Wireless One, Inc. v. Mayor and City Council of Baltimore, 082319 MDCA, 70-2018

Docket Nº:70-2018
Opinion Judge:WATTS, J.
Party Name:WIRELESS ONE, INC. v. MAYOR AND CITY COUNCIL OF BALTIMORE, ET AL.
Judge Panel:Barbera, C.J. Greene, McDonald, Watts, Hotten, Getty, Booth, JJ. McDonald, J. Chief Judge Barbera has advised that she joins this opinion.
Case Date:August 23, 2019
Court:Court of Appeals of Maryland
 
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WIRELESS ONE, INC.

v.

MAYOR AND CITY COUNCIL OF BALTIMORE, ET AL.

No. 70-2018

Court of Appeals of Maryland

August 23, 2019

Argued: May 2, 2019

Circuit Court for Baltimore City Case No. 24-C-17-003125

Barbera, C.J. [*] Greene, McDonald, Watts, Hotten, Getty, Booth, JJ.

OPINION

WATTS, J.

This case involves an action by a former tenant of a public market in Baltimore City to recover moving and relocation expenses under Md. Code Ann., Real Prop. (1974, 2015 Repl. Vol.) ("RP") § 12-205(a) and for an alleged unconstitutional taking. Under RP § 12-205(a), "[w]henever a program or project undertaken by a displacing agency will result in the displacement of any person, the displacing agency shall make a payment to the displaced person, on proper application as approved by the displacing agency for[, ]" among other things, the "[a]ctual reasonable expenses" of moving and searching for a replacement business, and for "[a]ctual direct loss of tangible personal property as a result of moving or discontinuing a business[.]" Whether a person is entitled to moving and relocation expenses under RP § 12-205(a) depends on whether the person is a "displaced person," as defined in RP § 12-201(e). To state the obvious, if a person is not a "displaced person," as that term is statutorily defined, then the person seeking compensation is not entitled to moving and relocation expenses under RP § 12-205(a).

RP § 12-201(e) defines a "displaced person" as follows: (1) "Displaced person" means:

(i) Any person who moves from real property, or moves his [or her] personal property from real property:

1. As a direct result of a written notice of intent to acquire or the acquisition of such real property in whole or in part by a displacing agency; or

2. On which that person is a residential tenant or conducts a small business, a farm operation, or a nonprofit organization, in any case in which the head of the displacing agency determines that displacement is permanent, as a direct result of rehabilitation, demolition, or other displacing activity as the lead agency may prescribe, undertaken by a displacing agency; and

* * *

(2) "Displaced person" does not include:

(i) Except to the extent that this exclusion conflicts with federal financial participation requirements, any person who, on the open market, without threat of condemnation, sells his [or her] real property to a displacing agency;

(ii) Unlawful occupants, or anyone occupying such dwelling for the purpose of obtaining assistance under this subtitle; or

(iii) A person who leases from the displacing agency after the displacing agency takes title to the real property, or any person other than a person who was an occupant of such property at the time it was acquired who occupies the property on a rental basis for a short term or period subject to termination when the property is needed for the program or project.

In this case, Baltimore City has owned and operated the market since 1847. From 2004 to February 2017, the tenant leased space in the market; as of 2016, the tenant's lease was on a month-to-month basis. In late 2016, a rental agent for the market advised the tenant that its business did not "fit in the [redevelopment] plans" for the market and that it "should pursue other options[.]" In February 2017, the tenant vacated the market. In June 2017, the tenant sued, seeking compensation for moving and relocation expenses as a displaced person and for an alleged unconstitutional taking. The defendants filed a motion to dismiss, which the trial court granted, concluding that the former tenant did not qualify as a "displaced person" because of the exemption in RP § 12-201(e)(2)(iii). The Court of Special Appeals affirmed the trial court's judgment, agreeing that the exemption in RP § 12-201(e)(2)(iii) applies and that the former tenant was not a "displaced person." Against this backdrop, we must decide whether the former tenant is a "displaced person," as that term is defined in RP § 12-201(e)(1)(i), whether the exemption in RP § 12-201(e)(2)(iii) applies, and whether the tenant has stated a claim for an unconstitutional taking.

