Ramsey, Inc. v. Davis

• Decision Date: 01 September 1985
• Docket Number: No. 830,830
• Parties: RAMSEY, INC., et al v. Sally A. DAVIS, et al. ,
• Court: Court of Special Appeals of Maryland

Page 717

66 Md.App. 717

505 A.2d 899

RAMSEY, INC., et al v. Sally A. DAVIS, et al.

No. 830, Sept. Term, 1985.

Court of Special Appeals of Maryland.

March 12, 1986.

Certiorari Denied June 26, 1986.

Raymond G. Mullady, Jr. (Robert E. Powell and Smith, Somerville & Case, on brief), Baltimore, M. Bradford Moody (Larry E. Tanenbaum, Clinton R. Batterton and Akin, Gump, Strauss, Hauer & Feld, on brief), Washington, D.C., for appellants.

Sharon B. Benzil (Leonard E. Moodispaw and Blumenthal, Wayson, Downs & Offutt, P.A., on brief), Annapolis, for appellees.

Argued before BLOOM, KARWACKI and ROBERT M. BELL, JJ.

KARWACKI, Judge.

The issues in this appeal concern the effect of an order entered by the Circuit Court for Anne Arundel County with the consent of the parties following their settlement of a lawsuit. That suit had been brought by the appellees, Sally A. Davis and Pamela R. Moore, against the appellants, Ramsey, Inc. and Renault Marine Diesel, USA, Inc., as well as Penn Yan Boats, Inc. ¹ to recover damages for breach of contract, breach of warranty, and negligence. Specifically, the appellees alleged that Ramsey sold them a defective 35 foot sport fishing boat. Penn Yan, the manufacturer of the boat, had equipped the vessel with twin 210 horsepower turbocharged Renault marine diesel engines. The defendants filed cross-claims against each other for indemnity and contribution.

On the morning that trial was to begin, December 11, 1984, counsel for the parties to the litigation advised the court that they had reached a settlement. We quote from the proceedings at that time:

THE COURT: ... I understand a settlement has been reached which you wish to put on the record.

MR. MOODISPAW: Your Honor, I'll let one of the defense counsel say what they think the settlement is. I think I know it but they've been battling it out so I'll let them say it.

COURT: Alright. As long as somebody does.

(MR. SPRITZER?): Your Honor, the settlement ... I'm not sure what ... what exactly ... do you want.

MR. MOODISPAW: Well, we've agreed to a total settlement of a hundred and ten thousand dollars to be paid to the plaintiffs, forty-five thousand dollars to be paid immediately ... sixty-five thousand dollars to be paid when the boat in question is sold. If it's not sold by June 1st, 1985, the sixty-five thousand dollars becomes due and owing at that time regardless of whether the boat is sold.

COURT: Okay. Does everybody agree with all of that?

MR. BARTLETT: Yes, Your Honor.

COURT: Okay. Now, what do you want to put on between the defendants? Anything?

MR. BARTLETT: Excuse me?

COURT: Did you want to put anything on the record as between the defendants?

MR. BARTLETT: We want to dismiss all cross claims, Your Honor, and counterclaims. The counterclaim was already withdrawn or dismissed but we want to dismiss all counterclaims, as well.

COURT: Alright.

MR. MOODISPAW: Shall I prepare an order for all this?

COURT: It would be a good idea to prepare the order in the case.

Thereafter, the appellees' counsel prepared an order and submitted it to counsel for the appellants and for Penn Yan with his letter of December 13, 1984 which stated: "Enclosed please find an Order which reflects what was said before Judge Cawood on December 11, 1984. I also enclose a copy of the cover letter to him. Please contact me immediately if you wish the Order to be changed." When neither the appellants' counsel nor counsel for Penn Yan objected to the form of the order submitted, it was signed by the court on December 21, 1984. That order provided:

The parties to this matter, having appeared before this Court on December 11, 1984, and, having agreed to the terms of this Order, it is this 21st day of December, 1984, hereby ORDERED that:

1. Defendants shall pay to the Plaintiffs the sum of One Hundred Ten Thousand Dollars ($110,000.00), payable as follows:

A. Forty-five Thousand Dollars ($45,000.00) immediately and;

B. Sixty-five Thousand Dollars ($65,000.00) on the earliest of the following events: Sale of the ATOYOT, the boat which is the subject of this litigation, or June 1, 1985.

2. Court costs shall be divided evently [sic] among the parties to this case; that is, the Plaintiffs shall pay one-fourth of the Court costs and the Defendants shall each pay one-fourth.

