Allfirst Bank v. Department of Health & Mental Hygiene

HOLLANDER, Judge. The dispute in this appeal concerns the amount of attorneys’ fees awarded by the Circuit Court for Prince George’s County to Allfirst Bank (“Allfirst” or the “Bank”), 1 appellant, in connection with the default by the Caroline Center, Inc., appellee, of a secured loan made on May 6, 1997, in the amount of $350,000. At the relevant time, the Caroline Center, Inc. (the “Center,” the “Borrower,” or the “Caroline Center”), a private adult care facility, was in receivership, pursuant to proceedings initiated by the Department of Health and Mental Hygiene (“the Department”), appellee. The Bank incurred attorneys’ fees of almost $55,000 during a 15-month period when, as a secured creditor, it attempted to recover the monies owed by the Center.

Although the terms of the loan obligated the Borrower to pay the Bank’s attorneys’ fees, the court only awarded Allfirst legal fees of $25,702.85, pursuant to an Order of July 26, 2000. This appeal followed. ³⁴⁰ Allfirst presents four questions, which we have consolidated, rephrased, and re-ordered: I. Did the circuit court err or abuse its discretion in awarding partial attorneys’ fees to appellant, based on its finding that the attorneys’ fees incurred by Allfirst after the initial hearing were unnecessary?

II

Did the circuit court deny appellant due process by holding a prompt hearing on the issue of attorney’s fees, without prior notice, and without affording the Bank an opportunity to respond in writing or to present evidence in support of its claim for attorney’s fees? The Department has moved to dismiss the appeal, claiming that appellant has not appealed from a final judgment. For the reasons that follow, we shall deny the motion to dismiss, vacate the award of attorneys’ fees, and remand for further proceedings. FACTUAL BACKGROUND The Caroline Center, a Maryland corporation, is a private adult care facility that was licensed in 1984 to house and care for developmentally disabled adults.

See Md.Code (1982, 2000 Repl.Vol.), § 19-338(c)(2) of the Health-General Article (“H.G.”). It is funded by the Department’s Developmental Disabilities Administration. In 1999, the Center provided residential services to approximately 48 clients and day services to about 76 non-residential clients. Addie Houston, the Center’s Executive Director, resigned in 1994.

Shortly thereafter, the Center hired Life Action Partnership, Inc. (“LAP”), a for-profit Maryland corporation, to manage the Center. Houston was President and sole stockholder of LAP. On May 6, 1997, the Center obtained a fine of credit from the First National Bank of Maryland, evidenced by a $350,000 Demand Business Purpose Promissory Note (“the Note”) dated May 6, 1997, executed by the Center and payable to the Bank, along with a loan agreement of the same date. The loan was collateralized by a perfected first priority security ³⁴¹ interest and lien in almost all of the Center’s non-real estate assets, under a Security Agreement dated May 6, 1997.

Financing statements were also executed by the Center in favor of the Bank. Paragraph 10 of the Note is relevant here. It provides: 10. EXPENSES OF COLLECTION.

Borrower shall pay all costs and expenses incurred by Bank in collecting sums due under this Promissory Note, including without limitation the costs of any lien, judgment or other record searches, appraisals, travel expenses and the like. In addition, if this Promissory Note is referred to an attorney for collection, whether or not judgment has been confessed or suit has been filed, Borrower shall pay all of the holder’s costs, fees (including but not limited to, the holder’s attorney’s fees, charges and expenses) and all other expenses resulting from such referral. (Emphasis added). Several sections of the Security Agreement are also pertinent: I. DEFINITIONS F. Obligations.

The term “Obligations” means collectively the obligations of [Caroline Center] to pay to Bank: ... (iii) the expenses of retaking, holding, preparing for sale, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by Bank of Bank’s rights in the event of a default by Borrower or any Other Obligor, together with Bank’s attorneys’ fees, expenses of collection, and court costs. 11. GRANT OF SECURITY INTEREST A. Collateral. As security for all Obligations of Borrower to Bank, and in consideration of advances from Bank to Borrower, [Caroline Center] hereby grants and pledges to [Allfirst] a continuing security interest in all of [Caroline ³⁴² Center’s] Equipment, Inventory and Receivables, together with all the Other Property of the [Caroline Center]. * * * VI.

