Bartenfelder v. Bartenfelder

Bartenfelder v. Bartenfelder, No. 934, , September Term, 2018, No. 2052, September Term 2019. Argued: September 12, 2019. Opinion by Gould, J. CORPORATIONS – CLOSE CORPORATIONS – STATUTORY RIGHT TO ELECT TO PURCHASE SHAREHOLDER STOCK IN A DISSOLUTION Section 4-603(a) of the Corporations and Associations Article of the Maryland Code Annotated (1975, 2014 Repl. Vol.) may be exercised to avoid the dissolution of a close corporation, or the appointment of a receiver in a dissolution proceeding, but not to avoid the appointment of an equitable receiver outside of the dissolution context.

Circuit Court for Harford County Case No. 12-C-17-000355 REPORTED IN THE COURT OF SPECIAL APPEALS OF MARYLAND CONSOLIDATED No. 0934, September Term, 2018 and No. 2052, September Term 2019 ______________________________________ KIMBERLY BARTENFELDER v. THOMAS BARTENFELDER ______________________________________ Wright, Gould, Harrell, Glenn T., Jr. (Senior Judge, Specially Assigned) JJ. ______________________________________ Opinion by Gould, J. ON MOTION FOR RECONSIDERATION ___________________________________ Pursuant to Maryland Uniform Electronic Legal Materials Act Filed: October 28, 2020 (§§ 10-1601 et seq. of the State Government Article) this document is authentic. Suzanne Johnson 2020-10-28 15:29-04:00 * Kehoe, Christopher J. did not participate in the Court’s decision to report this opinion pursuant to Maryland Rule 8-605.1. Suzanne C. Johnson, Clerk This is a dispute between two stockholders of two close corporations. One sought the appointment of a receiver to take charge of the companies to prevent the continued alleged wrongdoing of the other.

The alleged wrongdoer sought to leverage the demand for the appointment of a receiver into a statutory right to buy out the complaining stockholder. The issue we must decide is whether a complaint seeking the appointment of a receiver but not the dissolution of the company, triggers the statutory right of another stockholder, under Section 4-603(a) of the Corporations and Associations Article of the Maryland Code Annotated (“CA”) (1975, 2014 Repl. Vol.), to purchase the complainant’s stock in the subject company. We hold that, in the absence of a petition for dissolution, the request for a receiver does not trigger the statutory purchase right.

For the reasons that follow, therefore, we shall reverse the ruling of the Circuit Court for Harford County.1 FACTUAL AND PROCEDURAL BACKGROUND Kimberly Bartenfelder and Thomas Bartenfelder are the sole stockholders of two Maryland close corporations, Bartenfelder Sanitation Service, Inc. (“Bartenfelder Sanitation”), and Bartenfelder Landscape Service, Inc. (“Bartenfelder Landscape,” and together with Bartenfelder Sanitation, the “Corporations”), and the sole members of a Maryland limited liability company, 3340 Forge Hill LLC (the “LLC”).2 1 Subsequent to the initial issuance of this opinion, Mr. Bartenfelder moved for reconsideration. Although we denied his motion, we have withdrawn and reissued this opinion with a change to what used to be footnote 3 and is now footnote 4, and by adding new footnotes numbered 6, 8, 21, and 22 to address the issues raised in his motion. The Corporations and the LLC are together referred to herein as the “three 2 companies.” In February 2017, Ms. Bartenfelder filed a complaint in the Circuit Court for Harford County against Mr. Bartenfelder and the three companies. Ms. Bartenfelder accused Mr. Bartenfelder of assorted wrongdoings in connection with the three companies, including the alleged misuse or misappropriation of company funds and corporate waste.

