Ali v. CIT Technology Financing Services, Inc.

HARRELL, J. We are asked here to construe and apply Maryland Code (1974, 2006 Repl.Vol.), Courts & Judicial Proceedings Article, § 5-202, 1 which provides for, upon a debtor filing a “petition in insolvency,” a tolling of the pertinent statute of limitations on the bringing of claims against the debtor for a period of time between “the filing and the dismissal” of such a petition. See Hartford Accident & Indem. Co. v. Scarlett Harbor Assocs. Ltd. P’ship, 109 Md.App. 217, 252 , 674 A.2d 106, 123 (1996) (“[T]he statute of limitations is ... ‘suspended’ by statutes, such as the ones tolling the period for ... insolvency, see C.J. § 5-202.... ”).

Dr. Ahmed M. Ali—a defaulting lessee of medical equipment from an entity related to CIT Technology Financing Services, Inc. (“CIT”)—appeals from a judgment of the Court of Special Appeals, affirming the judgment of the Circuit Court for Prince George’s County, which determined that Ali owed CIT $212,703.80, inclusive of prejudgment interest. Both the Circuit Court and the intermediate appellate court (in Ali’s subsequent appeal) held that, despite CIT’s failure to file its claim within the generally applicable three-year statute of limitations, as prescribed in Md.Code (1974, ²⁵³ 2006 RepLVol.), Courts & Judicial Proceedings Art., § 5-101, 2 the filing was timely nevertheless, as Ali’s filing of a Chapter 11 petition in bankruptcy in the United States Bankruptcy Court for the District of Maryland constituted a “petition in insolvency” within the meaning of § 5-202, which tolled the statute of limitations for a period of time sufficient to bring the filing within § 5-101’s three-year limit. Ali claims here, as he did in each court in this litigation, essentially that a federal bankruptcy petition is not a “petition in insolvency,” considering that the Maryland Legislature did not designate these terms expressly as synonymous, even as it recodified repeatedly the tolling provision over a period of time during which federal bankruptcy proceedings were proliferating nationally and in Maryland. As such, Dr. Ali claims that § 5-202 did not operate to toll the three-year limit, and thus CIT’s claim was barred by the statute of limitations.

In response, CIT argues that the Legislature’s frequent recodifications of § 5-202 during the 19th and 20th centuries—a time period during which bankruptcy and insolvency proceedings, for the most part, were shifting from the state to the federal arena—evinces a clear legislative intent to include the filing of a federal bankruptcy petition within the meaning of “petition in insolvency,” as used in § 5-202. We hold, as explained more fully infra, that the plain meaning of § 5-202, confirmed by its legislative history and legislative purpose, supports the conclusion of the Circuit Court and the Court of Special Appeals that a federal bankruptcy petition constitutes a “petition in insolvency,” as contemplated by § 5-202. Accordingly, we affirm the judgment of the Court of Special Appeals. ²⁵⁴ FACTS AND LEGAL PROCEEDINGS In a 17 June 1997 lease, CIT’s predecessor leased medical equipment to Dr. Ali (Petitioner or “Dr. Ali”) for a period of sixty months, payable in monthly payments of $3,097.49. Included in the lease was an acceleration clause, providing that, upon Petitioner’s default, CIT could declare all rental payments immediately due and could recover interest and attorneys’ fees in pursuit of the accelerated debt.

Roughly midway through the lease period, Petitioner’s medical practice suffered after he broke his hand in a car accident. Petitioner made payments under the lease, however, until April 1999, after which time no further payments were made to CIT. CIT declared Petitioner in default and demanded payment of $158,760.86, the accelerated balance due, on 10 August 2000. On 11 June 2001, Dr. Ali filed a Chapter 11 petition in bankruptcy in the United States Bankruptcy Court for the District of Maryland.