REMEDIES A. Specific Rights and Remedies. In addition to all other rights and remedies provided by law and the loan documents, [Allfirst], upon the occurrence of any default, may: (i) accelerate and call due the unpaid principal balance of any promissory note evidencing any of the Obligations, and all accrued interest and other sums due as of the date of default---- B. Costs of Collections. Upon the occurrence of any default, [Allfirst] shall be entitled to recover from [Caroline Center] attorneys’ fees equal to fifteen percent (15%) of the unpaid balance of the Obligations at the time of default (to the extent not prohibited by law), plus court costs and other expenses which may be incurred by Bank in the enforcement or attempted enforcement of its rights hereunder, whether against any third party, [Caroline Center], or any Other Obligor. Expenses recoverable from [Caroline Center] shall (to the extent not prohibited by law) include costs of collection including salaries, out-of-pocket travel, living expenses and the hiring of agents, consultants, accountants, or otherwise.

All sums of money thus expended, and all other monies expended by Bank to protect its interest in the Collateral (including insurance, taxes or repairs) shall be repayable by [Caroline Center] to [Allfirst] on demand, such repayment to be secured as provided above in paragraph II. (Emphasis added). The Center acknowledges that it experienced a “period of mismanagement and financial instability.” On or about May 6, 1999, LAP notified the Department that it would be unable to meet the Center’s payroll for May 21,1999, because Allfirst refused to release funds to the Center for that purpose. As a result, the Department provided the Center with funds to continue its operations. ³⁴³ After reviewing documentation submitted by the Center, the Department notified the Center and LAP on May 14, 1999, that it had reason to revoke the Center’s license due to the Center’s financial problems.

Nevertheless, the Department sought to assist the Center with its management and financial problems, so that it could continue to provide services to its clients. To that end, appellees attempted to negotiate a forbearance agreement with the Bank, without success. Instead, on May 27, 1999, the Bank demanded immediate payment of the $350,000 due and owing under the Note, which was then in default. By letter of May 28, 1999, the Bank contacted the Center regarding the default, stating that the Center “has been in default thereunder for a significant period of time.

For these reasons, [Allfirst] is immediately entitled to exercise and enforce various rights, remedies and recourse under Loan Documents and applicable law ...” Indeed, Allfirst immediately seized approximately $43,000 from the Center’s checking account. On the same date, May 28, 1999, the Department and the Center entered into a Consent Agreement, which incorporated a plan to restore financial stability to the Center. For fiscal year 2000, the Caroline Center expected to receive its first quarterly payment from the Department on July 1, 1999. Until then, pursuant to the Consent Agreement, the Department agreed to provide the Center with approximately $575,000 in operating funds, to enable it to provide services through June 30, 1999.

The Department provided the Center with financing of $558,700 on June 3,1999. Pursuant to H.G. § 19-334, the Department filed a “Petition for Appointment of Receiver” (the “Petition”) on June 2,1999, to allow the Center to continue to operate and furnish care to its disabled residential and non-residential clients in Prince George’s and Montgomery counties and on the Eastern Shore, who ranged in age from 17 to 77. In the Petition, the Department averred that the Center was insolvent, in imminent danger of closing, and that a receiver was needed for the ³⁴⁴ welfare of the Center’s clients. Further, the Department alleged that it wanted to “protect the consumers and assume the rights of all creditors,” which required “time,” due to the Center’s many problems.

In its brief, the Department explains that it filed the Petition “to protect the remaining assets of the Caroline Center, preserve monies paid by the Department to support continuing operations, and to ... resolve other issues of management and finances.” On the same day, the court appointed Maryland First Financial Services Corporation, Inc. as the receiver (the “Receiver”). On June 11, 1999, the Receiver moved to stay all actions against the Center, claiming that “a stay is necessary to permit the Receiver to identify and assess the financial obligations of the Center, develop a plan for orderly administration of the Center’s facilities, and ensure the health, safety and well-being of the clients of the Center without the distraction and expense of dealing with claims by creditors on an ad hoc basis.” The Receiver sought to avoid payment to the Bank of the monies that had been advanced to the Center by the State. On June 17, 1999, Allfirst filed a discovery motion and a “Motion For Order Directing Receiver to pay Indebtedness Pursuant to Maryland Code Health-General § 19-337(f)(l).” The Bank claimed that the statute entitled it to immediate payment, in full, of its secured debt. The court held a hearing on the motion on June 28, 1999.

