Ahmad v. Eastpines Terrace Apartments, Inc.

28 A.3d 1, 200 Md. App. 362, 2011 Md. App. LEXIS 107
CourtCourt of Special Appeals of Maryland
DecidedSeptember 1, 2011
Docket1043, September Term, 2009
StatusPublished
Cited by6 cases

This text of 28 A.3d 1 (Ahmad v. Eastpines Terrace Apartments, Inc.) is published on Counsel Stack Legal Research, covering Court of Special Appeals of Maryland primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Ahmad v. Eastpines Terrace Apartments, Inc., 28 A.3d 1, 200 Md. App. 362, 2011 Md. App. LEXIS 107 (Md. Ct. App. 2011).

Opinion

WOODWARD, J.

On November 28, 2007, appellant, M. Abraham Ahmad, filed a complaint in the Circuit Court for Montgomery County against appellees, Eastpines Terrace Apartments, Inc. (“East-pines”), Metamorphosis Limited Partnership (“Metamorphosis”), and Mehahmad Enterprises, Inc. (“Mehahmad”). 1 The complaint included claims (1) against Eastpines and Metamorphosis for breach of contract for failing to reimburse appellant *364 for payments made on behalf of those corporations; (2) against Eastpines, Metamorphosis, and Mehahmad for unjust enrichment; and (3) against Metamorphosis for an accounting. 2 At the conclusion of appellant’s case, during a bench trial, the trial court granted appellees’ motion for judgment on these three claims. Appellant presents four questions on appeal, which we have combined and rephrased: 3

I. Did the trial court err in ruling that the statute of limitations barred appellant’s claim for breach of contract?
II. Did the trial court err in ruling that the statute of limitations barred appellant’s claim for unjust enrichment?
III. Did the trial court err in denying appellant an accounting?

For the reasons stated herein, we shall affirm the judgment of the circuit court.

BACKGROUND

This appeal arises from a series of business transactions between family members. Eastpines was established in 1977 with appellant’s father, Mehdi Ahmad, as the sole shareholder. Eastpines soon thereafter purchased the Eastpines Terrace Apartments complex in Riverdale, Maryland. Mehahmad, which was organized in 1978, purchased commercial property *365 located in Prince George’s County with capital from appellant’s parents. In 1984, appellant, appellant’s brother, M. Jaffar Ahmad (“Jaffar”), and appellant’s sister, Linda Man-souri, acquired an interest in Stanton Partners (“Stanton”), which owned property at 600-602 Maryland Avenue NE in the District of Columbia (the “Maryland Avenue property”). In 1986, appellant and Jaffar purchased Metamorphosis, which owned property at 1630 Florida Avenue NW, also located in the District of Columbia (the “Florida Avenue property”).

In 1989, the parties consummated a transaction commonly known as a “1031 Exchange.” 4 Under the terms of the exchange, Eastpines transferred Eastpines Terrace Apartments to a third party known as RFI Associates (“RFI”). RFI then delivered to Eastpines the deeds to Stanton’s Maryland Avenue property and Metamorphosis’s Florida Avenue property. RFI also transferred $1,150,000.00 in cash to Stanton and Metamorphosis. Eastpines also received 100% ownership in Stanton and 99% of Metamorphosis. The remaining 1% of Metamorphosis was owned by appellant. At the conclusion of the 1031 Exchange, Eastpines owned the Maryland Avenue property, the Florida Avenue property, 100% of Stanton, and 99% of Metamorphosis.

Between August 1989 and November 1995, appellant purportedly provided both direct and indirect financial support to Eastpines and Metamorphosis. Appellant thereafter stated to his father that he wanted to be reimbursed for these payments to Eastpines and Metamorphosis. After a series of discussions regarding repayment, appellant’s father signed the following document on June 25, 2000 (“the 2000 Acknowledgment”), in his individual capacity and on behalf of Eastpines, Stanton, and Metamorphosis:

The undersigned, Mehdi Ahmad, Eastpines Terrace Apts., Inc., Stanton Partners and Metamorphosis Limited *366 Partnership, hereby affirm, jointly and severally, their debt in the principal amount of One Hundred Seventy One Thousand Eight Hundred Dollars and Sixteen Cents that have been accrued since May Nineteen Hundred Ninety One in accordance with the attached schedule to [appellant] and bear an interest rate of Nine percent per annum compounded daily until paid. Moreover, the above-enumerated debtors waive any bar imposed by the Statute of Limitations for collection of the principal or the interests [sic] accrued thereon; and agree, jointly and severally, to reimburse [appellant] for cost of collection or defense of any claims arising from this document, if necessary. [Appellant] hereby is authorized to collect any monies received from refinancing, conveyance, sale or transfer of assets of Mehdi Ahmad, Eastpines Terrace Apts., Inc., Stanton Partners, Metamorphosis Limited Partnership, or rents received from these properties or purchases made from the proceeds of these properties. Additionally, Mehdi Ahmad, Eastpines Terrace Apts., Inc. Stanton Partners, and Metamorphosis Limited Partnership hereby forever release [appellant] and entities and properties that he has an interest in from all claims, demands, accounting, causes of action, damages, breach of trust or fiduciary duties from any action that [appellant] has performed for the indebted parties.

(Emphasis added).

After appellant did not receive any repayment under the 2000 Acknowledgment, he wrote a letter on September 22, 2003, to Mansouri demanding, among other things, that he receive reimbursement for his payments to Metamorphosis. Appellant attached a copy of the 2000 Acknowledgment and stated that he would file suit if the matter could not be resolved. Appellees’ counsel replied with a letter dated October 15, 2003, which stated that appellant’s claims were barred by the statute of limitations and that appellant’s father did not recall executing the 2000 Acknowledgment. Appellees’ counsel also requested that appellant provide documentary evidence of the asserted debt. Appellant replied by letter dated November 11, 2003, in which he disputed appellees’ counsel *367 argument that the bar of the statute of limitations applied to the monies due to appellant. In a letter dated December 12, 2003, appellees’ counsel repeated his request for documents to support any debt owed to appellant and restated his belief that appellant’s claim was barred. Appellant countered with a letter to appellees’ counsel dated December 18, 2003, in which he stated “that it appears to me that we cannot resolve my issues with your clients amicably and litigation is becoming inevitable.”

Approximately four years later on November 28, 2007, appellant filed a complaint in the Circuit Court for Montgomery County alleging, inter alia, that appellees breached the 2000 Acknowledgment and were unjustly enriched. Appellant also requested that Metamorphosis “fully and completely account for the funds that it has received and disbursed over the last twelve years.” 5 A four day bench trial was held from June 1 through June 4, 2009. At the close of appellant’s case, appellees made a motion for judgment under Maryland Rule 2-519.

Appellees argued, among other things, that appellant’s claim for a breach of contract was barred by the statute of limitations, because appellant did not file suit until November 2007, which was well outside the three-year limitations period for breach of contract actions.

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Cite This Page — Counsel Stack

Bluebook (online)
28 A.3d 1, 200 Md. App. 362, 2011 Md. App. LEXIS 107, Counsel Stack Legal Research, https://law.counselstack.com/opinion/ahmad-v-eastpines-terrace-apartments-inc-mdctspecapp-2011.