B. Frank Joy Co. v. Isaac

CHARLES E. ORTH, Jr., Judge, Specially Assigned. I A We have ofttimes been called upon in resolving an appeal to divine the Legislature’s intendment in its enactment of a particular statute. At times the legislative intent seems to be phantasmagoric. See Michael S. Miller, Ghost Hunting: Finding Legislative Intent in Maryland, A Checklist of Sources (October 1984) (unpublished manuscript available in the Maryland State Law Library); Michael S. Miller and Judith C. Levinson, “Ghost Hunting: Searching for Maryland Legislative History,” Maryland Bar Journal, July-August, ⁶³¹ 1989, at 11-16.

Over the years, however, we have adopted guidelines or canons to assist us in our task of construing or interpreting a statute. See, e.g., Kaczorowski v. City of Baltimore, 309 Md. 505, 513-516 , 525 A.2d 628 (1987); Franklin Square Hosp. v. Laubach, 318 Md. 615, 619-620 , 569 A.2d 693 (1990); Brodsky v. Brodsky, 319 Md. 92, 98 , 570 A.2d 1235 (1990); Morris v. Prince George’s County, 319 Md. 597, 603-604 , 573 A.2d 1346 (1990); Fairbanks v. McCarter, 330 Md. 39, 46 , 622 A.2d 121 (1993); and cases cited in those opinions. There is no doubt that the beginning point of statutory construction is the language of the statute itself. Morris, 319 Md. at 603 , 573 A.2d 1346 .

But our endeavor is always to seek out the legislative purpose, the general aim or policy, the ends to be accomplished, the evils to be redressed by a particular enactment. Id. at 603-604 , 573 A.2d 1346 . “Of course, in our efforts to discover purpose, aim, or policy we look at the words of the statute.” Kaczorowski, 309 Md. at 513 , 525 A.2d 628 . But, “we are always free to look at the context within which statutory language appears.” Morris, 319 Md. at 604 , 573 A.2d 1346 . See Fairbanks v. McCarter, 330 Md. at 46 , 622 A.2d 121 .

The purpose, in short, determined in light of the statute’s context, is the key. Kaczorowski, 309 Md. at 516 , 525 A.2d 628 . B The statute we are called upon to interpret here is Maryland Code (1957, 1985 Repl.Vol.) Article 101, § 52, a part of the Workers’ Compensation Act. 1 ⁶³² At any time after a claim for compensation under this article has been filed with the Workmen’s Compensation Commission by any claimant, the said claimant and/or his or her dependents may, with the approval of the Commission, enter into an agreement with the employer or insurer of such employer, with the Subsequent Injury Fund, or with the Uninsured Employers’ Fund providing for a final compromise and settlement of any and all claims which the said employee or his or her dependents might then or thereafter have under the provisions of this article, upon such terms and conditions as the Commission shall, in its discretion, deem proper. Any such settlement when approved by the Commission shall be binding upon all parties thereto, and no such settlement shall be effective unless approved by the Commission.

Any final compromise and settlement of a claim between the claimant or his or her dependents and the employer and insurer shall also preclude the right of the claimant or his dependents to proceed against the Subsequent Injury Fund on the claim, unless the Commission specifically orders otherwise. Upon death, any balance payable under such final compromise and settlement shall be an asset in the hands of the personal representative of the deceased party to such final compromise and settlement. Article 101, § 52 now appears in Md.Code (1991), § 9-722 of the Labor and Employment Article. See note 1, supra.

See ⁶³³ tion 9-722 does not change the substance of Article 101, § 52. It merely dissects the narrative language of the former codification and presents it in a more readable format. We set § 9-722 out here because it is easier to sort out the various provisions of the section under the new format. LE § 9-722 reads: Claim settlement.

