BAA, PLC v. Acacia Mutual Life Ins. Co.

ELDRIDGE, J. The principal issue in this case is whether Maryland’s statutory accountant-client privilege 1 recognizes an exception for fraud in an action under the Maryland Uniform Fraudulent Conveyance Act. 2 The case also presents the issues of whether the accountant-client privilege was waived and whether goodwill may be considered an asset in assessing an entity’s ¹⁴⁰ solvency under the Maryland Uniform Fraudulent Conveyance Act. BAA, pic (“BAA”) and World Duty Free, pic (“World” or, collectively, “BAA”), petitioners and cross-respondents, argue that no such fraud exception to the accountant-client privilege exists because the statutory enumeration of exceptions does not include a fraud exception. In addition, BAA asserts that the Court of Special Appeals erred when it concluded that the word “assets” in the Fraudulent Conveyance Act does not encompass goodwill. The respondent and cross-petitioner corporate investors (the “Noteholders”) are creditors of Duty Free International which was a subsidiary of BAA. 3 The Noteholders contend that, like the common law attorney-client privilege, the accountant-client privilege contains a fraud exception, and that the exception encompasses “fraud” within the meaning of the Fraudulent Conveyance Act.

The Noteholders also assert that BAA waived the accountant-client privilege, thereby entitling the Noteholders to discovery of the accountant’s work papers. Furthermore, the Noteholders argue that the Court of Special Appeals correctly held that goodwill should not be considered an asset because Duty Free’s goodwill had no present fair market value. We shall hold that the accountant-client privilege does not recognize an exception for fraud in an action under the Fraudulent Conveyance Act. In addition, we shall reject the Noteholders’ waiver arguments.

We shall also conclude that goodwill may be considered an asset in analyzing solvency under the circumstances presented in this case. I. BAA, the corporate successor of the British Airport Authority, owns and manages airports, airport retail ventures, and ¹⁴¹ many related businesses, including duty-free shops. World is a wholly owned subsidiary of BAA, and is a holding company for BAA’s duty-free businesses around the world. In 1994, Duty Free was a publicly traded Maryland corporation in the business of selling duty-free goods at international airports and other locations.

Duty Free issued $115 million in notes in 1994 to raise capital for its operations. The notes paid interest at the rate of 7 percent, in semi-annual installments, with the principal obligation on the notes becoming due in January 2004. The respondents/cross-petitioners, the Note-holders, purchased $109,235,000 of the notes issued by Duty Free. 4 In 1997, BAA purchased all of the outstanding stock of Duty Free for $24 per share. To effectuate the acquisition of Duty Free, BAA formed a new company, W & G Acquisition Corporation (“W & G”), as a subsidiary of World.

BAA made a noninterestbearing loan to World of $662 million. In turn, World provided W & G with $225 million in equity capital, and turned over the remaining $437 million to W & G in the form of an interest bearing promissory note. W & G used the combined $662 million (the “Acquisition Debt”) to purchase Duty Free’s stock. W & G and Duty Free were then merged, with the result that Duty Free (the entity surviving the merger) became liable to BAA for the Acquisition Debt.

By June of 2000, BAA decided to sell Duty Free. BAA hired the accounting firm of Deloitte & Touche to prepare an audit of Duty Free’s financial condition. BAA entered into negotia ¹⁴² tions for the sale of Duty Free with businessmen Simon Falic, Leon Falic, and Jerome Falic, who were brothers. The Falics hired the accounting firm of Arthur Andersen, LLP, to investigate Duty Free’s assets.

Arthur Andersen contacted Deloitte & Touche to review various work papers and documents prepared in connection with the latter’s audit of Duty Free. Deloitte & Touche contacted Duty Free and BAA for permission to disclose the work papers and documents. BAA granted permission on the condition that the Falics and Arthur Andersen sign a confidentiality agreement regarding the information obtained from the review of the working papers. The Falics and Arthur Andersen agreed to this condition and signed the confidentiality agreement.

