Andrews & Lawrence v. Mills

Andrews & Lawrence Professional Services, LLC and Galyn Manor Homeowners Association, Inc. v. David O. Mills, et ux., No. 5, September Term, 2019, Opinion by Booth, J. CONSUMER PROTECTION ACT – DEBT COLLECTION ACTIVITY BY LAWYER. In the context of debt collection activity, not all services provided by a lawyer or a law firm fall within the “professional services” exemption under the Consumer Protection Act (“CPA”), Maryland Code Commercial Law Article (“CL”), § 13-104(1). Specifically, where: (1) the lawyer’s services could be provided by any licensed debt collection agency without regard to whether the agency is affiliated with a lawyer or a law firm; or (2) where the alleged conduct by the lawyer or law firm violates the Maryland Consumer Debt Collection Act (“MCDCA”), the debt collection activities in question do not fall within the lawyers’ “professional services” exemption of the CPA, thereby escaping the reach of the Act. CONSUMER PROTECTION ACT – APPLICATION TO VICARIOUS LIABILITY CLAIMS AGAINST CLIENT FOR LAWYER’S ACTIONS.

To the extent that the CPA’s professional services exemption applies to a lawyer’s professional legal services, the plain language of the exemption does not apply to vicarious liability claims against a lawyer’s client. An expansive interpretation of the professional services exemption to cover an additional class of individuals is inconsistent with the purpose and intent of the CPA, and its remedial nature, which the General Assembly adopted to provide additional remedies not found in common law. Our decision to narrowly construe the CPA’s statutory exemption is consistent with our treatment of statutory immunities, where we have held that a principal is not immune simply because the agent is immune; the principal must establish an independent basis to receive the benefit of immunity. VICARIOUS LIABILITY – AGENCY.

Under Maryland agency law, the attorney-client relationship is a principal-agent relationship under which vicarious liability claims may be brought. Circuit Court for Frederick County Case No.: 10-C-16-000961 Argued: September 9, 2019 IN THE COURT OF APPEALS OF MARYLAND No. 5 September Term, 2019 ANDREWS & LAWRENCE PROFESSIONAL SERVICES, LLC AND GALYN MANOR HOMEOWNERS ASSOCIATION, INC. v. DAVID O. MILLS, et ux. Barbera, C.J. McDonald Watts Hotten Getty Booth Adkins, Sally D. (Senior Judge, Specially Assigned), JJ.

Opinion by Booth, J. Watts, J., concurs. Getty, J., dissents. Pursuant to Maryland Uniform Electronic Legal Materials Act (§§ 10-1601 et seq. of the State Government Article) this document Adkins, J., concurs and dissents. is authentic. Suzanne Johnson 2020-06-30 15:58-04:00 Filed: January 28, 2020 Suzanne C. Johnson, Clerk The General Assembly enacted the Consumer Protection Act (“CPA”), Commercial Law Article (“CL”) § 13-101, et seq., and the Maryland Consumer Debt Collection Act (“MCDCA”), CL § 14-201, to protect consumers from unfair or deceptive trade practices, including the collection of consumer debts.

Under state law, debt collection activities are often undertaken by law firms, as well as non-lawyer debt collection agencies that are licensed by the State Collection Licensing Board to do business as a collection agency pursuant to the Maryland Collection Agency Licensing Act (“MCALA”), Business Regulations Article (“BR”), § 7-101. The overarching purpose and intent of these remedial consumer protection and licensing statutes is to protect the public from unfair or deceptive trade practices by creditors engaged in debt collection activities. The CPA is a statutory enforcement umbrella under which a violation of MCDCA or MCALA is also a per se violation of the CPA. CL §§ 13-301(14)(iii); (xxix).

Under the CPA, the General Assembly has created a statutory exemption from its application for certain professionals when undertaking “professional services”. CL § 13- 104(1). Here, we are concerned with the exemption as it applies to professional services provided by a lawyer. In this case, we must determine the scope of the professional services exemption under the CPA when a lawyer or law firm is engaged in debt collection activities on behalf of a client.

If the lawyer’s debt collection activity is exempt under the CPA, we must also determine whether the professional services exemption also applies to vicarious liability claims brought by a third party against the client arising out of the lawyer’s conduct. This case arises out of a private cause of action brought by David and Tammy Mills against their homeowners association, Galyn Manor Homeowners Association, Inc., (“Galyn Manor”) alleging in part, violations of the CPA and MCDCA in connection with Galyn Manor’s attempt to collect delinquent homeowners association (“HOA”) assessments, fines, penalties and attorney’s fees over the course of nine years. Galyn Manor retained the law firm of Andrews & Lawrence Professional Services, LLC (“Andrews”) to undertake debt collection activities for delinquent HOA assessment accounts. Andrews, on behalf of Galyn Manor, employed a variety of means to collect the debts allegedly owed by the Millses, including obtaining two judgments, four liens, an injunction, and garnishment of the Millses’ bank account.

The Millses alleged that although they made payments, and attempted to settle their account, Andrews’s collection practices left them in a never-ending debt spiral. In 2016, the Millses filed suit against Galyn Manor challenging its debt collection practices under the CPA and MCDCA. Galyn Manor filed a third-party complaint against Andrews for indemnification. After the circuit court entered judgment as a matter of law against the Millses on their CPA and MCDCA claims, the Millses appealed.