The complaint included two counts. In Count I, styled “Injunctive Relief/Receivership,” Ms. Bartenfelder alleged that she would suffer immediate and irreparable injury, loss, or damage if Mr. Bartenfelder was: • “permitted to continue to prevent Plaintiff from acting in her role as President and majority shareholder of Sanitation, and as an officer, and/or managing member and/or 50% shareholder of the other Business”; • “permitted to continue to dissipate and convert corporate assets to his own personal use, as the loss of funds and revenue to the Business will result in a loss of future business opportunities and revenue that cannot be accurately determined”; and • “permitted to continue to transfer the clients, jobs, and operations of the [three companies] to third parties in which Plaintiff has no interest, as this will cause the [three companies] to incur a loss of revenue as a result in an amount that cannot be definitely determined.” Count I requested injunctive relief to stop Mr. Bartenfelder from interfering with Ms. Bartenfelder’s alleged lawful acts with regard to the three companies and to stop Mr. Bartenfelder’s alleged misuse of corporate funds and assets, and the appointment of “a receiver to have full and sole power over the accounts and operations of” the three companies and to prevent Mr. Bartenfelder from firing or threatening to fire any employee. Count I also requested that the receiver be authorized “to retain a forensic accountant to trace all transfers from the [three companies] and use of funds,” and further requested an award of damages, expenses, attorneys’ fees, and costs. Count II sought declaratory relief 2 and asked the court to find that certain acts that Ms. Bartenfelder undertook regarding Bartenfelder Sanitation were “effective, binding and lawful.” Upon receipt of the complaint, Mr. Bartenfelder’s counsel delivered a letter to Ms. Bartenfelder’s counsel claiming that Ms. Bartenfelder’s lawsuit triggered his right under CA § 4-603(a) to acquire her shares in the Corporations, and that Mr. Bartenfelder elected to exercise that right.

Mr. Bartenfelder filed an answer to a part of Count I of the complaint—specifically, Ms. Bartenfelder’s request for the appointment of a receiver. In his answer, Mr. Bartenfelder asked the court to enforce his election to purchase Ms. Bartenfelder’s stock in the Corporations. The prayer for relief in Mr. Bartenfelder’s answer stated: WHEREFORE, Mr. Bartenfelder seeks to have this Honorable Court stay the Dissolution Count as he has exercised his statutory right to purchase whatever interest in the Companies that Ms. Bartenfelder holds pursuant to Corp. & Assoc. Art. 4-603.

Since the parties will not be able to reach an agreement on the fair value of Ms. Bartenfelder’s interest, Mr. Bartenfelder has also moved the Court to establish a bond in accordance with the statute and determine a fair value of Ms. Bartenfelder’s interests. Mr. Bartenfelder respectfully also requests such other and further relief as the Court deems appropriate. Mr. Bartenfelder also moved to dismiss the complaint and to stay further proceedings. In support of his motion to stay, Mr. Bartenfelder argued that because he had exercised his right to purchase Ms. Bartenfelder’s stock in the Corporations and because they could not agree on the fair value of her stock, the court was required under CA § 4- 603(b) to stay further proceedings while the parties and the court implemented the valuation process outlined in the statute. 3 Additional motions practice ensued, primarily by Mr. Bartenfelder, including a motion for summary judgment and a motion for injunctive relief to bar Ms. Bartenfelder’s involvement in the Corporations and to enforce Mr. Bartenfelder’s election to purchase her stock.

In January 2018, Ms. Bartenfelder filed a verified amended complaint with four counts. In Count I, Ms. Bartenfelder again requested equitable relief related to the three companies but dropped the request for the appointment of a receiver. In Count II, she again asserted a claim for declaratory judgment as to Ms. Bartenfelder’s actions in connection with Bartenfelder Sanitation. In Count III, she asserted a breach of contract claim for damages and a temporary restraining order with respect to, among other things, a shareholders’ agreement for one of the companies.

In Count IV, she alleged that Mr. Bartenfelder breached a contractual covenant not to compete with one of the companies and sought injunctive relief and damages. Mr. Bartenfelder moved to strike the amended complaint.3 The court convened a hearing on April 30, 2018, to resolve the open motions. The court began with Mr. Bartenfelder’s motion for a stay of the proceedings pending the 3 As indicated above, Ms. Bartenfelder filed an amended complaint that did not include a request for a receiver. It doesn’t appear to us that the court ruled on Mr. Bartenfelder’s motion to strike the amended complaint, in which case the operative complaint would be the amended complaint.