3. All claims and counter-claims in the above captioned matter are hereby dismissed.

The order was memorialized by the clerk of the court in a docket entry of the same date which reads:

1984 Dec. 21 Order of Court filed. ORDERED that: 1. Defendants shall pay to the Plaintiffs the sum of One Hundred Ten Thousand Dollars ($110,000.00) payable as follows: A. Forty-five Thousand Dollars $45,000.00 immediately and; B. Sixty-five Thousand Dollars ($65,000.00) on the earliest of the following events; Sale of the ATOYOT, the boat which is the subject of this litigation, or June 1, 1985. 2. Court costs shall be divided evently [sic] among the parties to this case; that is, the Plaintiff shall pay one fourth. 3. All claims and counter-claims in the above captioned matter are hereby dismissed. (Copies to Messrs: Moodispaw, Bartlett, III, Mullady and Moody). ²

Thereafter, Penn Yan reneged on the settlement that had been agreed upon, and on February 11, 1985 the appellees filed a motion asking that the court hold the appellants and Penn Yan in contempt of court for their failure to obey the court's order of December 21, 1984. On February 13, 1985, the appellants opposed that motion and also filed a motion asking the court to enforce the settlement agreement entered by the parties on December 11, 1984. The appellants and the appellees supported their respective motions with affidavits.

To the appellees' motion were attached the affidavits of each appellee and one from each of the attorneys representing the appellees. The appellants' motion was accompanied by affidavits from the two attorneys for Renault, the attorney who represented Ramsey, and the attorney for Penn Yan.

A review of those affidavits reveals that the participants in the settlement in dispute all agree that under its terms: the appellees were

(1) to receive $110,000;

(2) $45,000 was to be paid immediately;

(3) all three settling defendants were to contribute to the $45,000, but the plaintiffs and their counsel were unaware of how much each was to contribute;

(4) the balance of $65,000 was to be the sole responsibility of Penn Yan, payable when the ATOYOT was sold, but no later than June 1, 1985.

The dispute centered on whether the liability of the appellants and Penn Yan for payment of the first $45,000 of the agreed settlement amount was a joint and several obligation of each of the defendants or whether each defendant was obligated only to the extent of its agreed contribution to the initial $45,000 payment. On that issue the affiants who represented the appellants and Penn Yan in these settlement negotiations swore that the agreement reached on December 11, 1984 required that Ramsey and Penn Yan were each to contribute $17,000 of the initial $45,000 payment to the appellees and that Renault would contribute the balance of $11,000. They flatly disavowed any agreement that the appellants would be jointly liable with Penn Yan on its obligation to contribute $17,000 to this initial payment, but they admitted that the issue of such joint and several liability had not been discussed with the appellees' counsel in reaching the settlement. The affidavits of the appellees' attorneys agreed that the issue of joint and several liability of the settling defendants was not discussed during settlement negotiations. They did state, however, that the appellees authorized the settlement reached with the understanding that such joint and several liability would exist. The affidavits of the appellees confirmed that understanding.

Without holding a hearing, the trial court on March 5, 1985 denied the appellees' motion for contempt, revised its order of December 21, 1984 to reflect that only Penn Yan was responsible for $65,000 of the $110,000 ordered to be paid to the appellees, and concluded that each appellant was jointly and severally liable along with Penn Yan for payment of the $45,000 due immediately to the appellees. Its order accompanying that written opinion provided:

ORDERED, that the Motion for Contempt be and it is hereby denied, and it is further

ORDERED, that the Order of December 21, 1984, be revised to read:

1. Defendants shall pay to the Plaintiffs the sum of One Hundred Ten Thousand Dollars ($110,000.00), payable as follows:

A. Forty-five Thousand Dollars ($45,000.00) immediately and;

B. Sixty-five Thousand Dollars ($65,000.00) on the earliest of the following events: Sale of the ATOYOT, the boat which is the subject of this litigation, or June 1, 1985. This is the sole obligation of Defendant Penn Yan 2. Court costs shall be divided evenly among the parties to this case; that is, the Plaintiffs shall pay one-fourth of the Court costs and the Defendants shall each pay one-fourth.

3. All claims and counter-claims in the above captioned matter are hereby dismissed, and it is further

ORDERED, that the Clerk enter up this judgment on the appropriate records.

In appealing from the order of the court of March 5, 1985, the appellants present two questions:

1. Did the trial court err when it entered judgments against Renault and Ramsey more than two months after it entered an order "Dismissing all claims and counterclaims" in the proceeding?; and

2. Did the trial court err when it failed to implement the intent of the parties by entering consent judgments against Renault and Ramsey jointly and severally for forty-five thousand dollars?

The appellees have moved to dismiss this appeal. They argue that a final judgment concluding the litigation between the parties was entered on December 21, 1984, that no appeal from that judgment was filed within 30 days as required by Rule 1012, so that the court was without...