The Court of Special Appeals reversed the circuit court on these counts. We granted a writ of certiorari to determine whether a client can be vicariously liable under the CPA for deceptive trade practices undertaken by its attorney when the attorney is engaged in debt collection activities on its behalf. To answer this question, it is also necessary to determine whether, consistent with our holding in Scull v. Groover, Christie & Merritt, PC, 435 Md. 112 (2013), all activities 2 or services undertaken by a lawyer or a law firm when collecting consumer debts fall within the professional services exemption under CL § 13-104(1). For the reasons set forth herein, we hold that when a lawyer is engaged in debt collection activities, not all of the lawyer’s services fall within the “professional services” exemption of the CPA.

Specifically, we hold that where the lawyer is engaged in debt collection activities that could be performed by any licensed debt collection agency not affiliated with a lawyer or a law firm, or where the lawyer’s conduct would be prohibited by the Maryland Consumer Debt Collection Act, such conduct or services are not “professional services” for which the CPA exemption applies. We further hold that where the professional services exemption does, in fact, apply to the lawyers’ “professional services,” the statutory exemption does not flow to the client. Accordingly, we affirm the judgment of the Court of Special Appeals. I. BACKGROUND In 2004, Mr. and Mrs. Mills purchased a home in the Galyn Manor subdivision, in Frederick County.

Galyn Manor is a residential community that is subject to the Maryland Homeowners Association Act, which is codified at Maryland Code, Real Property Article (“RP”) § 11B-101, et seq. Under the Maryland Homeowners Association Act, lots within the community are subject to a declaration, which is enforceable by the governing body of the association, as well as other governing documents such as its bylaws, and rules and regulations promulgated and adopted in accordance with the declaration and other governing documents. 3 Like many homeowners associations, the Galyn Manor declaration and bylaws require members to comply with certain rules and restrictions, and to pay annual assessments, which are due in quarterly installments. To collect delinquent HOA assessments, the Maryland Homeowners Association Act and the Galyn Manor declaration give the HOA the right to impose a lien on a lot for the unpaid assessment under the Maryland Contract Lien Act (“MCLA”). RP § 11B-117(b).

The HOA, through its Board of Directors, may also initiate collection proceedings and obtain a judgment against a homeowner for delinquent assessments. Under the declaration, delinquent assessments accrue interest and late fees, and the HOA may also recover its attorney’s fees and costs when undertaking collection efforts to collect unpaid assessments. The Galyn Manor governing documents also authorize the HOA to fine members who violate certain sections of the declaration and bylaws. Specifically, under the declaration, the Board has the authority to adopt and publish rules and regulations and to establish monetary fines for certain infractions.

Prior to the imposition of a fine, the Board is required to send written notice to the owner specifying the nature of the infraction and to provide the owner with an opportunity for a hearing before the Board regarding the infraction and any penalty to be imposed. 2007 Fines for Parking Work Truck in Violation of Covenants In February 2007, Galyn Manor’s former management company, Chambers Management, Inc. (“Chambers”), discovered that the Millses regularly parked a work truck in their driveway. Chambers notified the Millses that this conduct constituted a violation of the declaration. The Millses were given 30 days to correct the violation. Chambers then 4 proceeded to send letters to the Millses advising them that Galyn Manor was imposing a fine against them in the amount of $50 for each day that the commercial vehicle was parked on their property.

By the end of 2007, the fines for the alleged violations associated with the unlawful parking of the commercial vehicle accumulated to $645. In October 2007, Chambers sent another letter to the Millses, informing them of the amount they owed. The letter stated that it was a “final notice,” that the Millses had until November 26 to pay, and that the letter served as “an attempt to collect a debt[.]” Collection Efforts by Andrews & Lawrence In January 2008, Galyn Manor retained Andrews to provide legal services and to collect overdue assessments on behalf of the Association. Andrews is licensed as a debt collection agency with the Maryland Collection Agency Licensing Board,1 and the Millses’ account was turned over to Andrews for debt collection.

Between January 2008 and May 2015, Andrews attempted to collect dozens of fines, fees, costs, and assessments against the Millses. Andrews’s collection activity included sending letters to the Millses, all of which are unsigned and identify, as their sender, “Andrews Law Group, LLC” or “Andrews & Lawrence Law Group, LLC,” rather than any specific individual. Andrews enclosed with most of these letters a document titled “Andrews & Lawrence Law Group, LLC Statement of Account,” reflecting that the firm itself maintained the operative account of the Millses’ asserted debt. Beginning in June 1 The record reflects that Andrews’s debt collection activities required licensure with the Maryland Collection Agency Licensing Board because the firm had an employee who was “not a lawyer” and who was “engaged primarily to solicit debts for collection” or “primarily ma[de] contact with a debtor to collect or adjust a debt.” BR § 7-102(b)(9). 5 2012, the unnamed sender of these letters could be reached by email at [email protected].

