B-Line Medical, LLC v. Interactive Digital Solutions, Inc.

WRIGHT, J. This appeal arises from a jury verdict in favor of appellee, Interactive Digital Solutions, Inc. (“IDS”), on counts of breach of contract, tortious interference with contract, and tortious interference with business relations. The jury awarded undifferentiated damages totaling $769,422 and on June 8, 2011, the Circuit Court for Howard County entered judgment against appellant, B-Line Medical, LLC (“B-Line”). On June 20, 2011, B-Line timely filed a Motion to Revise Judgment, a Motion for Judgment Notwithstanding the Verdict (“JNOV’), ²⁹ and a Motion for a New Trial. On July 28, 2011, the circuit court denied the motions.

On August 1, 2011, B-Line filed this appeal. Questions Presented B-Line asks us to determine: 1) Whether the judgment on plaintiffs contract claim must be reversed because (a) as a matter of law no work was subcontracted to B-Line in connection with the Ciarían Simulation Center under the Mutual Subcontract Agreement, and (b) the trial court failed to instruct the jury on the interpretation of contract provisions restricting competition under Maryland law? 2) Whether the judgment on the tortious interference with contract and business relations claims must be reversed because (a) the trial court’s jury instructions were contrary to Indiana law and Indiana’s civil pattern jury instructions; (b) as a matter of law IDS was not a third-party beneficiary of any contract or relationship between Ciarían Health Partners, Inc. (“Ciarían”) and AT & T Communications, Inc. (“AT & T”); (c) as a matter of law no valid and enforceable contract existed between Ciarían and AT & T at the time of the alleged “interference” and the jury instructions permitted the jury to speculate about the existence of an oral or implied contract contrary to the statute of frauds; (d) B-Line’s conduct was not “illegal” as a matter of law; and (e) IDS had no protected business relationship with Ciarían as a matter of law? 8) Whether the undifferentiated damages award must be vacated if any part of the judgment is reversed? IDS presents one issue on cross-appeal, which IDS asks us to address only if we remand the case for a new trial: 1) Whether the trial court erred in striking the Second Amended Complaint? Finding no error or abuse of discretion, we affirm the circuit court’s judgment.

As such, we need not address B-Line’s third question or IDS’s cross-appeal. ³⁰ Facts B-Line is a Maryland limited liability corporation that creates proprietary medical simulation software used to train medical and nursing students and other healthcare professionals. IDS is an Indiana corporation that creates and sells video networking products for use in interactive distance learning, web-based training, and other purposes as well as sells media distribution, consultation, installation, and maintenance services. On or about March 20, 2006, B-Line and IDS entered into a Mutual Subcontract Agreement (“MSA”), a teaming arrangement where the parties could bundle their services to sell as a package to prospective customers. The MSA was a nonexclusive agreement whereby either party could, but was not required to, contract with the other to provide services or materials in connection with a project in which the other party was involved.

Under the MSA, a project would be initiated when the “Prime,” or party entering a contract with a third-party, requested that the non-contracting party become the “Supplier” of goods and services under the contract. If either B-Line or IDS had a relationship with a third-party client, the other party was barred by the MSA from providing services to that client unless the party with the existing relationship consented in writing. Section 3.1.5 of the MSA states that “Supplier shall not provide any service directly to a client for solutions provided as a subcontractor to the Prime without written authorization from the Prime.” When the MSA was formed, B-Line was involved in two projects 1 for which it needed an audio-visual integrator, as was IDS. Pursuant to the MSA, because B-Line brought IDS into each of those two projects, B-Line was the Prime and IDS was the Supplier.

These projects were completed without any difficulties. ³¹ In the latter half of 2006, Ciarían, an Indiana non-profit corporation that owns and operates several hospitals and medical centers in Indiana, engaged in a joint venture with the Indiana University School of Medicine & School of Nursing (“IU”) to construct a new building for the medical and nursing schools containing a clinical skills simulation center (“Ciarían Simulation Center”). 2 In late 2006, AT & T, a corporation engaged in numerous communications activities, including extensive work with Ciarían, 3 submitted a proposal to Ciarían to design, implement, and support the Ciarían Simulation Center. AT & T had both an existing relationship with Ciarían and a teaming arrangement in place with IDS. In its proposal to Ciarían, AT & T included IDS as its subcontractor for the video simulation center portion of the project. In turn, IDS included B-Line as the provider of software in its proposal to AT & T. IDS’s proposal comported with § 14 of the MSA, which stated that B-Line appointed IDS as the exclusive distributor of its products to AT & T. On November 28, 2006, AT & T, IDS, and B-Line gave a presentation to Ciarían and IU representatives. 4 At the time of this presentation, Ciarían and IU were considering two software solutions—the one presented by the AT & T/IDS/B- ³² Line team, and one presented by another vendor.