Because Mr. Bartenfelder exercised his purported right before the amended complaint was filed, it appears that the court concluded, at least implicitly, that Mr. Bartenfelder’s election was not nullified by Ms. Bartenfelder’s attempt to withdraw the request for a receiver. That issue—whether Ms. Bartenfelder’s filing of her amended complaint nullified Mr. Bartenfelder’s prior election—is not before us. 4 valuation of Ms. Bartenfelder’s stock. Mr. Bartenfelder’s counsel argued that Ms. Bartenfelder’s requested relief, if granted, would require the court to “take control of the business from the companies and then never get it back or dissolve.” Accordingly, he contended that Ms. Bartenfelder’s complaint triggered his statutory right to purchase her stock in the Corporations, and that the court’s intervention was necessary to determine the price for the stock. Ms. Bartenfelder’s counsel countered that Ms. Bartenfelder requested an equitable receiver, not a statutory receiver appointed in a dissolution proceeding.

Ms. Bartenfelder’s counsel further argued that, because the complaint did not seek to dissolve the Corporations, the statutory election right was not triggered. The court agreed with Mr. Bartenfelder and ruled as follows: In this matter one thing that has become abundantly clear to the Court is that the parties cannot co-manage the business as co-owners. In this case the Court has to make a determination about whether what Ms. Bartenfelder was asking for was, in fact, an equitable receivership or as Mr. Bartenfelder has asked or has characterized as whether it is an opportunity for his election under the Corporations and Associations statute to elect to purchase her shares. * * * * In large part, I don’t think that a receivership under this Court’s direction as Ms. Bartenfelder has asked the Court to do is going to work. I say that it is not going to work, one, because of the parties[’] inability to co- manage the business, to operate the business as co-owners; but, two, also because I also find that pursuant to that statute, even though [Ms. Bartenfelder] didn’t want to call it a receivership as arising from the statute, that really is the only option that works given the facts of the case.

So, at this point I am going to find that—and the parties agree on the fact that this is a close corporation. 5 * * * * I don’t think that that is an issue. At this point I do think that the statute is triggered for the Court to then appoint the appraisers to determine what the fair value is of the stock in this case. That Mr. Bartenfelder, then based on what the Court determines after it receives the report of those appraisers, make a determination as to what should then happen at that point. I would at this point then direct that the bond be in the amount of $60,000.00.

I would ask that both counsel provide me with names of individuals that you know that are qualified in this area. The Court also will make its own inquiries as to appropriate appraisers and then make a determination as to which three to appoint. The court did not enter a written order, but the docket entry regarding the court’s ruling (the “First Order”) stated: Arguments heard from counsel as to Defendant’s Motion to Stay and Plaintiff’s Motion for Equitable Receivership.[4] Court rules that an appraiser is to be appointed to determine fair value of business. Both parties to advise court of three appraisers each and the court will also suggest three appraisers [it deems] appropriate.

Bond is set [at] $60,000.00. After the appraisals are complete, Court will make a determination as how to proceed.[5] 4 We assume that the docket entry referred to Ms. Bartenfelder’s request for a receiver as stated in her complaint or in her motion for a temporary restraining order that she filed with her complaint. 5 The inclusion of this last sentence appears to refer to Mr. Bartenfelder’s counsel’s explanation at the hearing of his understanding of the appraisal and valuation process: Once the report comes back from the appraisers, the parties then have an opportunity to come to the Court very similar to an arbitration proceeding where you get an award and then you can see[k] to confirm it, you can seek to modify it or you can seek to have it rejected all together. In that respect, Your Honor is not bound by the report should Your Honor decide there is a different value. That’s spelled out also in [CA § 3- 210].