Each letter ended with the following two sentences, presumably included for compliance with the federal Fair Debt Collection Practices Act (“FDCA”): “This letter is an attempt to collect a debt, and any information obtained will be used for that purpose. We are attorneys engaged in the practice of debt collection.” Most of the communication concerning the Millses’ delinquent account was undertaken through Andrews’s collection paralegal, Kaya Thompson. Emails and documents reflect that over the years, the Millses communicated with Ms. Thompson on various occasions attempting to ascertain the account balance and nature of the fees and charges being assessed, and to work out payment arrangements. On a few occasions, the Millses proposed payment plans to Ms. Thompson, who would in turn communicate the proposal to the Galyn Manor Board of Directors.

Once the Board communicated its response to Ms. Thompson, she would relay those communications to the Millses. When Andrews began sending collection letters and account statements to the Millses in January 2008, the statement of account from January 2008 included the $660 in fines for the disputed commercial truck violations. In March 2008, Galyn Manor, through Andrews, charged the Millses a $1,500 administrative fee, which it added to the $660 in fines, more than doubling the Millses’ account balance. The basis for the administrative fee is not clear from the record.

The Millses had been up to date with their annual assessment payments through 2007 but were not able to pay the fines. In January 2008, the Millses began to fall behind in their quarterly assessment payments of $105. Andrews notified the Millses in April 6 2008 that they owed $2,632.84 in “assessments due, late fees and costs of collections, including attorney’s fees authorized by the Declaration.” The letter did not specify whether the fines from the parking violations were included in the stated amount. Andrews warned the Millses that it would accelerate the debt and file a lien under the Maryland Contract Lien Act (“MCLA”) if the Millses did not satisfy the debt within 30 days.

Andrews further advised the Millses that the debt would be presumed valid unless the Millses disputed its validity within 30 days. The Millses did not dispute the debt or otherwise respond to the letter within the 30-day period. A statement of lien was filed and recorded in June 2008 in the amount of $3,581.88. This amount represented the amount due and owed at the time— $2,632.84, plus interest, late fees, attorney’s fees, and costs.

The Millses responded to the notice in August 2008. In a handwritten letter to Andrews, the Millses agreed to “make payment arrangements for all overdue quarterly HOA dues[,] but dispute[d] the validity of all other fines.” The Millses further stated that they were preparing “factual evidence to proceed with a hearing.” The Millses did not explain their failure to respond within the 30-day period. Andrews sent the Millses a second notice of acceleration and intent to file a lien in August 2010. Andrews stated that the Millses owed $4,256.88 in assessments, late fees, costs, and attorney’s fees.

Andrews provided the Millses with their rights under the MCLA, and the Millses again failed to respond within 30 days. Thereafter, a statement of lien in the amount of $4,791.58 was filed and recorded. In October 2010, Galyn Manor filed a complaint against the Millses in the District Court of Maryland sitting in Frederick County for unpaid assessments accruing between 7 January 2009 and October 2010. The district court entered judgment in favor of Galyn Manor in the amount of $1,872.93, representing unpaid quarterly assessments and $600 in attorney’s fees.

In July 2011, Andrews filed a writ of garnishment against the Millses, seeking to garnish funds in the Millses’ bank account to satisfy the judgment. Shortly thereafter, the Millses asked Galyn Manor to rescind the garnishment. The Millses communicated this request through Andrews’s paralegal, Ms. Thompson. Galyn Manor’s board president communicated to Ms. Thompson that the Board had agreed to revoke the garnishment against the Millses’ bank account on the condition that the Millses enter into a promissory note agreeing to pay $130 per month, based on a recognition by the board members that a larger payment might be “way too much to expect,” and that Galyn Manor would not benefit if the family went bankrupt.

The Millses executed a promissory note for $3,429 in August 2011. The note obligated the Millses to make monthly payments of $130. The note also included a confessed judgment clause. On January 3, 2012, four months after the Millses executed the promissory note, Andrews wrote to thank them for their monthly payment of $130 and noted that they still owed $3,044.60.

Andrews enclosed a statement of account reflecting the balance of $3,044.60 and which also reflected that the Millses had made at least four monthly payments of $130 under the promissory note. Six months later, in June 2012, Andrews sent another letter thanking the Millses for a $300 payment and noted that their arrearage was now $14,433.86. As part of the recalculated arrearage, Andrews’s statement of account for June 2012 reflected additional 8 fines and charges, including a charge of $6,450, which was reflected on the statement of account as a block entry for March 2011. These additional charges were placed on the Millses’ account after Galyn Manor hired a new management agent, Tom Van Pelt.

Specifically, in March 2012, Mr. Van Pelt wrote to Andrews advising that he had recently taken over the management affairs for Galyn Manor and had learned that the Millses had “violated” a previous agreement with the Association by storing their landscape business equipment outside. As a result, Mr. Van Pelt instructed Andrews to “proceed and reinforce all prior enforcement, including liens, and reassert all charges.” There is no evidence in the record that the Mills family was given any notice of these fines, or the legal authority or basis for the fines. By May 2013, according to another unsigned letter from Andrews thanking the Millses for another $130 payment, the family’s debt to Galyn Manor had grown to $15,473.75. According to the statement of account attached to that letter, the balance now consisted of the following charges: • the initial $660 balance of January 2008; • $2,426,26 in total quarterly assessments by Galyn Manor beginning in January 2008; • $315 in late fees; • $10,000 in “miscellaneous” charges (including the $6,450 block imposition of “fines,” described above); • $5,268 in costs, many appearing to be charges for Andrews’s collection efforts; and • $1,195.19 in interest 9 Against the $19,864.75 in charges, the Mills family had made total payments of $4,391.