In January 2007, AT & T, IDS, and B-Line made a second team presentation to Ciarían and IU representatives. It is undisputed that the purpose of the meetings was to sell B-Line’s software to Ciarían, who was already familiar with AT & T and IDS. On February 9, 2007, the Midwest regional sales representative for IDS, Zac Cook, was notified via phone call by Melody Korous, a Ciarían project manager, that Ciarían had selected the AT & T, IDS, and B-Line team. Cook then sent an e-mail to AT & T and B-Line stating that “[w]e were just awarded the project for the Clarian/IU Medical Clinical Skills & Simulation Center!!!” Dave Ramsay of B-Line responded, “Great news Zac!

Best I’ve heard in a while [sic]. Let me get back to you about our availability for the next meeting and who will be attending.” IDS subsequently engaged in planning and design work, including development of detailed floor plans for the Ciarían Simulation Center. From March 2007 until September 2007, B-Line worked with IDS to provide data, equipment lists, specifications, and requirements for IDS to incorporate into the plans. On May 15, 2007, Korous sent Cook an e-mail stating that Ciarían wanted to pay a retainer fee for the project.

On June 29, 2007, Ciarían faxed an executed Master Purchase Agreement and issued a written purchase order (“P.O.”) to AT & T, agreeing to pay $160,000 as a ten percent down payment on the then-estimated project cost of $1.6 million to compensate AT & T and IDS for the work performed between February and June 2007. AT & T then paid IDS $159,400 for its design services, which constituted Phase I in the Master Purchase Agreement. B-Line was to be paid under Phase II, when AT & T and IDS received a second purchase order from Ciarían. Lucas Huang, then-Chief Executive Officer of B-Line, testified that, with rare exceptions, it was normal for B-Line to “consult” and provide “advice during [the] whole [design] process” without being paid.

B-Line created the “detailed, room-by room equipment requirements that formed the basis for this Scope of Work ³³ document” comprising Phase II. B-Line reviewed and approved the completed design work in September and the completed designs were then provided to Ciarían. Cook testified that various departments within Ciarían and IU were contributing funds to the project’s budget, which caused delays in getting the P.O. for Phase II issued. Cook stayed in regular contact with Korous and Ciarían, and on November 8, 2007, Korous sent Bob Brake, the AT & T account executive assigned to Ciarían and IU, an e-mail stating that “although we have approved project, we can’t dedicate dollars until we know for sure where they’re coming from.

Once we have this figured out, we’ll get you to sign the contract. We plan to deliver the P[.]0[.] and contract at the same time.” On December 28, 2007, AT & T received a second P.O. from Ciarían for $1,890,000, the balance of the contract after the down payment for the design work was paid. The second P.O. encompassed the B-Line software modules, hardware, and corresponding services for implementation and contained the same Scope of Work document that was approved by B-Line in September 2007. The P.O. referenced Master Agreement No. 705568, which was signed between Ciarían and AT & T in 2004. 5 AT & T, to satisfy internal procedures, then submitted to Ciarían several addenda to the June 2007 Master Purchase Agreement it had with Ciarían, delaying the ordering of work under the second P.O. Meanwhile, problems arose between B-Line and IDS on a separate IU Nursing School project, where IDS was acting as the Prime and B-Line was the Supplier.

Succinctly, B-Line ³⁴ had continued to develop its software over the course of the year in other projects, necessitating the use of particular equipment that was outside of the Nursing School’s budget by $50,000. According to Mills, B-Line refused to accommodate the Nursing School’s budget by removing a module from its software. To resolve the problem, B-Line agreed to discount the software by $20,000 and IDS agreed to absorb the remaining $30,000 cost. On December 28, 2007, Huang sent an e-mail to other B-Line personnel, in which he proposed to send the following email to IDS: Enough.