At that time, pursuant to 11 U.S.C. § 362 , an automatic stay of pursuit of CIT’s claim went into effect, meaning that CIT was barred from filing suit against Petitioner for breach of contract. At some point prior to September 2003, CIT filed a motion to be relieved of 11 U.S.C. § 362’s automatic stay, which the bankruptcy court granted on 4 September 2003. Petitioner’s bankruptcy case continued otherwise. On 21 June 2006, allegedly because Petitioner did not comply with bankruptcy procedures in completing an acceptable plan of reorganization, the bankruptcy court dismissed Petitioner’s bankruptcy case pursuant to 11 U.S.C. § 1112 (b). 3 Approximately six months after the bankruptcy case was dismissed, on 18 January 2007, CIT filed suit in the Circuit ²⁵⁵ Court for Prince George’s County to enforce its rights under the lease, and sought attorneys’ fees, prejudgment interest, post-judgment interest, and costs.

Before the Circuit Court, Respondent presented testimony that Petitioner breached the lease and established the amount of damages recoverable. Petitioner did not deny that he breached the lease; rather, he contended (and contends today) that CIT’s suit was barred by § 5-101’s three-year statute of limitations. 4 On 27 May 2008, the Circuit Court entered judgment in favor of CIT for $190,725.85 in damages and $21,977.95 in prejudgment interest. In rejecting Dr. Ali’s claim that CIT’s suit was time-barred, the Circuit Court stated: Defendant argued that Plaintiff’s Complaint and Amended Complaint are barred by a three-year statute of limitations. MD Code Ann., Courts & Jud.

Proc. § 5-101. Given the tolling of the statute of limitations by the bankruptcy filing, the Complaint was timely filed. (See MD Code Ann., Courts & Jud. Proc. § 5-202,11 U.S.C. 108(c)(1)).

Dr. Ali appealed timely to the Court of Special Appeals. The Court of Special Appeals, in a reported opinion, Ali v. CIT Tech. Fin. Servs., Inc., 188 Md.App. 269 , 981 A.2d 759 (2009), undertook a lengthy and impressive survey of the history of state insolvency laws and federal bankruptcy law.

See Ali 188 Md.App. at 277-85 , 981 A.2d at 764-68 . In affirming the judgment of the Circuit Court, the Court of Special Appeals explained: State laws that interact with federal bankruptcy law define the term insolvency and its variants for state law purposes. Those definitions include, either explicitly or implicitly, insolvency for purposes of bankruptcy under federal bankruptcy law. For example, [the Commercial Law Article] defines “insolvency proceedings” as “any assignment for the benefit of creditors or other proceedings intended to liqui ²⁵⁶ date or rehabilitate the estate of the person involved.” Bankruptcy certainly is a proceeding intended to liquidate or rehabilitate the debtor’s estate.

Additionally, [the Commercial Law Article] defines “insolvent” as “[a] person ... who either has ceased to pay his debts in the ordinary course of business or cannot pay his debts as they become due or is insolvent within the meaning of the federal bankruptcy law.” Title 15 of the Commercial Law Article addresses aspects of debt collection. Section 15-101, which addresses preferences in proceedings involving an assignment for the benefit of creditors or receiverships, uses bankruptcy terms, including insolvency and void and voidable preferences, all as defined in the bankruptcy code. If the General Assembly had intended there be no tolling provision, it would have repealed the statute. Instead, unlike almost all of Art. 47, CJP § 5-202 and its predecessors, it survived many legislative sessions and many code revisions, including code revisions in 1939, 1951, 1957, and the more recent codification of CJP.

By reenacting the statute and not changing its substance on multiple occasions, we can presume that the General Assembly intended that it remain in effect. Federal bankruptcy law has expanded to include not only traditional bankruptcy but also traditional insolvency proceedings. Moreover, and very relevant to our analysis, is that the policy behind CJP § 5-202 appears to be applicable to bankruptcies. We conclude that the General Assembly, by retaining and reenacting the statute in question, even though it repealed the State insolvency laws, intended CJP § 5-202 to include bankruptcy proceedings.