Although we have not been provided with a transcript of that hearing, the parties seem to agree that the court assured appellant’s counsel that the Bank would eventually obtain payment of its debt, with interest. By order of July 9,1999, the court denied Allfirst’s motions, stating that “immediate repayment of the entire indebtedness of Caroline Center ... would place the Receivership in a precarious financial position and would place at risk the operations of the programs and the welfare of Caroline Center’s clients.” Nevertheless, the Court ruled that “the Receiver may pay to [Allfirst] on a monthly basis principal in the amount of $10,000, plus interest at the prime rate plus zero,” and authorized the Receiver to apply to the court to alter the ³⁴⁵ amount of monthly repayment to the Bank. Additionally, the court “prohibited” the “commencement or prosecution of any actions” against Caroline Center or its assets. On September 22, 1999, the Receiver filed two petitions for approval of administrative fees and expenses.

The first petition covered June 1999 and sought fees and expenses for the Receiver totaling $54,279.91, as well as payment to its legal counsel in the amount of $16,621.21. The second petition, for the period of July and August 1999, sought fees and expenses for the Receiver in the amount of $82,215.65, and attorneys’ fees for its legal counsel in the amount of $7,191.05. Pursuant to a status hearing on September 22,1999, the court approved the Receiver’s first fee petition. On October 4, 1999, Allfirst filed a 25-page objection to the Receiver’s second petition for fees and expenses, plus exhibits to support the objection, although it did not quarrel with the payment of legal fees for the Receiver’s attorneys.

Allfirst complained about “inefficiencies” and “duplication” and asserted that it would be “impossible to determine whether such fees are reasonable in many respects due to the format of the Receiver’s bills and because the fees and expenses attributable to intra-office conferences and to the Receiver’s travel are demonstrably excessive.” Moreover, Allfirst alleged that, since its inception, the receivership sustained losses of almost $48,000, despite collection by the Receiver of significant fees and payment to the Bank of only $30,000 on the Center’s debt. In its brief, Allfirst asserts that, in the first six months of the receivership, the Receiver lost approximately $61,000, almost twice the amount of loss sustained by the Center in the twelve month period prior to the receivership. On November 10, 1999, the Receiver refiled its second petition for fees and expenses. A hearing was held on January 3, 2000, at which the court approved the Receiver’s petition, and ordered payment to the Receiver of $82,215.65 for its fees and expenses, and payment of $7,191.95 for its counsel fees.

It cautioned the Receiver about the costs, however. ³⁴⁶ On March 7, 2000, the Receiver filed a “Motion for Approval of Sale of Property,” with respect to the Center’s woodworking facility in Denton. The Contract of Sale, dated January 14, 2000, provided for a sale price of $145,000. On March 16, 2000, Allfirst responded to the motion by asking the court to order payment to the Bank of the net proceeds of sale, $69,947.77, asserting that it had a first-priority duly perfected security interest and lien in the Center’s non-real estate assets under H.G. § 19 — 337(f)(1), and was entitled to payment. After a hearing, the court issued an order dated March 20, 2000, approving the sale but denying Allfirst’s request for recovery of the net proceeds of sale.

On June 1, 2000, the Department and the Receiver filed a joint petition seeking a one year extension of the receivership and a delay of the obligation to repay the Bank (“Extension Petition”). They asserted that the Center’s “financial condition continues to be one in which revenues over the course of the fiscal year are barely equal to expenditures,” and explained that the Receiver was “in the process of having the properties of Caroline Center appraised and making other preparations to apply for a loan that would retire the Allfirst debt ...” On June 8, 2000, Allfirst filed an objection to the Extension Petition, along with a request for a hearing. It opposed the requested extension on the ground that it would further deplete the assets of the Center. Relying on H.G. § 19-337(f)(1), the Bank also maintained that such a lengthy extension would be unfair.

Instead, it requested a four-month extension of the receivership, arguing that in that time All-first’s loan could be refinanced. A hearing was scheduled for Tuesday, July 25, 2000. On Monday, July 24, 2000, one day before the hearing scheduled with regard to the Extension Petition, the Receiver filed “Receiver’s Request For Approval To Pay Off Allfirst Loan and for Release of Allfirst Liens” (the “Payment Petition”). The Certificate of Service is dated July 21, 2000 and the Payment Petition apparently was received by the Bank on ³⁴⁷ that date.