In August 2001, BAA reached an agreement in principle with the Falics for the sale of Duty Free, at a purchase price of $175 million, with the Falics assuming the $115 million obligation on the 1994 notes and paying the remaining $60 million in cash. The effect upon travel-related business resulting from the terrorist attacks on September 11, 2001, however, substantially impacted the value of Duty Free. Furthermore, there apparently may have been some misunderstanding among the parties concerning the August 2001 tentative agreement. Consequently, the Falics reduced their offer to $6 million, structured such that $5,999,999 was allocated to repayment of a portion of the balance of the Acquisition Debt and $1.00 was paid for Duty Free’s stock.

BAA accepted the Falics’ offer, and a Purchase Agreement was entered into. Under the Purchase Agreement, the Falics did not personally assume the obligation under the 1994 notes, but the obligation remained with Duty Free.

II

In April 2002 the Noteholders filed, in the Circuit Court for Anne Arundel County, this action against BAA, World, Duty Free and the Falics. The Noteholders’ complaint, as amended, contained three counts alleging “Violation[s] of the Maryland Fraudulent Conveyance Act,” Code (1975, 2005 Repl. ¹⁴³ Vol.), §§ 15-201 et seq. of the Commercial Law Article. 5 Other counts of the amended complaint asserted, inter alia, “Conspiracy,” “Common Law Fraud” solely against BAA, and “Breach of Fiduciary Duty.” 6 The relief requested included “[s]etting aside the transfer of any property or assets conveyed between or among defendants,” compensatory damages, punitive damages, and a declaratory judgment. The plaintiffs also demanded a jury trial. Prior to the submission of the case to the jury, the plaintiffs withdrew the ¹⁴⁴ “conspiracy” count and the request for a declaratory judgment.

Subsequently, they have indicated that their “claims” are limited to alleged violations of the Fraudulent Conveyance Act and “Breach of Fiduciary Duty.” 7 In essence, both in their amended complaint and at trial, the Noteholders contended that the various transactions involving Duty Free had been without fair consideration and had rendered Duty Free insolvent, thereby avoiding liability on the 1994 notes. 8 More specifically, the Noteholders asserted that Duty Free’s incurrence of the $437 million Acquisition Debt and the subsequent repayment of $187 million of that debt constituted fraudulent conveyances because of a lack of fair consideration and because they made Duty Free insolvent. Prior to trial, the Noteholders had served a subpoena on Deloitte & Touche, seeking documents associated with Deloitte & Touche’s audit of Duty Free. Some documents were produced and others were withheld based on the statutory accountant-client privilege set forth in Maryland Code (1974, 2006 Repl.Yol.) § 9-110 of the Courts and Judicial Proceeding Article. Section 9—110(b) states in pertinent part: “§ 9-110.

Privileged communications—Accountants .... “(b) In general.—Except as provided in subsections (c) and (d) of this section or unless expressly permitted by a client or the personal representative or successor in interest of the client, a licensed certified public accountant or firm may not disclose: ¹⁴⁵ (1) The contents of any communication made to the licensed certified public accountant or firm by a client who employs the licensed certified public accountant or firm to audit, examine, or report on any account, book, record, or statement of the client; (2) Any information that the licensed certified public accountant or firm, in rendering professional service, derives from: (1) A client who employs the licensed certified public accountant or firm; or (ii) The material of the client. (c) jDisclosures.—(1) A licensed certified public accountant or firm may disclose any data to another certified public accountant or firm that conducts a quality review. (2) The disclosure permitted by paragraph (1) of this subsection: (i) Does not waive the privilege required by subsection (b) of this section; and (ii) Subjects a licensed certified public accountant or firm that conducts a quality review to the same duty of confidentiality applicable to the licensed certified public accountant or firm undergoing the quality review. (d) Exceptions.—The privilege against disclosure required by subsection (b) of this section does not affect: (1) The bankruptcy laws; (2) The criminal laws of the State; or (3) A regulatory proceeding by the State Board of Public Accountancy under §§ 2-317 and 2-412 of the Business Occupations and Professions Article.” After the refusal to produce certain documents, the Note-holders filed in the Circuit Court a motion to compel production, stating that a “fraud exception” to the accountant-client privilege had been recognized by the Court of Special Appeals in Dixon v. Bennett, 72 Md.App. 620 , 531 A.2d 1318 (1987), cert. denied, 311 Md. 557 , 536 A.2d 664 (1988), and that the exception was applicable.