B-Line Medical will do an additional discount of Twenty Thousand Dollars. No changes to existing software or commitments ... it is obvious that there is not a very good chemistry between our two organizations. 6 Moving forward, B-Line Medical desired [sic] not to be sold by I.D.S. and will not be a subcontract to I.D.S. This includes Ciarían. B-Line Medical will formally inform Ciarían, and it can decide to commit to B-Line Medical directly, or go with another vendor. Mills and Huang both testified that no one from B-Line informed IDS of the decision to terminate their relationship.

Mills testified that by January, he believed all the disputes between IDS and B-Line regarding the Ciarían Simulation Center project and the smaller IU Nursing School project had been resolved, while Huang testified that he was “furious” about the Nursing School problems. In January 2008, the problems escalated when, because of concerns with the AT & T proposed addenda to the contract, Ciarían assigned Vern Berridge to the Ciarían Simulation Center project. In January 2008, Berridge approached IDS with questions about the end-user licensing agreement for the B-Line software, and a meeting was held in which AT & T explained that the Master Contract ³⁵ between AT & T and Ciarían covered any issues. When Berridge still had questions about the B-Line software and a conference call could not be scheduled, IDS gave Berridge B-Line’s contact information so he could contact them directly for answers.

Berridge and Huang thereafter had numerous conversations regarding the project that did not involve IDS. Berridge expressed confusion about the relationship between IDS and AT & T, and concerns about IDS acting as the Prime on the project, which IDS and AT & T attempted to allay, but B-Line did not. An internal Ciarían e-mail from Don Helium, the construction manager on the Ciarían Simulation Center project, to Berridge dated January 28, 2008, stated: I understand we have a few details to work through before Ciarían is satisfied regarding the contract language for the AT & T and B-Line system. That being said and information coming as soon as Zac [Cook] can respond to your questions, can we get something started?

We have a P[.]0[.] cut by accounting for the entire amount we are spending on the AT & T Contract ($2,050,000). Berridge replied that he wanted to clarify each party’s roles before proceeding, and Helium responded by explaining that Ciarían had “paid for time spent regarding concepts and programming as a retainer ($160,000). [IDS] has been running the show with B-Line as backup, up to this point.” Berridge then replied in a January 30, 2008 e-mail to Helium that “[a]fter direct conversation with B-Line ... I am very apprehensive about current player arrangements in this implementation.” Huang testified that in his first conversations with Berridge, he told Berridge that the arrangement most likely to yield a successful project was one in which Ciarían contracted directly with B-Line for the software solution and separately with an AV integrator for the implementation. On January 29, 2008, Huang agreed with Berridge that B-Line and Ciarían would enter a direct agreement within forty-five days to provide Ciarían with a complete integrated solution of software, hard ³⁶ ware, and training.

Huang told Berridge that B-Line would validate the design work previously prepared by IDS and would reuse IDS’s work. By letter dated January 29, 2008, Huang offered for B-Line to take over AT & T and IDS’s role as Prime on the Ciarían Simulation Center project and asserted that B-Line had had “very little interaction” with Ciarían end users since the initial presentation meeting. Huang’s letter states that B-Line would assume the role of Prime on the Ciarían Simulation Center project at Clarian’s request and for a fee of five percent of the project cost. Huang’s proposal to Berridge indicates that B-Line would choose the AV integrator, stating in part: B-Line Medical’s wealth of knowledge and expertise has not been directly accessible by Ciarían Health by Ciarían Health end users and the current state of the overall system design may or may not reflect best in class simulation center design topology.

B-Line Medical takes a great deal of pride in every simulation center that it helps design, and wants to be a long term partner with Ciarían Health to insure that its new simulation center has the best in class AV and IT infrastructure to support simulation activities for the near and long term. Based on B-Line Medical’s experience, the most advantageous project structure involves B-Line Medical working very closely with Ciarían Health to do the following: 1. Meet with simulation center end users, IT team, architects, and project managers to refine and detail out short term and long term center-wide functionality. This includes review of work performed to date. 2.

B-Line Medical develops a budgetary proposal to deliver the desired functionality and adjusts the proposal to meet any budgetary constraints. 3. Review final design proposal with end-users to insure desired functionality is in place as well as infrastructure to support future enhancements as needed[.] ³⁷ 4. Create an AV bid package to be sent to multiple qualified AV integrators that will finalize detailed system design, and perform the necessary AV integration. 5. Require any of the AV integrator responders to come on-site to present their proposed solutions, review qualifications, and mutually select desired AV integrator. 6.