(a) In general. — Subject to approval by the Commission under subsection (b) of this section, after a claim has been filed by a covered employee or the dependents of a covered employee, the covered employee or dependents may enter into an agreement for the final compromise and settlement of any current or future claim under this title with: (1) the employer; (2) the insurer of the employer; (3) the Subsequent Injury Fund; or (4) the Uninsured Employers’ Fund. (b) Contents. — The final compromise and settlement agreement shall contain the terms and conditions that the Commission considers proper. (c) Approval. — A final compromise and settlement agreement may not take effect unless it has been approved by the Commission. (d) Effect. — (1) When approved by the Commission, a final compromise and settlement agreement is binding on all of the parties to the agreement.

(2) Unless the Commission orders otherwise, a final compromise and settlement agreement between a covered employee or the dependents of a covered employee and the employer or its insurer precludes the right of the covered employee or the dependents of the covered employee to proceed against the Subsequent Injury Fund on the claim. (e) Survival of right to payment. — If an individual entitled to payment under a final compromise and settlement agreement dies before the individual receives the total ⁶³⁴ amount payable, the balance payable is an asset of the estate of the individual. Article 101, § 52, as a part of the Workers’ Compensation Act, is not haunted by a ghost of legislative intent. The Legislature long ago pronounced loudly and clearly the legislative purpose of the Workers’ Compensation Act, its general aim and policy, the ends to be accomplished and the evils to be redressed.

Eighty years ago, aware of a national trend to protect and compensate industrial workers injured on the job, the General Assembly passed Chapter 800 of the Acts of 1914, which has since become the Workers’ Compensation Act. In the preamble to the Act, the legislators recognized that industries necessary for the prosperity of the state involve “injury to large numbers of workmen, resulting in their partial or total incapacity or death” and that, under the legal system at the time, determining the responsibility of the employer meant “great and unnecessary cost ... in litigation, which cost is borne by the workmen, the employers and the taxpayers____” Beyond that, the State and its taxpayers are subjected to a heavy burden in providing care and support for such injured workmen and their dependents, which burden should, in so far as may be consistent with the rights and obligations of the people of the State, be more fairly distributed.... Acts of 1914, ch. 800. To alleviate the burden on both the citizens of Maryland and the workers and their families, the Act withdrew from private controversy all questions of fault in accidents arising in hazardous employment.

To provide “sure and certain relief for workmen injured in extra-hazardous employments and their families and dependents,” the General Assembly created the State Industrial Accident Commission, which is now the Workers’ Compensation Commission. The Legislature bestowed upon the Commission the exclusive administrative and supervisory authority over the Act. The Commission’s duties, in the main, were to examine individual cases and decide whether ⁶³⁵ to order employers to compensate injured employees, and, if so, in what amount, so as to fulfill the expressed policy, aims and objectives of the legislation. This Court has long recognized the purposes and aims of the Act as expressed by the Legislature.

See Gross v. Sessinghause & Ostergaard, 331 Md. 37, 39 , 626 A.2d 55 (1993); Queen v. Agger, 287 Md. 342, 343 , 412 A.2d 733 (1980). We have construed its provisions as liberally as possible in favor of injured employees and their families, in compliance with the Legislative command to interpret the Act in ways that “effectuate its general purpose.” Art. 101, § 63. 2 See Alitalia v. Tornillo, 329 Md. 40, 48-49 , 617 A.2d 572 (1993); Howard Co. Ass’n, Retard. Cit. v. Walls, 288 Md. 526, 530 , 418 A.2d 1210 (1980). II The call for us to interpret Article 101, § 52 came in this fashion: Benjamin Isaac 3 filed a claim with the Workers’ Compensation Commission against B. Frank Joy Company, his employer, and Zurich American Insurance Company, Joy’s insurer, 4 to recover benefits under the Act resulting from an accidental personal injury arising out of and in the course of his employment.