The Noteholders also argued that ¹⁴⁶ BAA had waived the privilege in various ways. BAA, Deloitte & Touche and Duty Free opposed the motion, arguing that the Noteholders had not made an evidentiary showing of fraud and that there had been no waiver. In opposing the motion to compel, BAA also pointed out that the statute does not contain a “fraud exception” and that this Court had never recognized a “fraud exception” to the accountant-client privilege. The Circuit Court denied the motion to compel without comment.

Before the case was submitted to the jury, the Noteholders requested that the court instruct the jury on insolvency as follows: “In considering whether Duty Free was insolvent, you should consider the total amount of its assets and liabilities as of the time of the transaction. Goodwill is an intangible asset that has no liquidation or going concern value and, therefore, you must not consider goodwill in evaluating the solvency of Duty Free.” The Circuit Court refused to give this instruction and, instead, gave instructions to the jury making no reference to goodwill: “You have heard the term insolvency in his case. A person is insolvent if the present fair market value of his assets is less than the amount required to pay his probable liability on his existing debts as the[y] become absolute and matured.” “In considering whether, in this case, Duty Free was insolvent, you should consider the total amount of its assets and liabilities as of the time of the relevant transactions.” The second sentence of the Circuit Court’s instructions reflects the language of the Fraudulent Conveyance Act, § 15-202. 9 The jury returned a verdict in favor of BAA and World on all counts of the amended complaint. ¹⁴⁷ The Noteholders appealed to the Court of Special Appeals, raising three issues. The Noteholders contended that the trial judge incorrectly denied their motion to compel the production of documents protected by the accountant-client privilege because the accountant-client privilege contains a fraud exception and that they had made “a prima facie showing that fraud had occurred.” The Noteholders also argued that the trial judge erred because BAA had waived the accountant-client privilege.

Finally, they claimed that the trial judge incorrectly rejected their proposed jury instruction requiring that the jury ignore goodwill as an asset for the purpose of making the solvency assessment. The Court of Special Appeals, in an unreported opinion, “vacated” the judgment and “remanded” the case to the Circuit Court. Regarding the Noteholders’ motion to compel, the Court of Special Appeals relied on its recognition, in Dixon v. Bennett, supra, 72 Md.App. at 638-643 , 531 A.2d at 1327-1329 , of a fraud exception to the accountant-client privilege. The intermediate appellate court quoted its earlier language from Dixon , reasoning that “[t]he rationale supporting the Federal [Courts’] repudiation of the attorney-client privilege under fraudulent circumstances is equally persuasive when applied to the accountant-client privilege.” 72 Md.App. at 640 , 531 A.2d at 1328 .

According to the Court of Special Appeals, to overcome a claim of accountant-client privilege under this judicially-created fraud exception, there must be “a prima facie showing that the advice related to the documents sought has been obtained in furtherance of a fraudulent activity, ... or the presentation of a reasonable basis for believing that the object was fraudulent.... The burden then shifts to the responding party to rebut the prima facie case.” 72 Md.App. at 642 , 531 A.2d at 1329 . The Court of Special Appeals indicated that the Noteholders’ allegations in their amended complaint satisfied the requirements of Dixon to overcome BAA’s claim of privilege. The appellate court, however, rejected the Noteholders’ contention that BAA had waived the privilege.