Ciarían to manage any final price negotiations with the AV [integrator as necessary[.] 7. Time line for the above items is 2 months in total. 1 month to create the bid package and 1 month to select the best AV [integrator. 8. Upon AV [integrator selection, work closely with the AV [integrator and construction project managers to insure that the fully operational system is delivered on-time for a September 2008 go-live date (barring any construction related delays)[.J 9. Timeline for implementation should be 150 to 180 days from date of AV [integration award. 10.

There is no cost for the above service, but B-Line Medical would request to be reimbursed for any travel expenses related to items 1-7 and request an initial deposit towards the purchase of B-Line Medical’s software solution. The deposit will be discounted from overall B-Line Medical software product pricing. In the e-mail sending the proposal, Huang reiterates that “although Ciarían is fine with using B-Line Medical as the overall software solution, given the magnitude of the AV project, it needs to be bid out to multiple AV vendors to [ejnsure Ciarían is getting the best value for its investment.” Additionally, on January 29, 2008, B-Line was having internal discussions about sending a non-disclosure agreement (“NDA”) to Berridge. B-Line President, Chafic Kazoun expressed his concern in an e-mail to Huang, stating, “[y]ou do realize that if he sends this around his team, someone on his team probably has a relationship with IDS which means no ³⁸ matter what he does it will very likely get back to IDS.

What guarantee do we have that it won’t?” David Ramsay, in an email to Huang, suggested “[i]f they [Ciarían] are willing to sign an NDA on this delicate issue, take them up on it. A bit embarrassing up front, but could save us a lawsuit.” B-Line included a NDA with its proposal to Ciarían, but the NDA was never signed. On January 30, 2008, a few hours after Berridge sent an email to Helium asking for “input before making this change” and expressing his “apprehension,” Berridge sent an e-mail to Huang agreeing to replace AT & T and IDS with B-Line. Berridge’s e-mail states, “I believe I have what I need to make this change official by mid-next week---- To be clear on Clarian’s desires with B-Line Medical, we would like B-Line to be responsible for ensuring the overall successful implementation of the project and include that cost in your overall solution price.” On January 31, 2008, Korous e-mailed Berridge the following: I respect your review and understand the direction you are headed.

However, please be careful in making the claim below about IDS. You need to know and understand that one of the compelling reasons the operations group (and steering committee) chose B-Line last year was because they were partnered with a local company that would be readily available to our group to help implement our needs >and to provide annual service support. This is oné of the reasons we didn’t go with our competitors—EMS, because they did not have a local partner on board for our center. This claim really concerns me because the group has been more than pleased with working with IDS and feels that we have been able to come up with the best solution for our Center.

David Boyer was also a strong advocate for the B-Line/IDS partnership as he has worked with IDS in the past and highly recommended them for our group. I can’t speak to AT & T, but have been more than pleased with working directly with IDS on our solution. ³⁹ Korous testified in her deposition, which was presented to the jury, that she was concerned that Berridge’s actions would result in the operations group having to start the design process over again and delay opening. Korous further testified that her concerns were unwarranted because, as discussed below, B-Line took the detailed Scope of Work document prepared by IDS, presented it to Ciarían, and then provided that document to other vendors. On February 6, 2008, Brake sent an e-mail to Korous explaining that while they were separate companies, IDS was AT & T’s exclusive partner and that AT & T was the warrantor of the work performed by both IDS and B-Line.

This email was in response to Berridge’s concerns that IDS was a small company, and that Ciarían would be unable to recover from IDS should something go wrong with the project. Brake stressed that Berridge could not “alter the relationship” and that because AT & T brought B-Line into the opportunity, B-Line was prevented by the agreement it had with IDS from changing its status as Supplier. On February 20, 2008, Brake sent an e-mail to Berridge clarifying the relationship of the parties, reminding Berridge that the roles were defined in the 2007 Request for Proposal and 2007 presentations, reiterating IDS’s existing relationships with AT & T and Ciarían, and stating that “[ajsking us to clarify those roles and to work with you to insure you get the best solution possible is welcomed. To ask us at this late date to redefine the partnership or attempts to unhook our relationship are not acceptable.” On February 20, 2008, Mills stated in an e-mail to B-Line that “[Huang] has confirmed that he has not heard from [Berridge] working with Clarion [sic] directly and [Berridge] evidently told [Huang] that the customer was frustrated with us, we have followed up with them and they have told us that this is not the case that [ ] their real frustration is internally with [Berridge].” E-mails between Brake and Huang on February 20, 2008, show that Huang disagreed that AT & T was responsible for bringing B-Line into the project, but Huang states that “[B-Line] will continue to stay out of the matter out of respect for the partnership and I hope you are ⁴⁰ successful in convincing Ciarían to move ahead.” Mills also requested a conference call with Berridge and B-Line to clarify what IDS was working on.