Based upon the evidence in the record, from January 2008 to May 2013, the Mills family had paid Galyn Manor nearly $2,000 more than the total amount of Galyn Manor’s quarterly assessments ($4,391 in payments, against $2,426.26 in quarterly assessments). Yet the family had fallen into more than $15,000 in debt over the same period. Galyn Manor filed another district court complaint in August 2014 seeking $2,697.53 for unpaid assessments, plus an additional $600 in attorney’s fees together with $120 for service of process. Upon receipt of the summons, Mr. Mills emailed Ms. Thompson attempting to understand the nature of sums that were the subject of the lawsuit and to work out a payment plan to get current on the unpaid assessments: We just got served with papers showing the amount of all past due[] [HOA] fees.

This amount will clear all past due quarterly installments and put us back up to date with the October 2014 assessments due, correct? I am just making sure because we do agree to pay you the amount of all past due quarterly fees that we owe. I will still file with courts [sic] to make sure this clears everything. Should we get on a payment plan for that amount now and clear everything up on the court date?

Ms. Thompson responded to Mr. Mills the same day, enclosing a statement of account reflecting a balance of $9,249.14. She explained that the district court suit only sought to collect the past-due assessments that had accrued for the past three years, and acknowledged that their collection efforts included attempts to collect debts dating back to the initial $660.00 charge from January 2008: The summons you were served with . . . does not show all past due HOA fees. It reflects assessments and costs of collection 10 between October 2011 through December 2014. The total balance due on your account for assessments from January 2008 (with a beginning balance of $660.00) through December 2014 and costs of collection through September 8, 2014 is $9,249.14 (statement of account is attached).

According to our records, the trial date is scheduled for November 7, 2014. If we are able to get a payment plan in place with enough time to spare, we would prepare a stipulation of dismissal based on the agreement, and once it has been signed by both Defendants, and the attorney, it would be filed with the court thus dismissing the current action. The payment plan would be based upon the full balance due. (emphasis added).

The above exchange reflects that Ms. Thompson recognized that Galyn Manor could only sue for the past-due assessments which had accrued within the three- year statute of limitations window but was nonetheless proposing a settlement that would include fines and other miscellaneous charges dating back to 2007. A consent judgment of $3,297.53 was entered in November 2014. In May 2015, Galyn Manor garnished $3,497.94 from the Millses’ bank account. Subsequently, Andrews filed a notice of satisfaction in the district court case reflecting payment in full for the delinquent HOA assessments that had accrued between October 2011 and October 2014.

In February 2015, Andrews sent the Millses a new undated, unsigned letter advising that their account was in arrears and that the new past-due amount was $10,303.61, which included assessments through February 2015. Andrews advised that Galyn Manor intended to file a lien for the full amount of the arrearage under the MCLA and that if the Millses disputed the debt, they were required to file a complaint in the circuit court within 30 days. The statement of account included the initial $660 in fines from January 2008, the $1,500 miscellaneous administrative charge, and a miscellaneous 11 charge dated March 2011 in the amount of $6,450 described as “fines.” By May 2015, the Millses alleged that Galyn Manor had recorded $28,938.83 in liens against their property under the MCLA.

II

PROCEEDINGS BELOW After enduring nearly ten years of collection efforts against them with no apparent end in sight, the Millses commenced this suit in the Circuit Court for Frederick County in April 2016. In March 2017, the Millses filed an amended complaint alleging that Galyn Manor’s collection efforts violated the CPA and the MCDCA. The Millses also brought conversion and breach of contract claims. Galyn Manor filed a third-party complaint against Andrews, contending that Andrews agreed to indemnify Galyn Manor for any liability under its professional services agreement.

In a memorandum opinion, the circuit court granted Galyn Manor’s summary judgment motion on the CPA claim, reasoning that the statute specifically exempts attorneys from liability. As a result, the circuit court held that Galyn Manor could not be vicariously liable for its attorney’s actions. The circuit court also awarded Galyn Manor judgment as a matter of law on the MCDCA claim, ruling that the Millses improperly used the statute as a vehicle to dispute the validity of the debt, whereas the statute only proscribes certain methods of collecting the debt. The circuit court also granted Galyn Manor judgment as a matter of law on the conversion and breach of contract claims that arose before April 1, 2013, holding that such claims were barred by the statute of limitations.

The Millses’ claims that arose after April 1, 2013, proceeded to trial. At the close of the Millses’ case, the circuit court awarded 12 Galyn Manor judgment as a matter of law, concluding that the Millses did not present sufficient evidence to satisfy the elements of a breach of contract or conversion claim. The Millses timely appealed and the Court of Special Appeals affirmed in part, reversed in part, and remanded in part. Mills v. Galyn Manor Homeowner’s Ass’n, 239 Md. App. 663 (2018).