The Court of Special Appeals concluded its discussion of the privilege issues as follows: ¹⁴⁸ “In the event that, upon remand, appellants again move to compel production of the documents in question, the court must properly determine whether appellants have again presented a prima facie showing of fraud and, if so, must require appellees to bear their burden of rebutting that showing. In the event that appellees fail to rebut the showing, it will be necessary for the trial court to conduct an in camera review of the materials in question in order to ensure that confidential communications that are irrelevant to the issues at hand are not needlessly revealed.” As to the issue of goodwill, the Court of Special Appeals stated that the trial court should have granted the Noteholders’ requested instruction which expressly precluded the jury from considering goodwill in the solvency analysis. The intermediate appellate court said that goodwill does not have any “present fair market value” within the meaning of § 15-202(a) of the Fraudulent Conveyance Act. Citing the testimony of expert and lay witnesses that goodwill cannot be separately bought, sold or borrowed against, the court concluded that goodwill does not possess any fair market value. 10 ¹⁴⁹ BAA filed a petition for a writ of certiorari, presenting the following questions: “1.

Does Maryland recognize a fraud exception to the statutory accountant-client privilege set forth in § 9-110 of the Courts and Judicial Proceedings Article? 2. If a fraud exception exists, may it be invoked on the basis of allegations, rather than evidence, of fraud? 3. Are intangible assets such as goodwill ‘assets’ within the meaning of Md.Code ... § 15-202(a)?” The Noteholders filed both an answer and a separate conditional cross-petition for a writ of certiorari. The cross-petition presented the single question of “[w]hether the Court of Special Appeals erred in holding that BAA had not waived the accountant-client privilege.... ” This Court granted both the petition and the cross-petition.

BAA v. Acacia, 393 Md. 242 , 900 A.2d 749 (2006). 11 III. We shall first address the question of whether the statutory accountant-client privilege contains a “fraud exception” applicable in civil actions such as the instant case. 12 ¹⁵⁰ As previously indicated, the accountant-client privilege is entirely a creature of statute in Maryland. Unlike the attorney-client privilege, Maryland common law does not recognize an accountant-client privilege. Sears v. Gussin, 350 Md. 552, 562 , 714 A.2d 188, 192-193 (1998) (“At common law, no accountant-client privilege existed ... ”).

See In re Special Investigation No. 236, 295 Md. 573, 577 , 458 A.2d 75, 76-77 (1983), tracing the history of the accountant-client privilege in Maryland and pointing out that the privilege is completely statutory, having its genesis in Ch. 585 of the Acts of 1924. The statute creating the accountant-client privilege specifically addresses the matter of exceptions in § 9-110(d) of the Courts and Judicial Proceedings Article, stating: “(d) Exceptions.—The privilege against disclosure required by subsection (b) of this section does not affect: (1) The bankruptcy laws; (2) The criminal laws of the State; or (3) A regulatory proceeding by the State Board of Public Accountancy under §§ 2-317 and 2-412 of the Business Occupations and Professions Article.” ¹⁵¹ The invocation of the privilege in this civil action under the Fraudulent Conveyance Act clearly does not “affect” the bankruptcy laws, Maryland’s “criminal laws,” or a regulatory proceeding by the State Board of Public Accountancy. While in some other contexts there might be a degree of ambiguity in the statute because of the word “affect,” the language of § 9-110(d) plainly makes the exceptions inapplicable in a non-bankruptcy, non-criminal, and non-regulatory Accountancy Board proceeding, where neither the bankruptcy laws nor the criminal laws nor §§ 2-317 and 2-412 of the Business Occupations and Professions Article are involved. Directly on point is the often-repeated principle that “[w] e neither add nor delete words to a clear and unambiguous statute to give it a meaning not reflected by the words the Legislature used or engage in forced or subtle interpretation in an attempt to extend or limit the statute’s meaning.” Taylor v. NationsBank, N.A., 365 Md. 166, 181 , 776 A.2d 645, 654 (2001).