Within B-Line, Ramsay emailed Huang, stating, “I would go ahead and participate at this point. We have made our position very clear. No need to get into an all out war if this ends up going ahead as planned.” IDS was continuing to try and work with Ciarían to resolve any confusion regarding its ability to perform the contract. IDS was also still communicating with B-Line regarding design changes and sending documentation to B-Line.

On February 23, 2008, Brake was reassuring Berridge that B-Line was responsible for the design and would have a prominent role in the implementation stage of the project. IDS was unaware that in February or early March 2008, B-Line entered formal negotiations with Ciarían, resulting in a written Purchase Agreement between B-Line and Ciarían that excluded AT & T and IDS. 7 On March 5, 2008, Brake met with Berridge and Clarian’s Chief Information Officer, which resulted in AT & T agreeing that Ciarían would enter into a separate contract with B-Line for its software and a separate contract with AT & T for the integration work, essentially “two separate primes and no subs.” On March 6, 2008, Brake relayed this to Huang, who responded that “[t]his is very good news. We are very comfortable with this arrangement. I hope you feel the same.

Please let me know if there is anything I need to do to help make this arrangement work.” On March 10, 2008, IDS removed B-Line’s products from the proposed scope of work and updated the pricing for AT & T’s contract with Ciarían. On March 19, 2008, Ciarían held a meeting with B-Line regarding the new arrangement. In an e-mail on the same day, Korous stated that “B-Line is going to take our original Scope of Work document from IDS and make some additional refinements.” Brake e-mailed Huang several times between ⁴¹ April 16 and 22, 2008, regarding submitting final contracts to " ¿trian, which Huang did not answer. 8 By April 17, 2008, B-Line had submitted a final proposal, proposed contract, and a proposed statement of work to Ciarían that did not include AT & T and IDS. An e-mail from Berridge to B-Line on April 25, 2008, states that he was expecting B-Line to act as the Prime for the project. 9 B-Line’s response, while stating that it was “comfortable with AT & T/IDS’s approach and total figures,” also states that “we can provide equipment lists, qualified AV vendors and help with the selection process.” The following email exchange then occurred.

Berridge replied: I would like B-Line to both provide other potential implementer’s [sic] we should be looking at as well as to agreed [sic] upon whoever we contract with. I understand B-Line’s desire not to carry the equipment but again, Ciarían desires a complete solution. It would do us no good if the software is working but the hardware is not talking. We really want to ensure tight integration between B-Line and the hardware implementer.

B-Line then responded: That is certainly a fair request. We always work extremely hard at the software to hardware integration regardless of the AV vendor as that is what our system’s success hinges on, but moving ahead with a known vendor, whether it is AT & T/IDS or someone else is a big plus. We are happy to facilitate the bid process and will pass everything directly through to you but we ask that our contract get executed before initiating this process. Several days later, Berridge stated: Ciarían will need to see and approve the total cost of the solution at one-time.

Our management will not approve ⁴² pieces and parts of the solution individually. We must provide at least two bid’s [sic] on the hardware for the solution. I understand that IDS is providing one bid, I’m expecting that B-Line will to [sic] provide one additional bona fide bid for the hardware. However, IDS was unaware of the bid process until May 15, 2008, at which point Brake requested a copy of the bid from Berridge and Huang.

Later that day, Huang e-mailed Mills and Brake with “the bid package that I sent out to the AV Integrators 2 days ago.” Berridge responded to Brake: While I was not aware of a bid having already been done for this work (would you please send me a copy of the first bid?), please find attached the scope of work we have asked others to provide a bid. This is a Ciarían initiated and managed bid process, so please feel free to contact me directly with any questions concerning either the SOW or the bid process. As I’ve indicated previously, Ciarían has asked that all final bids be in to us no later than the close of business on May 23[rd]. Please let me know if AT & T plans to provide an alternative proposal to what Ciarían received from AT & T on May 7th.

