err in granting MobilePro's motion for summary judgment?

II. Did the circuit court err in granting CloseCall's motion for judgment?

For the reasons set forth below, we affirm the judgment of the circuit court as to MobilePro, and vacate the judgment of the circuit court as to CloseCall and remand for further proceedings consistent with this opinion.

FACTUAL AND PROCEDURAL HISTORY

The Parties

There are three parties to this case: appellant Richard Ramlall, appellee MobilePro Corp., a Delaware Corporation (“MobilePro”), and appellee CloseCall America, Inc., a Delaware corporation (“CloseCall (DE)”). Two other corporations play a role. MVCC Acquisition Corp. is a Delaware corporation (“MVCC”) and a wholly owned subsidiary of MobilePro. CloseCall America, Inc. (“CloseCall (MD)”) was a Maryland corporation and is Ramlall's former employer. MVCC and CloseCall (MD) merged in October of 2009, and the surviving corporation assumed the name CloseCall (DE) and remained a subsidiary of MobilePro.

The Billing Dispute

In 2002 CloseCall (MD) hired Ramlall to negotiate a billing dispute among CloseCall (MD), Verizon Maryland Inc., and Verizon New Jersey Inc. (collectively “Verizon”). The record does not reveal the details of the dispute, but it seems that Verizon and CloseCall (MD) entered into various arrangements under which Verizon provided telecommunication services and facilities to CloseCall (MD). At some point, Verizon began billing CloseCall (MD) for “voice services” that CloseCall (MD) claimed it had not received. Litigation between the parties followed, and CloseCall (MD) also filed a complaint against Verizon with the Maryland Public Service Commission.

Ramlall assisted CloseCall (MD) by preparing and responding to interrogatories, collecting and investigating prior bills, and advising CloseCall (MD) based on his experience as a former employee of Verizon. As a result of the billing dispute, CloseCall (MD) withheld monies from Verizon's monthly bills that accumulated to $2,209,866. Verizon sued CloseCall (MD) to recover that amount and CloseCall (MD) filed counterclaims. The two eventually negotiated a settlement whereby CloseCall (MD) would pay Verizon between $750,000 and $800,000, Verizon would waive its claims to $1,459,886 of the withheld monies, and CloseCall (MD) would waive its counterclaims and stipulate to a dismissal with prejudice of its complaint before the Public Service Commission.

Ramlall was one of the lead negotiators during this settlement process, along with former CloseCall (MD) employees Tom Mazerski and Greg Van Allen. CloseCall (MD) and Ramlall initially agreed to an hourly rate of $110 for Ramlall's compensation. At a certain point in the billing dispute, Ramlall began working more billable hours than CloseCall (MD) could afford to pay him. CloseCall (MD) advised Ramlall that it was capping his billable time at twenty hours per week and instructed him to keep track of any additional hours he worked. The parties later negotiated a contingent “bonus” fee to be divided equally by Ramlall, Mazerski, and Van Allen.

The Merger

Before Ramlall could collect his fee, CloseCall (MD) merged with MVCC and subsequently dissolved.¹ MVCC incorporated in Delaware on August 4, 2004. MVCC was a wholly owned subsidiary of MobilePro and was created for the express purpose of merging with CloseCall.² On August 31, 2004 MobilePro, MVCC, and CloseCall (MD) entered into an Agreement and Plan of Merger (“merger agreement”). The parties amended the merger agreement on September 1, 2004. Amended section 1.2 provides

Effect of the Merger; Closing. At and after the Effective Time, the Merger shall have the effects set forth in this Agreement and the applicable provisions of Delaware Law and Maryland Law. At the Effective Time all the property, rights, privileges, powers and franchises of [CloseCall (MD) ] and [MVCC] will vest in the Surviving Corporation, and all debts, liabilities and duties of [CloseCall (MD) ] and [MVCC] not paid by [CloseCall (MD) ] and [MVCC], respectively, at or before Closing will become the debts, liabilities and duties of the Surviving Corporation.The merger agreement incorporated a disclosure statement from CloseCall (MD) to MVCC. Section 2.14 of the disclosure statement reads, in relevant part:

Verizon—billing disputes. [CloseCall (MD) ] has, since approximately 2002, been involved in a billing dispute with Verizon. The Compensation Committee of CloseCall [ (MD) ] have agreed that, in the event the disputes were resolved in favor of CloseCall [ (MD) ], a bonus equal to 10% of the refund shall be paid to three CloseCall [ (MD) ] employees: Tom Mazerski, Greg Van Allen and Richard Ramlall. The obligation will remain in place after the consummation of the merger.