If the General Assembly did not so intend, it can amend or repeal the statute. Ali, 188 Md.App. at 285-87 , 981 A.2d at 768-69 . (internal citations and footnotes omitted). Dr. Ali filed timely a Petition for a Writ of Certiorari, which we granted, Ali v. CIT Tech., 412 Md. 255 , 987 A.2d 16 (2010), to consider “whether the lower court erred when it upheld the trial court’s decision which held that the statute of limitations ²⁵⁷ on respondent’s claim had not expired at the time the instant complaint was filed.” DISCUSSION I. Standard of Review There is no material factual dispute in this case.

The arguments before this Court center on the trial court’s legal conclusion that Petitioner’s filing of a bankruptcy petition fell under the ambit of § 5-202, thus tolling the statute of limitations. It is well settled that “where an order involves an interpretation and application of Maryland constitutional, statutory or case law, our Court must determine whether the trial court’s conclusions are ‘legally correct’ under a [non-deferential] standard of review.” Schisler v. State, 394 Md. 519, 535 , 907 A.2d 175, 184 (2006); see Wash. Suburban Sanitary Comm’n v. Phillips, 413 Md. 606, 618 , 994 A.2d 411, 418 (2010); Walter v. Gunter, 367 Md. 386, 392 , 788 A.2d 609, 612 (2002).

II

Analysis In Maryland, the general rule is that “[a] civil action at law shall be filed within three years from the date it accrues .... ” Maryland Code (1974, 2006 Repl.Vol.), Courts & Judicial Proceedings Article, § 5-101. This statute of limitations “reflects a legislative judgment of what is deemed an adequate period of time in which ‘a person of ordinary diligence’ should bring his action.” Philip Morris USA, Inc. v. Christensen, 394 Md. 227, 240 , 905 A.2d 340, 348 (2006) (quoting Walko Corp. v. Burger Chef Sys., Inc., 281 Md. 207, 215 , 378 A.2d 1100, 1104 (1977)); see Doughty v. Prettyman, 219 Md. 83, 92-93 , 148 A.2d 438, 443 (1959) (quoting Order of R.R. Telegraphers v. Ry. Express Agency, Inc., 321 U.S. 342, 349 , 64 S.Ct. 582, 586 , 88 L.Ed. 788, 792 (1944)) (“[T]he primary consideration underlying statutes of limitations is one of fairness to the defendant; that he ought not to be called on to resist a claim when ‘evidence has been lost, memories have faded, and witnesses have disappeared.’ ”); McMahan v. Dor ²⁵⁸ chester Fertilizer Co., 184 Md. 155, 159-60 , 40 A.2d 313, 315 (1944) (“Statutes of limitations ... rest upon sound public policy, for they are enacted to afford protection against stale claims after a lapse of time which ought to be sufficient for a person of ordinary diligence, and after which the defendant might be placed at a disadvantage by reason of long delay.”). Realizing, however, that a “one-size-fits-all” approach does not always serve to further the policies underlying the three-year limit, the Legislature enacted numerous exceptions to § 5-101’s three-year statute of limitations.

See, e.g., §§ 5-102 (specialties); 5-105 (assault, libel, or slander); 5-116 (breast implants). Further, the Legislature, aware that certain predicaments may arise before or during the pendency of the three-year limitations period that could prevent a plaintiff from filing his or her claim, enacted various tolling provisions that operate to “interrupt[ ] the running of a statute of limitations in certain situations____” Turner v. Right, 406 Md. 167, 181 , 957 A.2d 984, 992 (2008) (quoting Black’s Law Dictionary 1525 (8th ed.2004)); see Mason v. Bd. of Educ. of Baltimore County, 375 Md. 504, 521 , 826 A.2d 433, 443 (2003) (Eldridge, J., dissenting) (“[UJnlike a statute of limitations which principally benefits the defendant by delimiting a definite period of time, a tolling statute is enacted solely for the benefit of the plaintiff.”). One such tolling provision, § 5-202, is at issue in the present case. Before analyzing § 5-202, however, a brief consideration of the tolling provision’s connection with federal bankruptcy law is appropriate.