Upon receiving the bid package, AT & T notified Ciarían that proprietary IDS pricing and design information was being disclosed to potential vendors in the package. While protesting that Ciarían had already awarded it the Ciarían Simulation Center project, AT & T submitted a bid and was chosen along with two other vendors to present its bid to Ciarían on July 15, 2008. After AT & T submitted its bid, Berridge sent Korous an email stating that “[t]he only bidder which provided both functional and upgrade pricing was Bidder # 1 (AT & T) given their long term engagement with the committee.” Korous testified that Berridge was referencing how AT & T “knew our solution the most and had the ... best understanding of our scope of work compared to the other bidders.” ⁴³ On July 10, 2008, Brake asked Huang to endorse AT & T. Brake stated that “[fjurther investigation seems to point to [Berridge] trying to steer this to Electro Evolutions. To my knowledge they have never done a Sim Center and I think it will be a bad result for everyone involved.” B-Line responded with the following e-mail for AT & T to include in their presentation: To the Evaluation Committee: B-Line Medical has had a good working relationship with AT & T, and looks forward to working with AT & T on many future projects.

AV firms that have working knowledge of B-Line Medical software and hardware technologies are able to reduce the number of issues encountered during an installation. After the presentation, Brake sent Huang an e-mail stating “thanks for the endorsement. Our presentation went very well. The dynamics in the room were veiy evident. [Berridge] is pushing for E Evolutions and the rest of the selection committee seems very frustrated that this process was even required.” An internal Ciarían e-mail dated July 22, 2008, to Berridge explaining a cost-saving measure questioned by Huang that IDS had incorporated into its bid, states that “[t]hese cuts were gained through the meetings with end users----Bottom line, there is no technical issue with AVS’[s] design vs IDS’[s] design.

It simply demonstrates that IDS has had an advantage in the multiple meetings they had with the implementation team.” On August 12, 2008, Korous told another Ciarían employee via e-mail that Ciarían was “heading in the direction of AVS dependent upon final contract agreement. We are not making a formal announcement until we have the contract signed with them. IDS will not be informed until this time.” Brake was notified by Berridge on October 3, 2008, that AT & T and IDS were not awarded the project. On January 22, 2010, IDS filed a complaint in the circuit ⁴⁴ court and filed an amended complaint on June 2, 2010. 10 In both complaints, IDS alleged that B-Line had breached the MSA, citing § 3.1.5.

IDS further alleged that B-Line interfered with the contract between Ciarían and AT & T, where IDS was a disclosed intended beneficiary of that contract, and that B-Line interfered with economic relations. Following a seven-day trial that began on May 23, 2011, the jury returned a verdict in favor of IDS on all counts, and awarded undifferentiated compensatory damages of $769,422. Judgment in that amount was entered on June 6, 2011. On June 20, 2011, B-Line filed a Motion to Revise Judgment, a Motion for JNOV, and a Motion for New Trial along with a Motion to Stay Enforcement of the Judgment pending the resolution of the other motions.

All motions were denied by the circuit court on July 29, 2011. On August 1, 2011, B-Line noted its appeal to this Court and on August 11, 2011, IDS filed its cross-appeal. Additional facts will be provided as necessary, in the relevant sections, below. Discussion The case sub judice contains both contract and tort claims.

B-Line contends that the evidence adduced at trial was legally insufficient to support the jury’s verdict. We shall examine each claim in turn. I. Standard of Review This Court recently expressed the applicable standard of review as follows: The standard of review of a question of the sufficiency of the evidence is de novo. Polk v. State, 378 Md. 1, 7-8 , 835 A.2d 575 (2003).

In a civil case, the evidence is legally sufficient to support a finding in support of the prevailing party if, on the facts adduced at trial viewed most favorably ⁴⁵ to that party, any reasonable fact finder could find the existence of the elements of the cause of action by a preponderance of the evidence. Hoffman v. Stamper, 385 Md. 1, 16 , 867 A.2d 276 (2005). In a jury trial, the quantum of legally sufficient evidence needed to create a jury question is slight. Id.

If there is legally sufficient evidence to support a finding in favor of the party bearing the burden of proof, it would be error on the part of the trial judge to grant a motion for judgment in favor of the opposing party and withhold the case from the jury for decision. The standard of review of a court’s denial of a motion for JNOV is the same as the standard of review of a court’s denial of a motion for judgment at the close of the evidence, i.e., whether on the evidence presented a reasonable fact-finder could find the elements of the cause of action by a preponderance of the evidence. Washington Metro. Area Transit Autho. v. Djan, 187 Md.App. 487, 491-92 , 979 A.2d 194 (2009).