The effect and interpretation of section 1.2 of the merger agreement and section 2.14 of the disclosure statement will be discussed in more detail below. MVCC and CloseCall (MD) merged on October 15, 2004, after which MVCC survived as the successor corporation and CloseCall (MD) dissolved. As noted above, MVCC then changed its name to CloseCall (DE). Thus, the surviving Delaware corporation created by the merger of CloseCall (MD) into MVCC is appellee CloseCall (DE).

The Lawsuit

Neither CloseCall (DE) nor MobilePro paid Ramlall's bonus fee, which he alleged was $48,333.33.³ Ramlall filed a complaint in the Circuit Court for Montgomery County on June 4, 2009. In his amended complaint, filed on August 21, 2009, Ramlall sought treble damages of $144,999.99 under the Maryland Wage Payment and Collection Law,⁴ plus interest, attorney's fees, and costs. Ramlall argued that CloseCall (DE) is liable for his bonus fee because it is the successor corporation to the merger between CloseCall (MD) and MVCC. Ramlall argued further that MobilePro, as parent corporation of CloseCall (DE), is responsible for the debts and liabilities of CloseCall (DE).

The parties filed cross-motions for summary judgment in March of 2010. The circuit court held a motions hearing on May 18, 2010, after which it denied Ramlall's motion for summary judgment, denied CloseCall (DE)'s motion for summary judgment, and granted MobilePro's motion for summary judgment.

The circuit court conducted a bench trial on July 13, 2010. At the close of Ramlall's case, CloseCall (DE) moved for judgment, arguing, among other things, that “an objective interpretation of the purported bonus agreement reveal[ed] that Ramlall would only be paid if there was a refund, and there was no refund.” The circuit court then engaged in the following colloquy with Ramlall's trial counsel, Stanley Jacobs:

THE COURT: Why isn't 2.14 controlling as to what the basis of the claim is? Section 2.14.

MR. JACOBS: I don't think it is.

THE COURT: You don't think it is?

MR. JACOBS: No, sir.

* * *

I think you get the witness, you've got three witnesses testifying, one who is CEO and president of the company that he made a promise to him to pay him a bonus. All the details of the bonus are in. I don't think there is any question about the amount or anything like that. And you've got emails in there from the other side confirming the payment of a bonus. So I don't know that this document really is something to explain it. Thank you.

THE COURT: Well, the email that you're referring to is identified as Plaintiff's Exhibit 6, I think it's also a duplicate of another exhibit. But specifically, it's an email from Mr. Van Allen which refers again to section 2.14. And where the plaintiff is making the claim of entitlement to a bonus, and that bonus is based upon ten percent of a refund that was received by CloseCall.

I mean, I certainly understand what has been testified to here today, but plaintiff is claiming entitlement to a bonus, and the bonus is based upon a refund. There is no evidence that the refund was paid out. Accordingly, I'll grant the motion for judgment.

The circuit court entered an order granting judgment in favor of CloseCall (DE) on July 14, 2010. Ramlall timely noted an appeal to this Court on August 5, 2010.

DISCUSSION

I. Summary Judgment for MobilePro

Ramlall argues that MobilePro exercised sufficient control over CloseCall (DE) to justify piercing the corporate veil of CloseCall (DE) and holding MobilePro liable for CloseCall (DE)'s debts and obligations.⁵ MobilePro counters that it is a separate corporate entity from CloseCall (DE) and cannot be held liable for the obligations of CloseCall (DE) solely by virtue of its ownership of and control over CloseCall (DE). At the May 18 motions hearing, the circuit court held:

“[g]oing to the first issue of whether or not defendant MobilePro is an appropriate defendant, [Ramlall] has established no basis to pierce the corporate veil. There's no evidence that MobilePro was responsible for the debts of [CloseCall (DE) ], or that MobilePro entered into the agreement with plaintiff. Therefore, summary judgment is granted to defendant MobilePro Corporation.”

Standard of Review

Summary judgment is proper where the motion and response show that there is no genuine dispute as to any material fact and...