The Payment Petition included a request that the Center and Allfírst pay their own attorneys’ fees. As to the attorneys’ fees, the Receiver stated: Allfírst also claims that Caroline Center is responsible for Allfirst’s attorneys [’] fees and expenses in the amount of $46,951.43. The majority of Allfirst’s fees and expenses were incurred after this Court entered its Order directing how the Receiver should make payments on Allfirst’s debt. Allfirst’s repeated and costly efforts to better its position were both distracting and wasteful.

They had the effect of causing Caroline Center to incur great expense to defend against Allfirst’s unreasonable demands and preserve the payment schedule adopted by this Court and the only payment schedule that would allow it to meet its payroll obligations through the end of its fiscal year. Under these circumstances, it would be equitable for the Receiver to request that Allfírst reimburse it for the cost of defending against these wasteful proceedings. Rather than incur the costs associated with such an undertaking, the Receiver instead requests that this Court order Allfírst to bear its own costs and fees. Counsel for the Center, the Department, and the Bank were present at the hearing on July 25, 2000, scheduled solely with regard to the Extension Petition.

During the course of the hearing, the Center’s attorney referred to the Receiver’s Payment Petition, in which the Receiver sought permission to satisfy the Center’s debt to the Bank. The following colloquy is relevant: [THE CENTER’S ATTORNEY]: We have filed, as Your Honor probably knows, three additional items yesterday that will speed this along in wrapping this up. THE COURT: And pay him off? [THE CENTER’S ATTORNEY]: Pay him off. THE COURT: How soon would that be? [THE CENTER’S ATTORNEY]: We can give him a check for principal and interest today. ³⁴⁸ THE COURT: That’s all he wants.

He’ll shut up and go home. [THE CENTER’S ATTORNEY]: That would be our fervent hope, Your Honor. The Bank’s attorney immediately asserted; however, that the Bank also sought to recover its attorneys’ fees of approximately $55,000. The Bank’s attorney stated, in relevant part: Your Honor, there are fees that are owed to the [B]ank. My attorney’s fees, which we’re entitled to collect under the documents, which they’re refusing to pay for.

That is, that the subject of one of the motions that was filed on Friday, which we have not responded to yet. We just got the motion. That’s an issue that is going to need to be determined by the Court. Allfirst continued: We have loan documentation, Your Honor, that specifically says we’re entitled to collect our costs, expenses and fees resulting from the referral of this matter to my law firm.

That’s a binding document that Caroline is obligated to abide by. The receiver has offered to pay us principal and interest, but is not willing to pay our attorney’s fees. The Center’s attorney responded that the loan document “assumes an element of reasonableness in terms of the fees,” and complained that the Bank’s work was “not productive.” An extensive discussion ensued concerning the proceedings that had transpired in the prior year. The Center’s lawyer argued, in part: Allfirst, in effect, brought about this receivership way back a year ago.

In the interim this Court, when the receiver was appointed to protect the Caroline Center from the further collection actions of the [B]ank, this Court then ordered that the [R]eceiver could pay to the [B]ank $10,000 a month plus interest. The [R]eceiver has done that and, in fact, has brought that loan down to approximately half of its original size. All of these trips to this court, Your Honor, have not changed that, have not been productive, have cost the ³⁴⁹ receivership money, and so in that sense they are unreasonable. I’m not talking about anything [appellant’s counsel] did or was it too much time or anything like that.

That’s between him and his client. What I’m saying is that it was unnecessary, it was unproductive and, in fact, it was counter productive in terms of the cost and amounts of time spent in responding to this, and that’s the basis for arguing that [appellant’s counsel] and his firm are not entitled to be paid by the Caroline Center. Allfirst countered with its reasons for participating in the proceedings in the way that it had over the course of the year. The Bank’s counsel stated, in relevant part: [initially we met with the [R]eceiver, we met with the State in an attempt to work this out before the receivership was filed....

Receivership was then filed. There was no provision for any payments to us early on in the case. There were no discussions about paying us anything until the initial hearing. Ultimately we had filed pleadings in order to obtain some sort of payment, and ultimately at that first hearing they agreed to pay us $10,000 plus interest.

That took the efforts of my firm to get involved in order to precipitate some payments. There were some fee applications that were filed, Your Honor, that we had some problems. Once again they were using our collateral to pay fees, to pay the expenses of the receivership. We had problems with those.

I think Your Honor cautioned them to keep track of what they were doing and to hold expenses down to the extent they could. Today we’re here, Your Honor, on this particular proceeding today because they moved to extend this receivership for a year. When they filed the paperwork there was no loan in place. They have obtained the loan in between.