Pursuant to 11 U.S.C. § 362 , a [bankruptcy] petition ... operates as a stay, applicable to all entities, of—(1) the commencement or continuation ..., of a judicial, administrative, or other proceeding against the debtor that was or could have been commenced before the commencement of the case[,] ... or to recover a claim against the debtor that arose before the commencement of the case____ With no protective mechanism, however, “a petition in bankruptcy could sometimes give a debtor unfair advantage over a claimant by allowing the debtor to remain under the protec ²⁵⁹ tion of the automatic stay until the limitation period ... had expired....” In re Morton, 866 F.2d 561, 566 (2d Cir.1989); see Meyer v. Cunningham, 196 Ark. 1097 , 121 S.W.2d 90 (1938) (holding a claimant’s claim to be barred by the statute of limitations, as the statute of limitations was not tolled during the automatic stay imposed by the bankruptcy proceedings). As such, in 1978, Congress passed what is codified now as 11 U.S.C. § 108 , which states, in pertinent part: [I]f applicable nonbankruptcy law ... fixes a period for commencing or continuing a civil action in a court other than in bankruptcy court on a claim against the debtor, ... and such period has not expired before the date of the filing of the petition, then such period does not expire until the latter of—(1) the end of such period, including any suspension of such period occurring on or after the commencement of the case; or (2) 30 days after notice of the termination or expiration of the stay.... That is, “[fjederal law assured the plaintiffs 30 days in which to pick up the baton; if states want to give plaintiffs additional time, that is their business.” Pettibone Corp. v. Easley, 935 F.2d 120, 121 (7th Cir.1991). It is at this point that Md.Code (1974, 2006 RepLVol.), Courts & Judicial Proceedings Art., § 5-202 becomes relevant, as the Maryland Legislature has made it its business to give plaintiffs additional time.

Section 5-202 provides: “[i]f a debtor files a petition in insolvency which is later dismissed, the time between the filing and the dismissal is not included in determining whether a claim against the debtor is barred by the statute of limitations.” The issue before this Court is whether Dr. Ali’s (or anyone’s) federal bankruptcy petition constitutes a “petition in insolvency.” Petitioner contends that the Legislature could not have intended a federal bankruptcy petition to constitute a “petition in insolvency,” within the meaning of § 5-202, as no federal bankruptcy procedures were authorized in 1814—when the tolling provision was first enacted—and because the Legislature failed over the ensuing years to designate expressly those terms as synonymous, even as it continued to recodify the provision during times in which bankruptcy and insolvency ²⁶⁰ matters were moving increasingly from the state fora to the federal arena. Respondent, however, spins the same rationale differently, contending that the Legislature’s repeated recodification of the tolling provision, during the time when federal bankruptcy practice burgeoned, evinces its intent for the state provision to apply to federal bankruptcy petitions. Simply put, CIT claims that § 5-202 operated to toll the statute of limitations for a period of time sufficient to make CIT’s claim against Petitioner timely; if it did not, CIT’s claim was untimely. 5 In order to determine which party’s vision, if either, of § 5-202 prevails, we engage in one of “the principal functions which courts were created to perform”: resolution of disputes concerning statutory interpretation. 6 See Mangum v. Md. State Bd. of Censors, 273 Md. 176, 192 , 328 A.2d 283, 292 (1974). The ultimate goal in construing and applying a statute is to “discern the actual intent of the [Legislature in enacting it.” Chow v. State, 393 Md. 431, 443-44 , 903 A.2d 388, 395 (2006).

When the Court can ascertain the Legislature’s intent from the plain meaning of the verbiage, the Court need not delve deeper. See Uninsured Employers’ Fund v. Danner, 388 Md. 649, 659 , 882 A.2d 271, 277 (2005) (quoting Lewis v. State, 348 Md. 648, 653 , 705 A.2d 1128, 1131 (1998)) (“When the plain meaning is clear and unambiguous, and consistent with the broad purposes of the legislation and the ²⁶¹ specific purpose of the provision being interpreted, our inquiry ordinarily is at an end”). Notwithstanding the outcome of a plain-meaning analysis, however, “[i]n the interest of completeness ... we may look at the purpose of the statute and compare the result obtained by use of its plain language with that which results when the purpose of the statute is taken into account.” Kramer v. Liberty Prop. Trust, 408 Md. 1 , 19 n. 9, 968 A.2d 120 , 130 n. 9 (2009) (quoting Harris v. State, 331 Md. 137, 146 , 626 A.2d 946, 950 (1993)); see State v. Glass, 386 Md. 401, 411 , 872 A.2d 729, 735 (2005) (quoting Mayor of Baltimore v. Chase, 360 Md. 121, 131 , 756 A.2d 987, 993 (2000)) (“[W]hen the language of the statute is clear and unambiguous, ‘the resort to legislative history is a confirmatory process.... ’ ”).