See, e.g., Lamone v. Capozzi, 396 Md. 53, 72 , 912 A.2d 674, 685 (2006) (“this Court ... first will look to the ‘normal, plain meaning of the language,’ and, if the language is clear ..., it will not look past those terms,” quoting Bienkowski v. Brooks, 386 Md. 516, 536 , 873 A.2d 1122, 1134 (2005)); Stoddard v. State, 395 Md. 653, 668 , 911 A.2d 1245, 1254 (2006) (“When interpreting a statute, the ‘ordinary, popular understanding of the English language dictates interpretation of its terminology,’ ” quoting Walzer v. Osborne, 395 Md. 563, 572 , 911 A.2d 427, 432 (2006)); Blake v. State, 395 Md. 213, 224 , 909 A.2d 1020, 1026 (2006); Sears v. Gussin, supra, 350 Md. at 562 , 714 A.2d at 192 (“The words of the statute [there the statute enacting the accountant-client privilege] should be given their ordinary and commonly understood meaning”); In re Special Investigation No. 236, supra, 295 Md. at 576 , 458 A.2d at 76 (“[T]he Court considers the language of an enactment [there also the statute creating the accountant-client privilege] in its natural and ordinary signification. A corollary to this rule is that if there is no ambiguity or obscurity in the language of a statute, there is usually no need to look elsewhere to ascertain the intent of the General Assembly”). ¹⁵² Moreover, when a statute expressly sets forth certain exceptions to the coverage of the enactment, this Court “cannot disregard the mandate of the Legislature and insert an exception, where none has been made by the Legislature,” Johnson v. Mayor & City Council of Baltimore City, 387 Md. 1, 15 , 874 A.2d 439, 448 (2005), quoting Schmeizl v. Schmeizl, 186 Md. 371, 375 , 46 A.2d 619, 621 (1946). See, e.g., Nasseri v. Geico, 390 Md. 188, 198 , 888 A.2d 284, 290 (2005) (Where there are “exceptions ... expressly authorized by the Legislature, this Court has consistently” refused to recognize “exceptions ... which were not authorized by the Legislature”) (internal quotation marks omitted); Selig v. State Highway Administration, 383 Md. 655, 672 , 861 A.2d 710, 720 (2004) (“ men the legislature has expressly enumerated certain exceptions to a principle, courts ... should be reluctant thereafter to create additional exceptions,’ ” quoting Ferrero Constr. Co. v. Dennis Rourke Corp., 311 Md. 560, 575 , 536 A.2d 1137, 1144 (1988)); O’Connor v. Baltimore County, 382 Md. 102, 113 , 854 A.2d 1191, 1198 (2004) (“We will not ... ‘insert language to impose exceptions ... not set forth by the legislature’ ”); Salamon v. Progressive Classic Insurance Company, 379 Md. 301 , 311— 315, 841 A.2d 858, 864-867 (2004); Lewis v. Allstate Ins.

Co., 368 Md. 44, 48 , 792 A.2d 272, 274 (2002). The principle which precludes judicially inserted additional exceptions into statutes has been applied by this Court to statutory privileged communications. Thus, where the Court of Special Appeals held that public “policy” justified a particular exception to the statute creating a privilege for confidential communications between spouses, Code (1974, 2006 Repl.Vol.), § 9-105 of the Courts and Judicial Proceedings Article, this Court, in an opinion by former Chief Judge Robert C. Murphy, reversed, holding that the “public policy * * * argument, quite obviously, should be addressed to the legislature, not the courts.” Coleman v. State, 281 Md. 538, 545 , 380 A.2d 49, 54 (1977). With regard to the Court of Special Appeals’ reliance upon a California criminal case holding the privilege inapplicable when the communication was made in furtherance of ¹⁵³ criminal activity, Chief Judge Murphy responded ( 281 Md. at 545-546 , 380 A.2d at 54 , emphasis added): “By statute in California there is an express statutory exception to the privilege between spouses for confidential communications made in furtherance of a crime.