With respect to the Millses’ CPA claim, the Court of Special Appeals held that the circuit court erred in finding as a matter of law that the lawyers’ exemption for “professional services” under the CPA shielded Galyn Manor from either direct liability or vicarious liability for deceptive trade practices under the statute. Id. at 674 . The intermediate appellate court distinguished Fontell v. Hassett, 870 F. Supp. 2d 395 (D. Md. 2012), in which the District Court held that a HOA could not be held vicariously liable under the Fair Debt Collection Practices Act (“FDCPA”) when the HOA did not independently qualify as a “debt collector” under the statute. Mills, 239 Md. App. at 674 .

The Court of Special Appeals noted that unlike the FDCPA, which only imposes liability on “debt collectors,” the CPA, with some statutory exemptions, functions to hold any “person” liable, regardless of whether that person holds herself out as a debt collector. Id. The court reasoned that Galyn Manor qualifies as a “person” subject to liability under the CPA; therefore, “it would be improper for Galyn Manor to evade liability by hiring an attorney to commit violations on its behalf.” Id. (cleaned up) (internal citations omitted).

The court further noted that under Maryland agency law, a principal may be held vicariously liable when the agent is immune. Id. at 675 (citing TransCare Md. Inc. v. Murray, 431 Md. 225 (2013); D’Aoust v. Diamond, 424 Md. 549 , 13 607 (2012)).2 Accordingly, the intermediate appellate court held that Galyn Manor could be held vicariously liable for deceptive trade practices under the CPA even if the professional services exemption applied to Andrews. Id. The Court of Special Appeals also vacated and remanded the circuit court’s granting of judgment as a matter of law on the Millses’ MCDCA claim.

Id. at 680 . The court noted that to state a claim under MCDCA, the Millses “must establish two elements: (1) Galyn Manor did not possess the right to collect the amount of the debt sought; and (2) Galyn Manor attempted to collect the debt knowing that it lacked the right to do so.” Id. at 677 (cleaned up) (citing Barr v. Flagstar Bank, FSB, 303 F. Supp. 3d 400, 420 (D. Md. 2018)). The court noted that the Millses did not dispute that they owed several months of delinquent assessment fees; rather, they alleged that Galyn Manor lacked the legal right to file liens because the statute of limitations had expired under the MCLA. Id. at 679.

Accordingly, the Court of Special Appeals held that the Millses may pursue the MCDCA claim because they challenge Galyn Manor’s methods in filing liens. Id. The court further noted that the Millses’ “primary contention is that Galyn Manor levied fines against [them] that were not authorized by the HOA’s governing documents.” Id. On remand, the court directed the “circuit court to consider whether these fines are the type of ‘unauthorized charges’ covered by the statute.” Id.

The Court of Special Appeals 2 Galyn Manor and Andrews also urged the Court of Special Appeals to conclude that the Millses’ debts did not arise out of a “consumer transaction” and that the debts therefore do not fall within the purview of the CPA. The court declined to address this issue because it was not raised at the trial court. In Goshen Run Homeowners Association v. Cisneros, ___ Md. ___ (2019), we addressed this issue and held that efforts to collect HOA assessments fall within the purview of the CPA. 14 “direct[ed] the circuit court to determine, in light of Allstate Lien [& Recovery Corp. v. Stansbury, 219 Md. App. 575 (2014), aff’d 445 Md. 187 (2015)] and Barr, whether there is any dispute of material fact as to whether Galyn Manor had the right to collect each debt, and if not, whether Galyn Manor knew that it did not have such right.” Id. at 679–80. On the breach of contract claim, the Court of Special Appeals affirmed the circuit court’s granting of Galyn Manor’s motion for summary judgment on claims that arose before April 1, 2013, on the basis that such claims were barred by the statute of limitations.

Id. at 683. The court declined to address the merits of any perceived error on the breach of contract claims arising after April 1, 2013, because the issue was not briefed on appeal. The intermediate appellate court also affirmed the circuit court’s entry of judgment in favor of Galyn Manor on the conversion claim. Id. at 684.

Finally, the Court of Special Appeals reinstated Galyn Manor’s third-party complaint against Andrews in connection with the Millses’ CPA and MCDCA claims pursuant to the indemnification clause contained in the professional services agreement between Galyn Manor and Andrews. Id. at 686. Andrews and Galyn Manor then filed a petition for writ of certiorari, which this Court granted.

III

DISCUSSION Galyn Manor and Andrews raise the following questions for our review on appeal, which we have rephrased as follows3: 3 The question presented in the writ of certiorari was: 15 1. Whether the Maryland Consumer Protection Act’s exemption for a lawyer rendering “professional services” applies to all services rendered by a lawyer when undertaking debt collection activity? 2. Whether the lawyers’ “professional services” exemption under the Consumer Protection Act also exempts the lawyer’s client from liability arising from the lawyer’s conduct in debt collection activities taken on behalf of the client? For the reasons set forth herein, we hold that, in the context of debt collection activity, not all services provided by a lawyer or a law firm fall within the professional services exemption under the CPA.