The injury occurred on 4 April 1984. On 1 July 1990, the parties executed the following document: AGREEMENT OF COMPROMISE AND SETTLEMENT THIS AGREEMENT made on this 1st day of July, 1990, by and between BENJAMIN ISSACS, [sic] hereinafter ⁶³⁶ referred to as “Claimant”, B. FRANK JOY COMPANY, hereinafter referred to as “Employer”, and ZURICH AMERICAN INSURANCE COMPANY, hereinafter referred to as “Insurer”, WITNESSETH: WHEREAS, the Claimant has filed a claim with the Workmen’s Compensation Commission of Maryland, hereinafter referred to as the Commission, to recover Workmen’s Compensation benefits for disability resulting from accidental personal injury, arising out of and in the course of his employment with the Employer, which injury occurred on or about April 4, 1984; and WHEREAS, the Employer and/or Insurer deny the allegations of the Claimant, either in whole or in part, so that there now exists a dispute between the Claimant on the one hand, and the Employer and Insurer on the other, as to whether the Claimant is entitled to any Workmen’s Compensation benefits and/or, if so entitled, as to the nature and extent of disability involved and the benefits or additional benefits to be paid or provided; and WHEREAS, irrespective of and notwithstanding the divergent views held by the parties hereto concerning the occurrence of the aforesaid accidental personal injury, the nature and extent of the disability resulting therefrom, the Workmen’s Compensation allowable therefor, and all other benefits or rights that any of the parties hereto might or could have, the said parties have reached an agreement providing, subject to the approval of the Commission, for a compromise and settlement of this claim, which compromise and settlement will discharge the Employer and Insurer from any further liabilities for compensation benefits to which the Claimant or his personal representative or beneficiaries might now or could hereafter be entitled under the said provisions of the Workmen’s Compensation Laws of Maryland against the Employer and/or Insurer, including payment of all future medical treatment and other necessary medical services relating to said injury, as provided by Article 101, Section 37 of the Maryland Annotated Code. ⁶³⁷ NOW THEREFORE, it is hereby agreed as follows: 1. The Employer and the Insurer hereby agree to pay the Claimant the sum of Eighteen Thousand ($18,000.00) Dollars payable to the Claimant in a lump sum, less advances previously paid by the Employer/Insurer in the amount of Two Thousand Five Hundred Thirty Seven Dollars and Forty Three ($2,537.43) Cents, for the total amount to be paid to the Claimant in the amount of Fifteen Thousand Four Hundred Sixty Two Dollars and Fifty Seven ($15,462.57) Cents. 2. The Employer and the Insurer hereby agree to pay the Claimant the minimum sum of One Hundred Eight Thousand ($108,000.00) Dollars, payable at the rate of Four Hundred Fifty ($450.00) Dollars, per month guaranteed for twenty (20) years and to continue for life thereafter. 3.

The Claimant hereby accepts this Agreement of Compromise and Settlement and the aforesaid lump sum payment in compromise and settlement of any and all claims which the Claimant or his personal representative, dependents, wife and children or any other parties which might become beneficiaries under the said Workmen’s Compensation Law, might now or could hereafter have under the provisions of the said Law, arising out of the aforesaid injury, and does hereby, on behalf of himself and all of said other parties, discharge the Employer and Insurer from any further liabilities for all other claims of whatsoever kind which might or could hereafter arise under the said Law from the said injury. 4. That the Employer/Insürer and Claimant hereby agree that the Employer/Insurer shall be liable for all of the Claimant’s medical treatment and necessary medical services relating to the injury sustained on April 4, 1984. 5. This Agreement is made subject to approval of the Commission, and when so approved shall immediately become effective and binding upon all of the parties hereto. The Agreement was signed by the attorney for Isaac, by Isaac and by a representative of the employer and the insurer. ⁶³⁸ Attached to the agreement was an “Affidavit in Lieu of Testimony” by Isaac.

Its general import was that Isaac acknowledged that he understood what he was doing in signing the Agreement and was aware of the ramifications flowing therefrom. Also attached to the Agreement was a document entitled “Consent of Claimant,” executed by Isaac and his attorney, whereby Isaac consented to a fee for his attorney “in accordance with the Commission’s Fee Schedule.” On 27 July 1990, Joy and Isaac presented the Agreement and its attachments to the Commission for approval. A hearing was set for 10 September. Eight days before the hearing Isaac died of causes unrelated to his claim for compensation.

At the hearing Joy unilaterally sought to rescind the Agreement. The Commission ordered that the Agreement “is hereby approved” and directed Joy to comply with its terms. Joy’s motion for rehearing was denied. Joy appealed to the Circuit Court for Montgomery County.