That’s why we’re here today, because we viewed this as we could be here for another year, Your Honor. That’s why we’re here today. ³⁵⁰ In summarizing the Bank’s position, Allfirst’s attorney said: “[E]verything that we’ve done in this case, we’ve done it to protect our interests ...” Allfirst also asked the court-for “the opportunity to brief this issue,” explaining that the “pleadings [i.e., the Payment Petition] were just filed.” The court reminded Allfirst that, at the inception of the receivership, it had assured the Bank that it would eventually obtain payment. Therefore, the court ruled that it would only require the Receiver to pay attorneys’ fees to the Bank up to and including the first hearing, when the judge assured the Bank that it would, in time, recover the monies owed by the Center. The court said: I’ll tell you what I’m going to do.

Pay for the first hearing that I presided over in courtroom 203, when I made it very, very clear what the process was going to be, and I made it very clear to the [B]ank you’re going to get your money. The only question is when. That was the first hearing we had in courtroom 203. The following colloquy is also noteworthy: [BANK’S COUNSEL]: So you’re saying the fees up to that hearing is what you are saying? [THE COURT]: Absolutely.

I’m going to pay off including that hearing, to include that hearing. Further, the court said: Let me suggest something here. I think that a case could be made that the [C]enter was poorly managed to a point that someone whose funds were being used in running that had a right to get involved to preserve its assets. The mere fact that the receivership came into being suggests that things had gone awry.

So if I were in a financial institution and I had advanced funds to this entity I would be involved at that point to make sure that no further legal waste occurred and that therefore I’m going to get my money back without too much ado. I don’t have a problem with that. That’s good business. And banks have to do that in order to maintain their solvency.

I don’t have a problem with that. I am talking ³⁵¹ about the attorney’s fees that were generated after that hearing, when I assured the [BJank it will get its money. The interest is going to run. It’s just a matter of settling down the [CJenter so that it is financially sound and then the [BJank would get its money.

I’m talking about the attorney’s fees subsequent to that. I think the [BJank is justified in acting affirmatively up to that point. After that the Court has guaranteed that [BJank its money. I think you’ve over done it.

I have no problems in my thinking that you have over done it. I told you months ago you’re going to get your money. The interest was running. They’re not holding your money free and clear.

You’re being paid for the time that they are holding your money. They’re paying you interest. That’s what you’re in business for. You’re going to get your money, and I told you that ab initio, and you knew you were going to get your money.

You’re dealing with the government here. Nobody is going to deprive a bank of its money, and the [BJank knows that.... Every time we’ve had a hearing I’ve heard the same arguments that have accomplished nothing, nothing. When the Court rewards such things by paying counsel fees for all of that, that accomplishes absolutely nothing.

All it does is encourage that type of thing in the future. (Emphasis added). The court and the Bank’s attorney continued to spar with respect to the Bank’s entitlement to legal fees. [BANK’S COUNSEL]: I’m asking [that] our fees be paid in accordance with the documents. We believe we protected our rights.

We had to do this. The [B]ank does this when we have to work out situation like this. We monitor the cases, we protect our rights and do what we think— ³⁵² [THE COURT]: And run up your fees. [BANK’S COUNSEL]: We don’t run up our fees. I disagree with that comment, Your Honor. [THE COURT]: It seems that way to this Court.

Every time I had a hearing you were here. [BANK’S COUNSEL]: If I may request of the Court, what should we have done? [THE COURT]: I told you the very first time you’re going to get your money. Did I not? [BANK’S COUNSEL]: You did say that, Your Honor. Yes, you did, absolutely. [THE COURT]: Has anyone ever suggested that the interest that’s running wasn’t going to be paid? [BANK’S COUNSEL]: No, Your Honor, absolutely not. [THE COURT]: All right. So what was being accomplished?

That was the question I asked you a moment ago. [BANK’S COUNSEL]: I think what I told you was we wanted to get our l[oan] paid off as quickly as possible, and we believe our efforts led to that. We believe that’s brought the [R]eceiver to a point where it refinanced the loan. [THE COURT]: I think they’re refinancing this loan for another reason but I can’t speak for them. (Emphasis added). The Bank’s attorney again asked for an opportunity to brief the matter, noting that the Receiver’s Payoff Petition had just been filed.