Specifically, where: (1) the lawyer’s services could be provided by any licensed debt collection agency without regard to whether the agency is affiliated with a lawyer or a law firm; or (2) where the alleged conduct by the lawyer or law firm violates the MCDCA, the collection activities in question do not fall within the lawyers’ “professional services” exemption of the CPA and do not thereby escape the reach The Maryland Consumer Protection Act “does not apply to” the “professional services” of a lawyer. In view of this exemption, can an attorney’s client be deemed to have violated the Act, or otherwise be subject to a claim for damages, based solely on the conduct of its attorney that, absent the attorney’s exemption, would, arguendo, constitute a violation of the Act? As reflected above, the question presented included Petitioners’ asserted conclusion of law, which assumes that all services rendered by a lawyer in the context of debt collection activity are “professional services” that are exempt from the CPA. As set forth herein, Petitioners’ assumption is inconsistent with our holding in Scull v. Groover, Christie & Merritt, PC, 435 Md. 112, 132 (2013), and the interrelated debt collection statutes which regulate lawyers’ conduct when undertaking debt collection activity.

To fully address a client’s vicarious liability for their lawyer’s debt collection activities, it is necessary to first address the scope of the professional services exemption as it relates to the lawyer’s conduct. By addressing both issues, our holding on vicarious liability claims will not be based upon erroneous assumptions concerning a lawyer’s underlying liability under the CPA. 16 of the Act. Simply put, a license to practice law is not a license to engage in deceptive or unfair debt collection activities with impunity. We further hold that to the extent that the CPA’s professional services exemption applies to a lawyer’s professional legal services, the plain language of the exemption does not apply to the lawyer’s client.

The General Assembly adopted the CPA to provide additional remedies not found in common law. An expansive interpretation of the professional services exemption to cover an additional class of individuals is inconsistent with the purpose and intent of the CPA and its remedial nature. We decline to adopt an expansive judicial interpretation of the statutory exemption. If there are reasons to expand the professional services exemption to include individuals not specifically identified in the statute, such expansion should be undertaken by the General Assembly.

Our narrow construction of the statutory exemption for professional services is consistent with our prior jurisprudence concerning the application of statutory and common law immunities in the context of vicarious liability claims. We have previously held that, where an agent has immunity, the principal is not entitled to immunity simply on the basis of the agent’s immunity—the principal must establish an independent basis for immunity. We have previously treated the concept of statutory “immunity” and statutory “exemptions” synonymously and see no reason to deviate here. Finally, consistent with our prior jurisprudence and the principles outlined in the Restatement, Restatement (Second) of Agency § 14N (Am.

Law. Inst. 1958), we hold that under Maryland agency law the attorney-client relationship is a principal-agent relationship, pursuant to which vicarious liability claims may be brought. 17 For these reasons, as set forth more fully herein, we affirm the judgment of the Court of Special Appeals. A. Standard of Review Under Maryland Rule 2-501(f), “the court shall enter judgment in favor of or against the moving party if the motion and response show that there is no genuine dispute as to any material fact and that the party in whose favor judgment is entered is entitled to judgment as a matter of law.” Md. Rule 2-501(f) (2015). When reviewing questions of law, this Court reviews the decision of the circuit court and the Court of Special Appeals without deference.

See Chateau Foghorn v. Hosford, 455 Md. 462, 483 (2017). To determine whether there is a dispute of material fact, the court independently reviews the record. See Tyler v. City of College Park, 415 Md. 475, 498 (2010) (“One way to defeat a properly supported motion for summary judgment is for the party opposing the motion to demonstrate to the court that there is a triable genuine dispute as to a material fact.”). The court reviews the record in the light most favorable to the nonmoving party and construes any reasonable inference against the moving party.

See id. at 499 . In our review, we consider “the grounds upon which the trial court relied.” D’Aoust v. Diamond, 424 Md. 549, 575 (2012) (citing River Walk Apartments, LLC v. Twigg, 396 Md. 527 , 541– 42 (2007)). If there is no dispute as to a material fact, the moving party is entitled to summary judgement as a matter of law. Id.

In this case, the issue involves a question of law. Accordingly, our review is de novo. 18 B. Parties’ Contentions4 Galyn Manor and Andrews contend that the professional services exemption under the CPA applies to all debt collection activities undertaken by Andrews. Andrews and Galyn Manor argue that collecting debt on behalf of clients is a professional service and that the General Assembly included the exemption so that the CPA would not interfere with an attorney’s representation of clients. Andrews and Galyn Manor assert that the statutory exemption should apply not only to the lawyer’s professional services, but also to any action against a client arising out of the lawyer’s conduct.

They assert that if the lawyer cannot be liable under the CPA, neither can the client for claims arising out of the lawyer’s conduct. Andrews and Galyn further contend that if the statutory exemption is not interpreted to apply to vicarious liability claims against a client, the effect would be to defeat the exemption in its entirety. Andrews and Galyn Manor argue that discrepancies exist between the Maryland Attorneys’ Rules of Professional Conduct and the Consumer Protection Act, and that there are situations where an attorney may not be able to comply with both. Andrews and Galyn Manor argue that we should look to case law of other states, which they contend supports exemptions for legal services in their respective consumer protection laws.

