Weichert Co. of Maryland, Inc. v. Faust

989 A.2d 1227, 191 Md. App. 1, 30 I.E.R. Cas. (BNA) 823, 2010 Md. App. LEXIS 35
CourtCourt of Special Appeals of Maryland
DecidedMarch 1, 2010
Docket2255 and 2846, September Term, 2008
StatusPublished
Cited by16 cases

This text of 989 A.2d 1227 (Weichert Co. of Maryland, Inc. v. Faust) 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
Weichert Co. of Maryland, Inc. v. Faust, 989 A.2d 1227, 191 Md. App. 1, 30 I.E.R. Cas. (BNA) 823, 2010 Md. App. LEXIS 35 (Md. Ct. App. 2010).

Opinion

*4 MATRICCIANI, J.

These consolidated appeals arise from an employment dispute between appellant, Weichert Company of Maryland, Inc. (“Weichert”), and appellee, Dorothy Crago Faust (“Faust”). Weichert brought suit against Faust in the Circuit Court for Montgomery County, alleging breach of contract, employee piracy, breach of fiduciary duty, and unfair competition. Faust counterclaimed for breach of contract, fraud, negligent misrepresentation, and violation of the Maryland Wage Payment and Collection Law (“Maryland Wage Act”), Maryland Code (1991, 2008 Repl.Vol.), §§ 3-501 et seq. of the Labor and Employment Article. A jury found Faust liable for breach of her duty of loyalty and awarded Weichert $250,000.00 in damages. The jury also found that Weichert violated the Maryland Wage Act and awarded Faust $116,000.00. After trial, both parties petitioned for attorney’s fees and expenses under Faust’s employment agreement with Weichert. The trial court granted Faust’s petition and awarded her $946,014.50 in attorney’s fees, but denied Weichert’s petition. Weichert now seeks our review of those rulings.

QUESTION PRESENTED

Weichert presented two questions, which we have rephrased and consolidated for clarity, in light of the law and our discussion:

I. Did the court err when it granted appellee’s petition for attorney’s fees of $946,014.50 and denied appellant’s petition under the fee-shifting provision of their employment contract?

For the reasons set forth below, we shall affirm the judgment of the circuit court.

FACTS AND PROCEEDINGS

Faust was a Weichert vice-president and manager of its Bethesda, Maryland real estate brokerage office. Faust’s employment agreement (the “Agreement”) with Weichert included a “Manager’s Addendum,” which contained a non- *5 solicitation clause. The non-solicitation clause (“Paragraph 22”) comprised an introduction and eight subsections, the last of which was a mutual fee-shifting provision (the “Fee Provision”):

H. If [Weichert] brings any action(s) (including an action seeking injunctive relief) to enforce its rights hereunder and a judgment is entered in [Weichert]’s favor, then [Faust] shall reimburse [Weichert] for the amount of [Weichert]’s attorney fees incurred in pursuing and obtaining the judgment. If [Faust] prevails in such a suit, then [Weichert] shall reimburse [Faust] for the amount of [Faust]’s fees incurred in same.

Faust resigned from Weichert’s employ in 2003 and began working for the Long & Foster Companies (“Long and Foster”). Weichert devotes a significant portion of its brief to the details of Faust’s departure, most of which are not relevant to this appeal. Those that are will be supplemented by our discussion, where necessary.

What ensued was three years of litigation, culminating in a five week trial on Weichert’s claims and Faust’s counterclaims. Weichert alleged breach of contract, employee piracy, breach of fiduciary duty, and unfair competition. 1 Faust brought counterclaims for Maryland Wage Act violations, breach of contract, fraud, and negligent misrepresentation. The jury found Faust liable only for breach of her duty of loyalty and awarded Weichert $250,000.00 in damages. 2 On Faust’s counterclaims, the jury found on one count that Weichert had violated the Maryland Wage Act and awarded Faust $116,000.00 in damages.

*6 After trial, both parties petitioned for attorney’s fees and expenses under the Fee Provision of the Agreement. Faust sought attorney fees and expenses of $1,485,500.43, and Weichert sought fees and expenses totaling $2,203,037.65. The court denied Weichert’s petition but granted Faust’s petition, awarding her $946,014.50 in attorney’s fees. 3

DISCUSSION

‘ Weichert first argues that the trial court erred when it granted Faust’s — and, consequently, denied Weichert’s — petition for attorney’s fees on the common ground that Faust “prevailed” according to the terms of the Fee Provision. Weichert next argues that the trial court erred in its award because Faust did not “incur” the fees and expenses awarded, and because she breached her employment contract. Finally, Weichert argues that the court’s fee award was not reasonable and not supported by the evidence.

The Court of Appeals recently summarized the proper review of a contract providing for attorney’s fees:

Contract clauses that provide for the award of attorney’s fees generally are valid and enforceable in Maryland, subject to a trial court’s examination of the prevailing party’s fee request for reasonableness. Myers v. Kayhoe, 391 Md. 188, 207, 892 A.2d 520 (2006). The interpretation of a written contract is a question of law for the court subject to de novo review. Diamond Point v. Wells Fargo, 400 Md. 718, 751, 929 A.2d 932 (2007). Maryland applies an objective interpretation of contracts. Id. If a contract is unambiguous, the court must give effect to its plain meaning and not contemplate what the parties may have subjectively intended by certain terms at the time of formation. Id. at 751, 929 A.2d 932. A contract is ambiguous if, when read by *7 a reasonably prudent person, it is susceptible of more than one meaning. Id. In interpreting a contract provision, we look to the entire language of the agreement, not merely a portion thereof. Jones v. Hubbard, 356 Md. 513, 534-35, 740 A.2d 1004 (1999). When interpreting a contract’s terms, we consider “the customary, ordinary and accepted meaning of the language used.” Atlantic v. Ulico, 380 Md. 285, 301, 844 A.2d 460 (2003).

Nova Research, Inc. v. Penske Truck Leasing Co., L.P., 405 Md. 435, 447-48, 952 A.2d 275 (2008).

A. The Meaning of “Rights Hereunder”

Weichert argues that Faust did not “prevail” under the Fee Provision because Weichert obtained a verdict on its claim for breach of the duty of loyalty. Weichert argues that the plain meaning of the word “hereunder,” as contained in the Fee Provision, extends beyond Paragraph 22 and encompasses all rights and duties under the contract, including the duty of loyalty that Faust breached. Faust argues that the duty of loyalty is not one of the “rights hereunder” described in the Fee Provision, and that she is entitled to a fee award because she “prevailed” on the fundamental claim for breach of contract.

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Bluebook (online)
989 A.2d 1227, 191 Md. App. 1, 30 I.E.R. Cas. (BNA) 823, 2010 Md. App. LEXIS 35, Counsel Stack Legal Research, https://law.counselstack.com/opinion/weichert-co-of-maryland-inc-v-faust-mdctspecapp-2010.