The following ensued: [BANK’S COUNSEL]: I obviously oppose the entry of the order regarding payments of only principal and interest in the [B]ank and not attorney's fees. I again request that the Court give us an opportunity to brief that issue. I’d ask we do it, that the Court allows us to do it promptly, and to the extent a hearing is necessary, the Court schedule one or rule on the papers. But I’d like to have the opportunity to brief on that issue.

That’s a significant issue for my client. We’d like the opportunity to do that. ³⁵³ [THE COURT]: What is the total of the attorney’s fees we’re talking about? [BANK’S COUNSEL]: We’re talking about, Your Honor, as of last Friday $54,161.49. [THE COURT]: $54,161.49? [BANK’S COUNSEL]: Yes, Your Honor. [THE COURT]: That’s a lot of money. What else? [BANK’S COUNSEL]: In short, if there’s going to be a delay in payment of Allfirst Bank’s loan, we’d ask that the receivership be, the extension be limited to four months. [THE COURT]: If there’s going to be a delay in payment of our claim? [BANK’S COUNSEL]: A delay in payment of our claim. [THE COURT]: There was no claim, was there? [BANK’S COUNSEL]: I believe that — there’s been no decision as to how — when we’re going to be paid if there’s no determination on the attorney’s fees today. There’s been no determination. [THE COURT]: They can go ahead and pay everything they’re scheduled to pay even if I don’t grant the attorney’s fees.

They can pay the rest of it off. That’s not a problem. Then the only thing to be litigated in Annapolis would be whatever attorney fees that I think are inappropriate. You can do that, couldn’t you? [BANK’S COUNSEL]: Yes, Your Honor, yes.

But I’d ask the opportunity to be able to brief the issue of the attorney’s fees. [THE COURT]: All I’m trying to do is to keep from adding— [BANK’S COUNSEL]: I agree with that totally. [THE COURT]: I don’t want to use the term insult to injury, but that’s the first thing that comes to mind. You’re going to do this pro bono? [BANK’S COUNSEL]: I will do the brief pro bono, yes, to show this Court that we’re not trying to run up the fees. I ³⁵⁴ take issue with that comment and, you know, basically we are trying to protect the client’s interests here. [THE COURT]: I don’t think that anyone said you’re trying to run up fees. I don’t think anyone has said that.

I didn’t say that. I don’t recall the receiver saying that. So who said that? [BANK’S COUNSEL]: Well— [THE COURT]: I said in the past I think that you have cost us fees unnecessarily by coming to hearings that accomplished absolutely nothing for the [BJank and did not help protect the [BJank’s money because the [BJank’s money was already protected. It was not an— [BANK’S COUNSEL]: Would Your Honor agree at least the first hearing we needed to be there?

There was no provision on the table for paying the [B]ank. There was no provision whatsoever to deal with the [B]ank at that point. [THE COURT]: All right. First hearing justified. Now what? [BANK’S COUNSEL]: The next hearing were the attorney’s fees and — excuse me, the [Receiver’s fees.

There was an 80 some thousand dollar bill that was before the Court and we came to the Court and tried to limit the expense associated with this receivership because once again our assets, the loans — we have loans that were being utilized to pay these things. [THE COURT]: Sir, hold on now. This [C]enter was being backed up by the State, was it not? [BANK’S COUNSEL]: Yes. [THE COURT]: There was a loan from the [B]ank to the [C]enter, is that correct? [BANK’S COUNSEL]: That’s correct. [THE COURT]: These people are standing in the shoes of the State. The State is guaranteeing the existence— [BANK’S COUNSEL]: Your Honor, you have to understand at the beginning of the case, at the beginning of this case we negotiated with the State, negotiated with the ³⁵⁵ parties that be [sic] of the [C]enter and they turned on us at the outset. [THE COURT]: What do you mean by the expression they turned on you? Did they say we’re not going to pay you your money? [BANK’S COUNSEL]: No, Your Honor, they didn’t say that. [THE COURT]: All night.

Since the State is backing all of this up the [B]ank knew that it was going to get its money. The only issue was when. And in the interim, for the use of that money they’re being paid interest. [BANK’S COUNSEL]: What about the [Blank’s— [THE COURT]: And am I saying anything inaccurate? [BANK’S COUNSEL]: You’re saying nothing inaccurate. You’re absolutely 100 percent correct, but— [THE COURT]: What was accomplished by all of the fees generated by the [B]ank’s appearance at the hearings?