Andrews and Galyn Manor also assert that under Maryland agency law, an attorney- client relationship is an independent contractor relationship rather than a principal-agent. 4 Amicus briefs were also filed in this case by the Attorney General of Maryland, the Housing Initiative Partnership, Inc., and Civil Justice, Inc. 19 They argue that traditional agency principles do not apply, and the client cannot be vicariously liable for actions undertaken by a lawyer. The Millses counter that interpreting the professional services exemption broadly to apply to clients defeats the remedial purpose of the CPA to prohibit deceptive business practices. The Millses contend that, because exemptions to remedial statutes must be narrowly construed, an additional exemption for clients must not be read into the statute. The Millses rely on Scull v. Groover, Christie & Merritt, PC, 435 Md. 112 (2013), to support a narrow construction of the exemption as applying only to the professional services of an attorney, rather than a blanket exemption for all actions of an attorney.

Thus, the Millses contend, regardless of how broadly the Court finds the exemption, professional services of an attorney do not include debt collection. Further, the Millses argue that statutory exemptions are similar to statutory immunity for purposes of claims alleging vicarious liability. They rely upon our prior cases for the proposition that principals must assert an independent basis for immunity regardless of the agent’s immunity. Finally, the Millses contend that under Maryland agency law, an attorney-client relationship is one of an agent and a principal, and that traditional agency principles apply to vicarious liability claims.

C. Analysis Before we address the scope and application of the lawyer’s professional service exemption under the CPA as it may relate to vicarious liability claims against a lawyer’s client, it is necessary to examine the scope of the statutory exemption as it relates to the lawyer’s conduct in the context of debt collection activities. 20 The CPA exempts from the scope of the Act, the “professional services” of an enumerated list of professions. CL § 13-104(1). 5 Pertinent to this case, the Act exempts the “professional services of a . . . lawyer.” Id. “The paramount object of statutory construction is the ascertainment and effectuation of the real intention of the Legislature.” Whiting-Turner Contracting Co. v. Fitzpatrick, 366 Md. 295, 301 (2001) (internal citations omitted). We have held that: When the statute to be interpreted is part of a statutory scheme, it must be interpreted in that context. That means that, when interpreting any statute, the statute as a whole must be construed, interpreting each provision of the statute in the context of the entire statutory scheme.

Thus, statutes on the same subject are to be read together and harmonized to the extent possible, reading them so as to avoid rendering either of them, or any portion, meaningless, surplusage, superfluous or nugatory. id. (internal citations omitted). In this case, the CPA’s professional service exemption as it pertains to a lawyer’s service must be examined in the context of the CPA, as well as the interrelated debt collection statutes which fall within the broad statutory enforcement provisions of the Act. 5 In its entirety, the statutory exemption under CL § 13-104 for professional services for certain professionals reads as follows: This title does not apply to: (1) [t]he professional services of a certified public accountant, architect, clergyman, professional engineer, lawyer, veterinarian, insurance company authorized to do business in the State, insurance producer licensed by the State, Christian Science practitioner, land surveyor, property line surveyor, chiropractor, optometrist, physical therapist, podiatrist, real estate broker, associate real estate broker, or real estate salesperson, or medical or dental practitioner . . . 21 1. Whether an Attorney Engaging in Debt Collection Activities is Exempt from the Consumer Protection Act The Consumer Protection Act In 1973, the General Assembly enacted the Maryland Consumer Protection Act.

The purpose of the CPA is to “set certain minimum standards for the protection of consumers across the State . . . .” CL § 13-102(b)(1). In enacting the CPA, the General Assembly found that “existing laws are inadequate, poorly coordinated and not widely known or adequately enforced.” CL § 13-102(b)(2). As a result, the Legislature concluded that the State “should take strong protective and preventative steps to investigate unlawful consumer practices, to assist the public in obtaining relief from these practices and to prevent these practices from occurring in Maryland.” CL § 13-102(b)(3). To that end, the CPA prohibits all trade practices that are unfair, abusive or deceptive in, among other things, the collection of consumer debts.

See CL §§ 13-301(14)(iii); 13-303(5). The General Assembly further instructed that the CPA shall be “construed and applied liberally to promote its purpose.” CL § 13-105. The CPA serves as a primary source of state oversight and regulation of debt collection activities. “Consumer credit” and “consumer debts” are express subjects of the CPA. See CL § 13-101(d) (defining “consumer credit” and “consumer debt” as “credit, debts or obligations . . . which are primarily for household, family, or agricultural purposes”).

The CPA makes it unlawful to “engage in any unfair, abusive, or deceptive trade practice” in “[t]he extension of consumer credit” or “[t]he collection of consumer debts.” CL §§ 13-303(4); (5). 22 To achieve its goals and enforce this prohibition, the CPA may be enforced through the Consumer Protection Division of the Office of the Attorney General, as well as through a private enforcement mechanism for injured consumers to obtain remedies. CL § 13-408. The Act’s private cause of action, codified at CL § 13-408(a), provides that “any person may bring an action to recover for injury or loss sustained by him as the result of a practice prohibited by [the Consumer Protection Act].” CL § 13-408(a). The CPA exempts from the scope of the Act the “professional services” of an enumerated list of professions.