The appraisers, once the report is submitted to you, Your Honor, you then can determine the fair value. You then determine the purchase timing and terms on which the purchase is to be made, again to protect both parties so that it is fair the way that the money is to be paid out. Then finally the Court determines the cost. The statute again controls what happens here. 6 Ms. Bartenfelder filed a motion for reconsideration, which the court denied.

Ms. Bartenfelder filed a notice of appeal on July 17, 2018, which was docketed by this Court as Number 934, September Term, 2018 (the “First Appeal”). While the First Appeal has been pending, the case proceeded in the circuit court with the appraisal process to determine the fair value of Ms. Bartenfelder’s stock in the Corporations. Although the docket entry did not mention the stay of the proceedings as requested by Mr. Bartenfelder pursuant to CA § 4-603(b), the record reflects that the proceedings, other than the valuation process, were in fact stayed as no further actions were taken by either the parties or the court regarding Ms. Bartenfelder’s claims. In June 2019, the appraisers filed their valuation reports, which determined the fair value of Ms. Bartenfelder’s interest in Bartenfelder Landscape to be $560,000.00, and the fair value of Ms. Bartenfelder’s interest in Bartenfelder Sanitation to be $0.00.

Neither party filed exceptions to the valuations. Mr. Bartenfelder then filed a motion to confirm the appraisers’ reports and to establish the purchase price and a payment schedule. Ms. Bartenfelder did not oppose the motion. On November 6, 2019, the circuit court granted Mr. Bartenfelder’s motion and ordered him to pay to Ms. Bartenfelder two installments of $280,000, plus post-judgment interest, for her stock in the Corporations (the “Second Order”).

Mr. Bartenfelder moved for leave to deposit the installment payments with the court, which Ms. Bartenfelder did not oppose. The court granted the motion. The order provided that the funds would be disbursed only upon a court order. 7 On December 5, 2019, Ms. Bartenfelder noted an appeal from the Second Order, which we docketed as Number 2052, September Term, 2019 (the “Second Appeal”). After depositing the purchase funds into the court registry, Mr. Bartenfelder moved to declare what he referred to as the November 6, 2019 judgment as satisfied in full.

Unopposed by Ms. Bartenfelder, the circuit court granted the motion on February 24, 2020, stating that it is: ORDERED AND DECLARED that the purchase price set by this Court on November 6, 2019 has been paid in full by Defendant; and it is further ORDERED AND DECLARED that the judgment entered by this Court on November 6, 2019 was SATISFIED by Defendant as of February 4, 2020. On April 20, 2020, this Court ordered the parties to show cause (the “Show Cause Order”) as to (1) whether the two appeals should be consolidated; (2) whether the circuit court had discretion under Rule 2-602(b) to enter a final judgment as to either the First Order and/or Second Order; and (3) if the answer to the second question was in the affirmative, whether this Court should exercise its discretion under Md. Rule 8- 602(g)(1)(C) to enter a final judgment on its own initiative. Both parties timely responded to the Show Cause Order. On May 20, 2020, we consolidated the two appeals.6 In his motion for reconsideration, Mr. Bartenfelder complains that we did not 6 permit briefing on the Second Appeal.

He does not explain why additional briefing was required or necessary given that the substantive issues in the two appeals were identical and were fully briefed and argued in the First Appeal. In fact, he does not identify a single new argument that would have been different from those made in his original brief. Nor 8 DISCUSSION MOTION TO DISMISS SECOND APPEAL In response to our Show Cause Order, Mr. Bartenfelder contends that the Second Appeal is moot. He argues that after Ms. Bartenfelder noted her First Appeal, (i) the court appointed appraisers to determine the fair value of her stock; (ii) the appraisers filed their reports; (iii) Ms. Bartenfelder did not object to the appraisals; and (iv) he moved to confirm the appraisers’ reports and establish the purchase price based on the appraisals and to establish the terms of payment.