We hold that the former tenant is not a "displaced person," as that term is defined in RP § 12-201(e)(1)(i), because it voluntarily terminated its lease and abandoned its stall at the market before action by the defendants to terminate the lease and before any redevelopment occurred. The former tenant left its stall at the market on its own accord before any action to terminate the lease, other than the advisement that it would "not fit in the [redevelopment] plans" for the market and that it should pursue other options. Thus, the former tenant does not qualify as a "displaced person" under the plain language of RP § 12-201(e)(1)(i), and it was not entitled to moving and relocation expenses under RP § 12-205(a). In addition to concluding that the former tenant is not a "displaced person" under the plain language of RP § 12-201(e)(1)(i), we hold that the tenant is not a "displaced person" because it "lease[d] from the displacing agency after the displacing agency [took] title to the real property[.]" RP § 12-201(e)(2)(iii). Applying the plain and unambiguous language of RP § 12-201(e)(2)(iii)-that a person who leases from a displacing agency after the displacing agency takes title to the real property is not a displaced person- inescapably leads to the conclusion that the tenant is not a displaced person, as it undisputedly entered into its lease well after the displacing agency took title to the market. Although unnecessary to resort to a review of the legislative history, our holding concerning the plain language of RP § 12-201(e)(2)(iii) is fully supported by the legislative history, and the legislative history does not compel a contrary interpretation. As such, we hold that the tenant was not wrongfully denied moving and relocation expenses, and there was no unconstitutional taking. Accordingly, we affirm the Court of Special Appeals's judgment.

BACKGROUND

In 1847, the Cross Street Market ("the Market") was established in Baltimore City. At all times since 1847, the Mayor and Council of Baltimore City ("the City"), Respondent, has owned and operated the Market. In 1994, the City established the Baltimore Public Markets Corporation ("the Markets Corporation"), Respondent, to assist with the regulation, control, and maintenance of the Market and other public markets in Baltimore City. In 2004, Wireless One, Inc. ("Wireless One"), Petitioner, began leasing a stall in the Market from the City.[1] Wireless One's business consisted of leasing cell phones and related equipment, such as chargers. As of 2016, Wireless One's lease was a month-to-month lease.

On November 9, 2016, through the Markets Corporation, the City entered into a management agreement with CSM Ventures, LLC ("CSM"), a subsidiary of Caves Valley Partners ("Caves"), to operate and redevelop the Market. The management agreement authorized CSM to lease portions of the Market and terminate existing tenancies. Under the management agreement, the Markets Corporation was required to pay CSM $2 million to redevelop and operate the Market.

It is undisputed that, in late 2016, Wireless One was advised that it would not fit into the plans for the redeveloped Market, and that it should pursue other options. On December 21, 2016, on behalf of CSM and Caves, a representative sent an e-mail message to Wireless One and other Market tenants concerning the redevelopment of the Market. In the e-mail, the representative stated, in pertinent part: [O]n January 9th, most of you will receive a Letter of Intent, along with current draft space plans for the new [M]arket, for your review and consideration as prospective tenants. There are a very limited number of tenants who we know will not fit in the plans. Those tenants have been informed that they should pursue other options going forward. . . .

At the merchants['] meeting last month, Arsh Mirmiran from CSM [] promised that the current [M]arket would continue to operate until at least April 1, 2017. I would like to reiterate that and let you know that it will likely continue for a bit longer than that. Once we know an official date, we will let you all know.

***

Regardless of whether or not we are able to reach agreement for you to be part of the redeveloped [M]arket, we will work with you and the [] Markets Corporation to provide options for temporary and/or permanent relocation spaces. These spaces would be in either Lexington Market or Hollins Market, both of which are going to be refreshed, as well. The Markets Corp[oration] has confirmed that there is adequate space to accommodate all current tenants of [the] Market, should you so choose. If neither of those options is of...

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