The standard of review of the denial of a motion for new trial is abuse of discretion. Miller v. State, 380 Md. 1, 92 , 843 A.2d 803 (2004). Univ. of Md. Med. Sys.

Corp. v. Gholston, 203 Md.App. 321, 329 , 37 A.3d 1074 (2012) (affirming trial court’s assessment that evidence was sufficient to present to the jury). Abuse of discretion has been found: where no reasonable person would take the view adopted by the trial court, when the court acts without reference to any guiding rules or principles or rules on untenable grounds, and where the ruling does not logically follow from the findings upon which it supposedly rests or has no reasonable relationship to its announced objective. Abrishamian v. Barbely, 188 Md.App. 334, 342 , 981 A.2d 797 (2009), cert. denied, 412 Md. 255 , 987 A.2d 16 (2010) (internal quotations and citation omitted). “We do not disturb a trial court’s discretionary ruling simply because we would not have made the same ruling.” Id. (citing King v. State, 407 Md. 682, 697 , 967 A.2d 790 (2009)).

Further, ⁴⁶ [bjecause the exercise of discretion under these circumstances depends so heavily upon the unique opportunity the trial judge has to closely observe the entire trial, complete with nuances, inflections, and impressions never to be gained from a cold record, it is a discretion that will rarely, if ever, be disturbed on appeal. Titan Custom Cabinet, Inc. v. Advance Contracting, Inc., 178 Md.App. 209, 231 , 941 A.2d 547 (2008) (quoting Buck v. Cam’s Broadloom Rugs, 328 Md. 51, 59 , 612 A.2d 1294 (1992)).

II

Breach of Contract Claim The elements of a contract are offer, acceptance, and consideration. See Peer v. First Fed. Sav. & Loan Ass’n, 273 Md. 610, 614 , 331 A.2d 299 (1975). B-Line argues as to its first question that no contract was formed between itself and IDS pursuant to the MSA, and therefore no breach could have occurred. According to B-Line, in order for a contract to exist between itself and IDS, a purchase order had to be issued by IDS to B-Line, along with an Exhibit A, in connection with the Ciarían project.

B-Line asserts that because neither a P.O. nor an Exhibit A were issued, no subcontract existed. Further, B-Line argues that IDS had no contractual relationship with Ciarían, either directly or as a third-party beneficiary to a contract between AT & T and Ciarían, an argument we address in Section III, below. IDS responds that it was the Prime on the Ciarían project because it identified and developed the opportunity before bringing B-Line into it, and that B-Line ignored key provisions in the MSA that create a contract between the parties once they begin to engage in the creation of a Scope of Work document. IDS argues that the MSA only requires a P.O. for payment purposes, not for contract formation purposes, and that an Exhibit A is only required if the parties want to alter the MSA’s default payment terms.

Moreover, IDS argues that B-Line fails to address the reason why no P.O. was ordered for the Ciarían project—because B-Line successfully induced Ciarían to remove IDS from the project. The MSA states, in its first section: ⁴⁷ Whenever either party desires the other party (the “Supplier”) provide Services or Material for a client solution (the “Project”) for the requesting party (the “Prime”). The Prime will engage resources of Supplier to prepare a “Proposal” and a detailed comprehensive “Scope of Work” letter which will describe the Services to be performed, and any equipment, material, hardware, or software (the “Material”) to be provided by Supplier which together with the location^) at which the Services are to be performed. The MSA does not call for payment or P.O.s during the preparation of the proposal or Scope of Work document, and in fact requires the Supplier and Prime to each fulfill their respective duties in preparing each at their own expense.

Under a separate “Payment” section of the MSA, the Supplier is required to invoice the Prime after services have been provided or products have been shipped. Section 4.3 in the “Payment” section sets a default payment schedule and states “please also refer to Exhibit A for specific pay term.” No part of the MSA requires a P.O. or an Exhibit A to be issued in order to create a contract under the MSA. B-Line signed the MSA in March 2006. B-Line cites Peoples Drug Stores, Inc. v. Fenton Realty Corp., 191 Md. 489 , 62 A.2d 273 (1948), in support of its argument that no contract was formed between itself and IDS because of the lack of P.O. and Exhibit A in connection with the Ciarían project.