Authorities interpreting that state’s law, which were relied upon by the Court of Special Appeals for its holding, are therefore wholly inapplicable, since the Maryland statute contains no such exception. Absent such an exception, the rule is that the privilege is applicable. See State v. Pizzolotto, 209 La. 644 , 25 So.2d 292 (1946); Dickinson v. Abernathy Furniture Co., 231 Mo.App. 303 , 96 S.W.2d 1086 (1936). Cf.

Fraser v. United States, 145 F.2d 139 (6th Cir.1944). Indeed, the Maryland legislature has recognized the need for an express exception to a statutory privilege protecting communications between accountants and their clients. See § 9-110(b) of the Courts Article, excepting from the privilege matters which ‘affect the criminal laws of this state.’ ” Turning to the three statutory exceptions to the accountant-client privilege, the only one which has been suggested as a basis for a civil fraud exception is the provision that the privilege “does not affect: * * * (2) The criminal laws of the State ***”(§ 9—110(d)(2) of the Courts and Judicial Proceedings Article). 13 The meaning of this exception was specifically addressed by this Court in two companion cases, heard and decided at the same times, In re Special Investigation No. 236, supra, 295 Md. 573 , 458 A.2d 75 , and In re Special Investigation No. 229, 295 Md. 584 , 458 A.2d 80 (1983). The decisions in those cases make it clear that the “criminal laws” exception would not apply in a purely civil action like the one at bar.

Both Special Investigation cases involved investigations by the Attorney General of Maryland, authorized by the ¹⁵⁴ Governor, 14 into allegations of criminal Medicaid fraud by health care providers. In connection with those investigations, the Attorney General had grand juries issue subpoenas to accountants to produce certain records. In Special Investigation No. 236, the Criminal Court of Baltimore 15 granted a motion for the return of the documents, and in Special Investigation No. 229, the Criminal Court of Baltimore granted a motion to quash the subpoena. The court orders in both cases were based upon the statutory accountant-client privilege.

The Attorney General appealed in both cases, arguing that the exception based upon affecting the “criminal laws of the State” meant that “the accountant-client privilege is not applicable in criminal investigations.” 16 This Court issued writs of certiorari prior to argument in the Court of Special Appeals. In Special Investigation No. 236, 295 Md. at 583 , 458 A.2d at 80, we reversed, but in Special Investigation No. 229, 295 Md. at 585, 458 A.2d at 80 , we dismissed the Attorney General’s appeal. After reviewing the language and history of the statutory privilege, Judge Marvin Smith for the Court in Special Investigation No. 236, 295 Md. at 577 , 458 A.2d at 77 , held that, under the “criminal laws” exception, the privilege is inapplicable in “a formal criminal proceeding.” The Court went on to delineate the critical issue (ibid,.): “Thus, we turn to an examination of whether a grand jury proceeding is essentially criminal.” Upon a detailed examination of cases and other authorities concerning grand juries, as well as limitations upon the authority of grand juries, Judge Smith for the Court concluded (295 Md. at 583, 458 A.2d at 79-80): ¹⁵⁵ “The conclusion is inescapable that at common law the grand jury was concerned with matters criminal. The only change in that procedure in Maryland is the four statutes we have cited.

Hence, it was as a part of a criminal proceeding that the subpoena duces tecum was here issued. The statutory protection afforded as between accountants and their clients is thus not applicable. It follows, therefore, that the trial judge erred when he ordered return of the subpoenaed documents to the client of the accountant.” In Special Investigation No. 229, 295 Md. at 585 , 458 A.2d at 80 , however, even though the Attorney General’s criminal investigation was continuing, the Court dismissed the appeal because “[t]he term of the grand jury in question has expired.” The two Special Investigation cases involved allegations of criminal fraud, but what determined the applicability of the “criminal laws” exception to the accountant-client privilege was the nature of the existing judicial proceeding— whether it was criminal or civil. These cases confirm what is apparent from the statutory language.