CL § 13-104(1). Pertinent to this case, the Act exempts the “professional services of a . . . lawyer.” Id. We must determine the scope and application of the professional services exemption in the context of a lawyer’s or a law firm’s actions in undertaking debt collection activities. To make this determination, we must consider the CPA’s role as a statutory enforcement tool for violations of other debt collection statutes.

Specifically, the General Assembly has provided that a violation of MCDCA, as well as the MCALA are per se violations of the CPA. See CL §§ 13-301(14)(iii); (xxix). The interrelationship of these statutes is significant in our discussion of the scope of the professional services exemption under the CPA when the lawyer or his or her firm is engaging in debt collection activity. The Maryland Consumer Debt Collection Act The MCDCA regulates any “person collecting or attempting to collect an alleged debt arising out of a consumer transaction.” BR § 14-201(b) (defining “collector”).

The MCDCA prohibits eleven categories of conduct when collecting debts, including placing harassing or abusive calls to a debtor or claiming, attempting, or threatening to enforce a 23 right with knowledge that the right does not exist. CL §§ 14-202(6); (8). The MCDCA also provides that a collector may not “[e]ngage in unlicensed debt collection activity in violation of the Maryland Collection Agency Licensing Act . . . .” CL § 14-202(10). Unlike the CPA, the MCDCA does not contain any exemption for lawyers engaged in debt collection activities.

Although MCDCA authorizes a private right of action (CL § 14-203), it does not provide for its own public enforcement. Rather, the General Assembly incorporated a provision into the CPA making it an “unfair or deceptive trade practice” to engage in conduct that violates the MCDCA. CL § 13-301(14)(iii). Maryland Collection Agency and Licensing Act MCALA requires a collection agency6 to be licensed by the State Collection Agency Licensing Board unless exempted by the Act.

BR §§ 7-101; 7-301. Like the CPA, MCALA contains an exemption from the statute for lawyers providing professional services. Specifically, the statutory exemption under MCALA states that the statute does not apply to: a lawyer who is collecting a debt for a client, unless the lawyer has an employee who: (i) Is not a lawyer; and (ii) Is engaged primarily to solicit debts for collection or primarily makes contact with a debtor to collect or adjust a debt through a procedure identified with the operation of a collection agency . . . . 6 “Collection Agency” is defined under MCALA as “a person who engages directly or indirectly in the business of: . . . collecting for, or soliciting from another, a consumer claim . . . .” BR § 7-101(d)(1)(i). 24 BR § 7-102(b)(9) (emphasis added). Under MCALA, the General Assembly has not categorically exempted all law firms from the licensing requirements of the statute.

Specifically, where a lawyer or a law firm is acting like a debt collection agency—i.e., primarily providing debt collection services through non-lawyer employees—the General Assembly treats the lawyer or law firm providing these services in the same manner as any other debt collection agency for purposes of MCALA. A violation of MCALA is a violation of the MCDCA (CL § 14-202(10)), as well as a violation of the CPA (CL § 13- 301(14)(xxix)). Scope of the CPA’s Professional Services Exemption in the Context of Attorney’s Debt Collection Activity Against the backdrop of these interrelated debt collection statutes, we must determine the scope of the professional services exemption under the CPA when a lawyer or a law firm is engaged in debt collection activities. There is no definition of “professional services” contained in the CPA.

Nor is there any legislative history available pertaining to the 1974 enactment of what is now CL § 13- 104(1). In Scull, we reviewed the professional services exemption in the context of medical billing practices. 435 Md. at 115 . Specifically, we were asked to determine whether billing practices of a health care provider fell within the “professional services” of a “medical practitioner” and were therefore exempt from CL § 13-104(1). Id.

After noting the lack of a definition of “professional services” and the lack of legislative history available for our review, we discussed at length the meaning of “professional services” in other contexts. Id. at 126–27. We examined Maryland statutes that establish licensing schemes for 25 professionals and that they receive licenses on the “basis of specialized training, experience, and demonstrated competence.” Id. at 129. We noted that in other contexts, Maryland law “distinguishes the commercial and entrepreneurial aspects of a medical practice from the actual rendering of health care services when applying laws relating to ‘professional services.’” Id. at 130.

We concluded that “not everything that a licensed professional does is a ‘professional service.’” Id. at 129 (citing Heavenly Days Crematorium, LLC v. Harris, Smariga & Assoc., Inc., 433 Md. 558, 570 (2013) (holding that a statute creating a special condition to bring an action alleging negligent provision of professional services “does not erect a special fence around licensed professionals that protects them from claims of ordinary negligence”). We declined to adopt the broad interpretation of “professional services” advanced by the physician’s practice. Id. at 132. In doing so, we held that: [T]he exclusion in CL § 13-104(1) applies only to the actual professional services of a physician.

The commercial aspects of a medical practice, such as compliance with laws concerning who may be billed and how, are not exempt from the Consumer Protection Act. When those billing practices involve unfair or deceptive trade practices, as defined in the Consumer Protection Act, the medical practice may be subject to a private action brought by a person injured by the violation. Id. Consistent with our holding in Scull, we decline to adopt a blanket professional services exemption under the CPA for all conduct undertaken by a lawyer or a law firm