B-Line ignores the following language from Fenton, however: If ... it appears that the parties, although they agreed upon all the terms of the contract, intended to have them reduced to writing and signed before the bargain should be considered complete, neither party will be bound until that is done, as long as the contract remains without any acts done under it on either side. Id. at 494 , 62 A.2d 273 (citations omitted) (emphasis added). Under Fenton, once B-Line and IDS began to act under the terms of the MSA, which as discussed, is not limited to issuing a P.O. or Exhibit A, a contract exists. ⁴⁸ The record is replete with evidence, including extensive testimony by Korous and Cook, that IDS offered to bring 13-Line into the Ciarían project, B-Line agreed to work with IDS on presenting its products as part of a comprehensive solution marketed by AT & T, 11 and that B-Line had consented to IDS acting as Prime on the Ciarían project and had begun to work with IDS in the capacity of Supplier by participating in the design work to create the Scope of Work. A reasonable person could find that the conduct of the parties in 2006 and early 2007 indicated the existence of a contract.

B-Line argues that the lack of a P.O. indicates that IDS had only “a general willingness to engage B-Line if IDS received some future purchase order from AT & T” and therefore no contract was formed. In support of this contention, B-Line cites Md. Supreme Corp. v. Blake Co., 279 Md. 531 , 369 A.2d 1017 (1977). Blake is distinguishable from the case at hand because Blake involved the sale of goods and was therefore governed by the Uniform Commercial Code (“UCC”), whereas the contract between IDS and B-Line was mixed, involving services and goods, and the part of the contract performed was for services. Blake is instructive, however, in that the Court of Appeals stated that even under the UCC, a basic principle is that a “contract may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such a contract ... even though the moment of its making is undetermined.” Id. at 541 , 369 A.2d 1017 .

The Blake Court further reasoned that “the conduct of the parties, particularly that of Supreme in delivering concrete and that of Blake in accepting and paying for it, recognized the existence of a contract. There being legally sufficient evidence for the court as the trier of fact to find that Blake accepted Supreme’s offer, that judgment on the evidence was not clearly erroneous.” Id. at 542 , 369 A.2d 1017 . Similarly, ⁴⁹ in the instant case, the jury heard testimony that B-Line provided design services before Ciarían issued any P.O. to AT & T, in accordance with B-Line’s regular practice, and B-Line did not request a P.O. from IDS until after Ciarían had paid $160,000 to AT & T and signed the Master Purchase Agreement for the design and implementation stages of the project, when AT & T had a contract for the entire project. The evidence presented by IDS was sufficient to make the issue of existence of a contract between IDS and B-Line a jury question.

The record contains sufficient evidence for a reasonable jury to find as it did. Accordingly, the trial court did not err or abuse its discretion in denying B-Line’s Motion for Judgment at the close of the evidence, Motion for JNOV, or Motion for a New Trial on the ground of legally insufficient evidence.

III

Tortious Interference with Contract and Business Relations Claims A. Elements of the Claims Maryland follows the principle of lex loci delicti, meaning that Maryland courts apply the substantive tort law of the state where the “injury—the last event required to constitute the tort occurred.” Erie Ins. Exch. v. Heffernan, 399 Md. 598, 620 , 925 A.2d 636 (2007). Here, all the conduct related to the tort occurred, with regard to any interaction with Ciarían, in Indiana. Therefore, the trial court correctly concluded that Indiana tort law governs the tortious interference claims.

Under Indiana law, the elements of tortious interference with contract or business relations are basically the same. Both require 1) the existence of a valid and enforceable contract or business relationship; 2) the defendant’s knowledge of the contract or relationship; 3) the defendant’s intentional inducement of the breach of contract or interference with the relationship; 4) the absence of justification; and 5) damages resulting from the wrongful interference. Bragg v. ⁵⁰ City of Muncie, 930 N.E.2d 1144, 1147-48 (Ind.Ct.App.2010) (citations omitted); Geiger & Peters, Inc. v. Berghoff, 854 N.E.2d 842, 852-53 (Ind.Ct.App.2006) (citations omitted). In order to establish an absence of justification for the interference, a plaintiff must demonstrate that “the interferer acted intentionally, without a legitimate business purpose, and the breach is malicious and exclusively directed to the injury