We conclude that a plain-meaning analysis of § 5-202 compels, and the legislative history and purpose confirms, the conclusion that a federal bankruptcy petition is a “petition in insolvency.” A. Plain meaning of § 5-202 This is the Court’s first opportunity to construe the phrase “petition in insolvency.” This language underwent a series of cosmetic enhancements over the two centuries since the original enactment of the tolling provision. In 1814—the tolling provision’s inception—the statute provided that “the time intervening between the petitioning of any of said debtors and the time that any of said petitions may be dismissed, shall not be computed on any plea of limitation.... ” Chapter 122, § 3 of the Acts of 1814 (emphasis added). The use of the adjective “said” refers to Chapter 122, § 1 of the Acts of 1814, which provided, “[t]hat no petition for the benefit of the original act for the benefit of sundry insolvent debtors”; thus, even at its inception, the tolling provision was triggered by the filing of the functional equivalent of a “petition in insolvency.” The language underwent its first change when appearing in the Maryland Code of 1860. This codification changed the word “said” to “insolvent,” but did not change the substantive meaning of the tolling provision.

See Maryland Code of 1860, ²⁶² Art. 57, § 8. 7 In 1973, the Legislature recodified Art. 57 § 9 as § 5-202 of the Courts and Judicial Proceedings Article, where the tolling provision remains. 8 Regarding the numerous recodifications of the statute in question, [r]ecodification of statutes is presumed to be for the purpose of clarity rather than change of meaning and, thus, even a change in the phraseology of a statute by a codification will not ordinarily modify the law unless the change is so radical and material that the intention of the Legislature to modify the law appears unmistakably from the language of the code. Allen v. State, 402 Md. 59, 72 , 935 A.2d 421, 428 (2007) (quoting Md. Div. of Labor and Indus. v. Triangle Gen. Contractors, Inc., 366 Md. 407, 422 , 784 A.2d 534, 543 (2001)). We conclude that the changes to the statute have been purely cosmetic.

In seeking to apply the plain-meaning rule, “it is proper to consult a dictionary or dictionaries for a term’s ordinary and popular meaning.” Chow, 393 Md. at 445 , 903 A.2d at 396 . In choosing the dictionary or dictionaries from which to glean assistance, we “consult[ ] ... those editions (in addition to current editions) of dictionaries that were extant at the time of the pertinent legislative enactments.” 9 Harvey v. Marshall, 389 Md. 243 , 261 n. 11, 884 A.2d 1171 , 1181 n. 11 (2005); see Md. Overpak Corp. v. Mayor of Baltimore, 395 ²⁶³ Md. 16, 50 n. 20, 909 A.2d 235 , 255 n. 20 (2006). Various 19th century legal and general dictionaries defined “insolvency” or “insolvent” in the following ways: • Insolvency: “an inability to pay debts”—Johnson’s Dictionary of the English Language 124 (1st ed. 1804). • Insolvency: “[inability to pay debts”—A General Pronouncing and Explanatory Dictionary of the English Language (9th ed. 1804); A Concise Law Dictionary 210 (1876). • Insolvency: “the state of a person who has not property sufficient for the full payment of his debts”—Law Lexicon, or Dictionary of Jurisprudence 384 (2d ed. 1860). • Insolvent—Insolvency: “[a] person is said to be insolvent when he is unable to pay all his debts in full; insolvency is the condition of such a person.” A Dictionary of English