Justia Maryland Supreme Court Opinion Summaries

Petitioner filed a breach of contract claim against its former employee claiming that the employee violated the terms of her employment agreement by breaching the duty of loyalty and by breaching a non-solicitation clause which was included in the contract. The employee filed a counterclaim alleging that petitioner withheld her bonus in violation of the Maryland Wage Payment and Collection Law, Md. Code Ann., Labor and Employment section 3-501. At issue was whether an employee who breached her duty of loyalty could seek certain of the provisions of the contract which she breached. Also at issue was whether a party could recover attorneys' fees pursuant to a contract provision that provided reimbursement of fees incurred when a third party retained and paid counsel and the party did not pay attorneys' fees, nor had any obligations to pay attorneys' fees. The court held that the employee's breach of duty of loyalty did not result in forfeiture of her rights under the fee shifting provision of the non-solicitation clause where the clause presented divisible rights and obligations from the remainder of the contract. The court also held that the employee was entitled to attorneys' fees under the fee shifting provision where she prevailed under the terms of the contract and the breach did not result in the forfeiture of her rights.

Petitioner 600 North Frederick Road, LLC, owner of one parcel of a three-parcel tract of land in Montgomery County, appealed the judgment from the Court of Special Appeals that affirmed the judgment of the circuit court. In that case, the court held that Petitionerâs predecessor in interest and the owner of one of the other parcels could modify bilaterally an earlier declaration executed and recorded by a single predecessor-owner at the time when all three parcels were under single ownership. The modification now limits Petitionerâs development rights on its later-acquired parcel, notwithstanding that two earlier declarations provided that any purported modification required the consent of the owner(s) of all three parcels. The court also ruled that the revised declaration applied not only to any third-party developer of the restricted parcel, but to Petitioner as owner of the proposed-for-development restricted parcel. Petitioner claims that because the original declaration required expressly the consent of the owner(s) of all of the parcels, an attempt to modify the agreement in a writing executed by less than all of the owners is ineffective, and the revised declaration is invalid and unenforceable. Respondent Burlington Coat Factory of Maryland, LLC, the assignee-leaseholder on one of the parcels, argued that two parties to a tripartite agreement may modify that agreement in writing, provided that the modifications do not prejudice the non-signatory party. The Supreme Court, on review of the record, held that the modifications in the revised declarations in this case were valid and enforceable absent a showing of prejudice by the non-consenting parcelâs owners. Furthermore, the Court held that the restrictions contained in the revised declaration apply not only to third-party developers of the restricted parcel, but also to Petitioner as owner. The Court affirmed the appellate courtâs decision, and remanded the case to the circuit court for further proceedings.