The court denied Joy’s motion for summary judgment, granted Isaac’s motion for summary judgment and affirmed the Commission’s order approving the Agreement. Joy appealed to the Court of Special Appeals, which affirmed the judgments of the circuit court. Joy Co. v. Isaacs, 95 Md.App. 440 , 622 A.2d 140 (1993). We granted Joy’s petition for a writ of certiorari, 331 Md. 719 , 629 A.2d 720 .

Joy wants to know whether the Commission was right in enforcing the Agreement over its attempt to rescind it. Ill A We do not have a transcript of the proceedings of the hearing before the Commission but we have a copy of its order: ORDERED by the Workmen’s Compensation Commission of Maryland this 14 day of Sept, 1990, that the aforegoing Agreement of Compromise and Settlement is hereby approved and further directs the Employer and Insurer to pay the guaranteed sum of One Hundred Twenty Eight ⁶³⁹ Thousand ($126,000.00) [sic] Dollars, in the following manner consistent with the Agreement of Compromise and Settlement, in addition to compensation previously paid in settlement of their obligations as set forth in said Agreement: 1. Wortman, Nemeroff & Bulitt, Attorneys for Claimant, a counsel fee of ......$7,000.00 6,100.00 2. Claimant, a lump sum payment of......$9,462.57 9,362.57 as agreed to by the Claimant, Insurer and Employer, less reimbursement for advanced permanent partial disability benefits in the amount of $2,537.43 previously paid by the Employer/Insurer. 3.

Claimant, monthly payments of $450.00 guaranteed for 20 years and continuing for life thereafter.........................$108,000.00 The order was signed by two Commissioners. B On appeal to the circuit court, the facts were not disputed. The judge said in disposing of the motions for summary judgment: I looked at the agreement. This is an agreement of compromise and settlement, and I look at it as an agreement with a condition subsequent.

He explained: The condition is that it is not going to be effective unless [the Commission] approve[s]. Once they approve, then it is a done deal. After hearing further argument, the judge observed that he thought “the law is there to protect the claimant. That is the whole thrust of this law, not to protect the company.” He emphasized: This was an agreement.

If it was approved, then it became effective and binding. If the Commission didn’t approve it under the rules and regulations of the Commission, looking to all the factors in this case, then it wouldn’t have been binding.... ⁶⁴⁰ But, he pointed out, the Commission did approve it after hearing and rejecting the arguments the Company made. He thought that “under the law what the Commission did was right.” He ruled: Therefore, I will grant the claimant’s motion for summary judgment and deny the employer’s motion for summary judgment. C The Court of Special Appeals reached the same result.

It declared: We agree with the circuit court’s finding that the agreement contemplates that Commission approval or disapproval is a condition subsequent to the agreement between the parties. Joy Co. v. Isaacs, 95 Md.App. at 448 , 622 A.2d 140 . It explained: Due to the existence of the condition subsequent, the agreement was not enforceable until Commission approval. Indeed, under the workers’ compensation statute the parties were barred from entering into an immediately enforceable agreement.

Id. (emphasis in original). The court believed that, “[i]n sum ... the settlement agreement in this case was not merely a ‘proposed settlement agreement’ as [Joy] argue[s]....” Id. The court continued: Rather, we view the settlement agreement in this case, which was signed by both parties and jointly submitted to the Commission for approval, as a binding agreement that was to become enforceable upon subsequent Commission approval, or, in the alternative, the agreement would become void upon Commission disapproval.

Id. In reaching this decision the court relied heavily on Chernick v. Chernick, 327 Md. 470 , 610 A.2d 770 (1992). 95 Md.App. at 445-446, 448, 449-450 , 622 A.2d 140 . It disavowed Joy’s claim that under Safeway Stores v. Altman, 296 Md. 486 , 463 A.2d 829 (1983) and “numerous decisions in other jurisdictions,” that it may withdraw from the Agreement with or ⁶⁴¹ without cause prior to the Commission’s