He also states that Ms. Bartenfelder did not oppose his motion and that the court subsequently entered the Second Order, stating: The fair value of the companies for her interests in two equal installments: the first installment of $280,000 to be paid thirty days after the entry of this Order confirming the Valuation Reports; and the second installment of $280,000 plus post-judgment interest at the statutory rate to be paid ninety days after the entry of this Order confirming the Valuation Reports. Mr. Bartenfelder contends that the Second Order constitutes a judgment. He argues that, because Ms. Bartenfelder failed to object to the appraisals or to his motion to confirm, Ms. Bartenfelder acquiesced to the Second Order and waived her right to appeal it. Further, he points out that, although Ms. Bartenfelder noted an appeal from the Second Order, she did not move for a stay pending appeal in either the circuit court or this Court, did not file does he cite any authority for his implicit assertion that this Court does not have the authority to dispense with briefing on an issue that the parties had previously fully briefed and argued.

We note that Rule 8-502, which imposes both the obligation and time periods in which parties are required to file their briefs, begins with this limitation: “Unless otherwise ordered by the appellate court.” Contrary to Mr. Bartenfelder’s assertion, this Court had the discretion in these consolidated and substantively identical appeals to proceed without further briefing. 9 a supersedeas bond, and did not move to enjoin enforcement of the court’s judgment pending appeal. In addition, he argues that he satisfied the judgment by paying the purchase price into the court registry, thus “rendering the controversy moot.” In that regard, he contends that even if this court were to reverse the circuit court’s decision, Ms. Bartenfelder would not be able to repurchase her stock and return the money he paid for her stock because she had filed for bankruptcy and the purchase proceeds are subject to claims by creditors. Mr. Bartenfelder stated in his response to the Show Cause Order that he intends to file a motion to dismiss the Second Appeal with his brief, but invited us to address the issue preemptively, which we accept. We conclude that we have no basis to dismiss the Second Appeal.

As Mr. Bartenfelder points out in his response to the Show Cause Order, Ms. Bartenfelder filed for bankruptcy on June 14, 2019, resulting in an automatic stay of all litigation. Mr. Bartenfelder moved in the bankruptcy court to lift the stay of, among other matters, this litigation, which the bankruptcy court granted on September 9, 2019, in an order stating: the automatic stay is lifted to allow all non-bankruptcy litigation currently pending in the Circuit Court of Maryland for Harford County, as well as any pending appeals or appeals that may arise from such pending litigation, to proceed to judgment, provided, however, that enforcement of any judgment(s) against [Plaintiff] remain stayed pending further Order of the Bankruptcy Court . . . (italics in original, bold added). We have reviewed the record in this case and confirmed that the monies deposited by Mr. Bartenfelder remain in the court registry, and that Ms. Bartenfelder has not 10 requested access to, or the benefit of, those funds.

We have also reviewed the record in Ms. Bartenfelder’s bankruptcy case and confirmed that the stay of enforcement of any judgments against her has not been lifted. From our review of the record in both forums, it does not appear that Ms. Bartenfelder has requested access to, or the benefit of, those funds. Thus, although Mr. Bartenfelder may have paid the money into the court registry, he does not contend that Ms. Bartenfelder made any effort to accept the funds, and we have found no indication that she has done so. The funds are still in the court registry, the stay of enforcement is still in place, and given that we are reversing, the funds will be returned to Mr. Bartenfelder.7 Hence, the Second Appeal is not moot and, therefore, Mr. Bartenfelder’s motion to dismiss the appeal on that basis is denied.

We are likewise not persuaded that to preserve this issue on appeal, Ms. Bartenfelder was required to file exceptions to the appraisals or oppose Mr. Bartenfelder’s various post- appraisal motions. Rule 8-131 provides that we will not ordinarily decide a non- jurisdictional issue “unless it plainly appears by the record to have been raised in or decided by the trial court. . . .” Here, the issue of whether the purchase right under CA § 4-603(a) was triggered by Ms. Bartenfelder’s complaint was both raised and decided in the circuit court. Nothing more was required to preserve the only substantive issue that has been raised in these appeals. 7 We also disagree with Mr. Bartenfelder that a reversal by this Court would require Ms. Bartenfelder to repurchase her stock back from him. Our reversal means that the purported sale was never valid. 11 We therefore deny Mr. Bartenfelder’s motion to dismiss the Second Appeal.8 JURISDICTION This Court does not acquire jurisdiction over an appeal unless it is taken from a final judgment or from an interlocutory order that falls within one of the exceptions to the final judgment requirement.