That’s what I’m asking. [BANK’S COUNSEL]: I’m starting with the first hearing. With the first hearing we had no idea what was going to happen. [The COURT]: I gave you the first hearing. [BANK’S COUNSEL]: ... So I came to the first hearing before Your Honor, where we asked for payments, if Your Honor remembers, and that did result in a payment being made to us. The second hearing was on the fee application.

I think it was in October when we came. I’m trying to remember— there was a third hearing that dealt with the real estate. We asked that the excess proceeds of the real estate not be used for the [C]enter, but be used to pay us down, and they’ve been escrowed until now. And this is the fourth hearing we’ve come to, Your Honor.

Now, the [R]eceiver— [THE COURT]: I don’t think anybody at all questions the first hearing. If I were the [B]ank I’d want to be there to ³⁵⁶ see what’s going on, how is this thing set up, does it look like I’m going to get my money, am I being guaranteed my money. And I think this Court made it clear at that first hearing the [BJank’s going to get its money. But the priority is going to go with preserving the Caroline Center.

Now, if I’m incorrect in any of this— [BANK’S COUNSEL]: No, Your Honor’s correct in everything you said. Your Honor, I’m not disagreeing with you on that. [THE COURT]: So I think what I am talking about is what followed that. That’s what I think I’m talking about, what followed that. [BANK’S COUNSEL]: And I reiterate for the Court that the hearings we’re talking about are, one, a hearing on a very significant fee application, which Your Honor cautioned the [RJeceiver to watch his expenses. The second was on the sale of real estate, where we went to the [R]eceiver and said pay the excess proceeds to us and he said no.

He said he wanted to hold on to it to operate the business with, but he had to use it, and there was a fight over whether the State had a lien [o]n those proceeds. And then the final hearing is today, Your Honor, where at the outset they were looking to extend the receivership for a year, and our concern, Your Honor, and I think it was a justifiable concern, was that this receivership would be extended for a year, the financing — which the process of trying to get the financing started back in November, that that process would continue for another year. We would continue to be paid at $10,000 plus interest. That was a concern we had.

(Emphasis added). Accordingly, the court approved the Receiver’s Payment Petition as to Allfírst’s loan, and ordered Allfirst to release all hens against the Caroline Center upon payment. But, the court denied, in part, appellant’s request for legal fees. Rather than awarding the Bank the requested amount of $54,161.49 in counsel fees, the court ordered payment to appellant of ³⁵⁷ $25,702.85 in attorneys’ fees, and disallowed the remaining $28,458.64 of its request.

In its Order of July 26, 2000, the court said, in relevant part: B. That, in addition, Caroline Center, Inc. shall pay to Allfirst attorneys[’] fees and costs in the amount of $25,702.85, for services and expenses in connection with the collection efforts of Allfirst Bank through the hearing held before this Court on June 28, 1999 and that all other attorneys fees and costs are disallowed; and C. That Allfirst Bank shall release all liens and security interests with respect to the indebtedness upon receipt of Caroline Center, Inc.’s payment in full of principal and interest due and attorneys[] fees and costs as set forth herein. (Emphasis added). In a separate order of the same date, the court awarded attorneys’ fees to counsel for the Receiver, totaling almost $49,000, for invoices dated between October 1999 and April 2000. We shall include additional facts in our discussion.

DISCUSSION I. Preliminarily, we address the Department’s Motion to Dismiss the appeal. The Department has moved to dismiss, claiming that the Bank has not appealed from a final judgment, because the receivership has not been concluded, nor has the circuit court certified the matter for appeal. The Department also claims that appellant may still file a proof of claim under Md. Rule 13-401(c), and is therefore not aggrieved by the trial court’s decision. 2 According to the Department, ³⁵⁸ [t]he circuit court’s order had the effect of setting the amount of attorney’s fees to be paid to Allfirst’s counsel pursuant to the payment to Allfirst of principal and interest. Although not stated by the court,- it was implicit under the Md. Rules that Allfirst could still file a proof of claim with respect to the balance of the demanded attorney’s fees.

Rule 13-401(c). The circuit court’s order should not be interpreted to bar such a claim. Further, the Department relies on Hohensee v. Minear, 253 Md. 5 , 251 A.2d 588 (1969). There, the circuit court entered an order permitting limited attorneys’ fees incurred by a trustee who conducted a foreclosure sale.