The “criminal laws” exception to the accountant-client privilege is inapplicable in a purely civil action such as the case at bar. 17 ¹⁵⁶ The Court of Special Appeals’ holding in Dixon v. Bennett, supra, 72 Md.App. at 638-643 , 531 A.2d at 1327-1329 , that the statutory accountant-client privilege contains a fraud exception applicable in civil actions under the Fraudulent Conveyance Act, will not withstand analysis. The intermediate appellate court in Dixon began its discussion of the accountant-client privilege issue by reviewing some federal court cases holding that the common law attorney-client privilege was inapplicable to “communications in furtherance of contemplated or ongoing criminal or fraudulent conduct.” Dixon, 72 Md.App. at 639 , 531 A.2d at 1327-1328 . 18 The Court of Special Appeals then stated that the same “rationale” and “policy” supporting the federal courts’ recognition of a fraud exception to the attorney-client privilege “is equally persuasive when applied to the accountant-client privilege.” Dixon, 72 Md.App. at 640 , 531 A.2d at 1328 . The Dixon opinion continued ( 72 Md.App. at 641 , 531 A.2d at 1328 ): “We do not propose to grant greater protection to the latter [accountant-client] privilege than that recognized for the former [attorney-client privilege].” Addressing the fact that the accountant-client privilege is entirely statutory in origin, the Court of Special Appeals in Dixon acknowledged that, “generally ... we look to the plain meaning of the words.” Ibid. Nevertheless, the Dixon opinion ¹⁵⁷ found an exception to the plain meaning principle ( 72 Md.App. at 641-642 , 531 A.2d at 1328-1329 , emphasis added): “But our inquiry does not always end there.

Statutes are also to be construed reasonably with reference to the legislative purpose to be accomplished. The real legislative intention should prevail over the intention indicated by the literal meaning. Kaczorowski v. Mayor & City Council of Baltimore, 309 Md. 505, 516 , 525 A.2d 628 (1987).” Based upon the Court of Special Appeals’ view of desirable “policy,” the Dixon opinion concluded that the accountant-client privilege contained a fraud exception applicable in civil actions under the Fraudulent Conveyance Act. The Dixon court’s use of Kaczorowski v. City of Baltimore, supra, 309 Md. 505 , 525 A.2d 628 , as a basis for ignoring the language of the statute creating the accountant-client privilege, was erroneous.

The Kaczorowski opinion was not a license for a Maryland court to disregard the plain language of a statute simply because of the court’s view concerning better “public policy.” The Dixon opinion overlooked those portions of Kaczorowski stating that, “in our efforts to discover purpose, aim or policy, we look at the words of the statute,” 309 Md. at 513 , 525 A.2d at 632 , and that “[w]e do not mean to suggest that a court is wholly free to rewrite a statute merely because of some judicial notion of legislative purpose,” 309 Md. at 516 n. 4, 525 A.2d at 633 n. 4. The Kaczorowski opinion, to the extent that it may have sanctioned an examination of materials beyond the statutory language of a provision in an effort to ascertain legislative intent, was referring to legislative materials such as legislative history documents, the title of statutes, the provision in context of the statute as a whole, the provision’s relationship to earlier legislation, revisor’s notes, and similar materials, 309 Md. at 513-516 , 525 A.2d at 632-633 . Kaczorowski was not referring to a purely judicial notion of public policy. The Dixon opinion, however, did not rely upon any Maryland legislative materials. ¹⁵⁸ Moreover, the cases in this Court since the Kaczorowski opinion have consistently cited and relied upon those portions of Kaczorowski which emphasize the importance of the enactment’s language, instruct courts not to disregard the natural meaning of the statutory words, and warn courts not to rewrite statutes to reflect the courts’ ideas of public policy.

See, e.g., Stanley v. State, 390 Md. 175, 185 , 887 A.2d 1078, 1084