Bessette v. Weitz, 148 Md. App. 215, 232 (2002) (citing Md. Code (1974, 2002 Repl. Vol.) Cts. & Jud. Proc. (“CJP”) §§ 12-301, 12-303).

Under Maryland Rule 2-602(a)(1), a decision that “adjudicates the rights and liabilities of fewer than all the parties to the action . . . is not a final judgment.” Thus, for a judgment to be considered final, it must “be intended by the court as an unqualified, final disposition of the matter in controversy . . . ,” Rohrbeck v. Rohrbeck, 318 Md. 28, 41 (1989), and “dispose[]. . . of all claims against all parties and conclude[] the case.” Miller and Smith at Quercus, LLC v. Casey PMN, LLC, 412 Md. 230, 241 (2010). 8 In his motion for reconsideration, Mr. Bartenfelder takes issue with our decision not to dismiss the Second Appeal. He points out that he never actually filed a motion to dismiss, and he complains that we considered matters outside of the record by taking judicial notice of the record in Ms. Bartenfelder’s bankruptcy case. We were not required to defer issuing our decision simply because a party states an intention to file a motion to dismiss. Under Rules 8-603(a)(4) and 8-602(c)(8), Mr. Bartenfelder was required to file a motion to dismiss based on mootness within 10 days after the case became moot.

Because Mr. Bartenfelder’s assertion of mootness was based on his payment of funds into the court registry, which he did on February 4, 2020, Mr. Bartenfelder’s right to move to dismiss on that basis was long past due. Nevertheless, we treated his response to the Show Cause Order as a motion to dismiss and addressed the issue “preemptively,” just as he suggested. And because he referenced Ms. Bartenfelder’s bankruptcy proceedings in asserting that the appeal was moot, we appropriately took judicial notice of other filings in the same bankruptcy proceeding. In addition, we note that Mr. Bartenfelder does not contend in his motion for reconsideration that our understanding of the relevant facts was incorrect. 12 The corollary to this general rule is that ordinarily, interlocutory orders are not appealable.

See Nnoli v. Nnoli, 389 Md. 315, 324 (2005) (“An order that is not a final judgment is an interlocutory order and ordinarily is not appealable . . . .”). An interlocutory order may be appealed, however, if an immediate appeal is authorized by a statute, if it falls within the collateral order doctrine,9 or if the circuit court directs the entry of a final judgment pursuant to Maryland Rule 2-602. Salvagno v. Frew, 388 Md. 605, 615 (2005). Here, both the initial and amended complaints asserted claims with respect to the LLC.

Both the First Order and the Second Order, however, applied only to the claims related to the Corporations. Accordingly, irrespective of which complaint is operative, there has not been a final judgment as defined by Maryland Rule 2-602(a), and the circuit court did not direct entry of a final judgment under Rule 2-602(b). The statutory exceptions to the final judgment rule are enumerated in CJP § 12-303. One such exception, found in CJP § 12-303(3)(v), applies here.