The trial court expressly noted that the allowance of the attorneys’ fees was “ ‘subject ... to any exceptions that might be noted with respect to the auditor’s report.’ ” Id. at 6 , 251 A.2d 588 (citation omitted). On appeal, the Court declined to address the issue because it was not a final and appealable order. Ordinarily, “ ‘a party may only appeal from a final judgment, that is, a judgment that settles the rights of the parties or concludes the cause.’ ” City of District Heights v. Denny, 123 Md.App. 508, 518 , 719 A.2d 998 (1998) (quoting Town of Port Deposit v. Petetit, 113 Md.App. 401, 409 , 688 A.2d 54 , cert. denied, 346 Md. 27 , 694 A.2d 950 (1997))(empha-sis added); see Philip Morris Inc. v. Angeletti, 358 Md. 689, 713 , 752 A.2d 200 (2000); Estep v. Georgetown Leather Design, Inc., 320 Md. 277, 282 , 577 A.2d 78 (1990); Shofer v. Stuart Hack Co., 107 Md.App. 585, 592 , 669 A.2d 201 (1996). Md.Code (1974, 1998 Repl.Vol., 1999 Supp.), § 12-301 of the Courts and Judicial Proceedings Article (“C.J.”).

Maryland Rule 2-602 is relevant. It states, in part: Rule 2-602. Judgments not disposing of entire action. ³⁵⁹ (a) Generally except as provided in Section (b) of this Rule, an order or other form of decision, however designated, that adjudicates fewer than all of the claims in an action (whether raised by original claim, counterclaim, cross-claim, or third party claim), or that adjudicates less than an entire claim, or that adjudicates the rights and liabilities of fewer than all parties to the action: is not a final judgment; Thus, to qualify as a “final and conclusive and thus appealable” ruling, Brock v. American Mfrs. Mut.

Ins. Co., 94 Md.App. 194, 199 , 616 A.2d 458 (1992), an order must first be “ ‘intended by the court as an unqualified, final disposition of the matter in controversy.’ ” Id. (quoting Albert W. Sisk & Son, Inc. v. Friendship Packers, Inc., 326 Md. 152, 159 , 604 A.2d 69 (1992)). Second, the court must adjudicate “ ‘all claims against all parties.’ ” Board of Liquor License Comm’rs v. Fells Point Café, Inc., 344 Md. 120, 129 , 685 A.2d 772 (1996) (citation omitted).

Third, for a judgment to be final, “ ‘the clerk must make a proper record of it in accordance with Md. Rule 2-601.’ ” Carr v. Lee, 135 Md.App. 213, 222 , 762 A.2d 142 (2000) (citation omitted), cert. denied, 363 Md. 206 , 768 A.2d 54 (2001). See Rohrbeck v. Rohrbeck, 318 Md. 28, 41 , 566 A.2d 767 (1989); B & P Enter. v. Overland Equip. Co., 133 Md.App. 583, 623 , 758 A.2d 1026 (2000). In its Order of July 26, 2000, the court awarded attorneys’ fees to the Bank, but in an amount substantially less than had been requested.

It also required appellant to release “all liens and security interests” against the Center upon the final payment of fees set forth in the Order. Even if, arguendo, the Order is an interlocutory one, that does not necessarily bar the appeal. C.J. § 12-303(3)(v) is relevant. It provides, in part: § 12-303.

Appeals from certain interlocutory orders. A party may appeal from any of the following interlocutory orders entered by a circuit court in a civil case: ³⁶⁰ (3) An order: (v) For the sale, conveyance, or delivery of real or personal property or the payment of money---- In Simmons v. Perkins, 302 Md. 232 , 486 A.2d 1192 (1985), the Court explained that “ ‘[t]he history of § 12-303 ... indicates a legislative intent to allow interlocutory appeals only from those orders for the “payment of money” which had traditionally been rendered in equity.’ ” Id. at 235, 486 A.2d 1192 (quoting Anthony Plumbing of Md., Inc. v. Attorney General, 298 Md. 11, 20 , 467 A.2d 504 (1983)). The appealability of interlocutory orders for the payment of money has been held to include an order directing an assignee for the benefit of creditors in an insolvency proceeding to pay certain monies to a corporate creditor in order to discharge certain debts. See Genn v. CIT Corp., 40 Md.App. 516 , 392 A.2d 1135 (1978).

The “payment of money” cases that are appealable on an interlocutory basis have a “common thread,” in that “each involves an order for a specific sum of money which