This subsection allows for an interlocutory appeal of an order “[f]or the sale, conveyance, or delivery of real or personal property or payment of money. . . .”10 Stock is considered personal property, 9 “To qualify as a collateral order, a ruling must satisfy four criteria: ‘(1) it must conclusively determine the disputed question; (2) it must resolve an important issue; (3) it must be completely separate from the merits of the action; and (4) it must be effectively unreviewable on appeal from a final judgment.’” McLaughlin v. Ward, 240 Md. App. 76, 88 (2019) (quotations omitted). 10 CJP § 12-303 provides: A party may appeal from any of the following interlocutory orders entered by a circuit court in a civil case: 13 (1) An order entered with regard to the possession of property with which the action is concerned or with reference to the receipt or charging of the income, interest, or dividends therefrom, or the refusal to modify, dissolve, or discharge such an order; (2) An order granting or denying a motion to quash a writ of attachment; and (3) An order: (i) Granting or dissolving an injunction, but if the appeal is from an order granting an injunction, only if the appellant has first filed his answer in the cause; (ii) Refusing to dissolve an injunction, but only if the appellant has first filed his answer in the cause; (iii) Refusing to grant an injunction; and the right of appeal is not prejudiced by the filing of an answer to the bill of complaint or petition for an injunction on behalf of any opposing party, nor by the taking of depositions in reference to the allegations of the bill of complaint to be read on the hearing of the application for an injunction; (iv) Appointing a receiver but only if the appellant has first filed his answer in the cause; (v) For the sale, conveyance, or delivery of real or personal property or the payment of money, or the refusal to rescind or discharge such an order, unless the delivery or payment is directed to be made to a receiver appointed by the court; (vi) Determining a question of right between the parties and directing an account to be stated on the principle of such determination; (vii) Requiring bond from a person to whom the distribution or delivery of property is directed, or withholding distribution or delivery and ordering the retention or accumulation of property by the fiduciary or its transfer to a trustee or receiver, or deferring the passage of the court's decree in an action under Title 10, Chapter 600 of the Maryland Rules; (viii) Deciding any question in an insolvency proceeding brought under Title 15, Subtitle 1 of the Commercial Law Article; (ix) Granting a petition to stay arbitration pursuant to § 3-208 of this article; (x) Depriving a parent, grandparent, or natural guardian of the care and custody of his child, or changing the terms of such an order; and (xi) Denying immunity asserted under § 5-525 or § 5-526 of this article. 14 Shenker v. Laureate Educ., Inc., 411 Md. 317, 346 (2009) (citation omitted), and the Second Order constituted an order to compel the sale of Ms. Bartenfelder’s stock to Mr. Bartenfelder. Further, the “payment of money,” as used in CJP § 12-303(3)(v), refers to such orders that have “traditionally been rendered in equity.” Anthony Plumbing of Maryland, Inc. v. Attorney General of Maryland, 298 Md. 11, 20 (1983). As explained below, the purchase right under CA § 4-603 is triggered by a petition for dissolution under CA § 4- 602. Under CA § 4-602(a), the petition for dissolution is filed in “a court of equity,” and that same court of equity enforces the purchase election by appointing appraisers, establishing the purchase price of the stock based on the appraisers’ report, and setting the payment terms for the stock, all pursuant to the applicable provisions of the statute.

The Second Order requiring Mr. Bartenfelder to pay for the stock was issued pursuant to the court’s equitable powers and therefore qualifies as an appealable interlocutory order under CJP § 12-303(3)(v). Cf. Md. State Bd. of Educ. v. Bradford, 387 Md. 353, 386 (2005) (order compelling borrower to pay balance of loan to lender held immediately appealable as an order for payment of money under CJP § 12-303(3)(v)).11 Further, because the merits of the First Order are necessarily implicated in a review of the Second Order, the First Order is reviewable on appeal from the Second Order. See Frey v. Frey, 298 Md. 552, 556-57 (1984); see also Davis v. Attorney General, 187 Md. App. 110, 122-23 (2009). 11 Having identified an applicable exception under CJP § 12-303, we need not address whether either the First Order or Second Order qualifies under the collateral order exception. 15 ANALYSIS OF CA § 4-603(a) The substantive issue presented in this appeal is whether Ms. Bartenfelder’s complaint triggered the buy-out right in CA § 4-603(a), which provides: Any one or more stockholders who desire to continue the business of a close corporation may avoid the dissolution of the corporation or the appointment of a receiver by electing to purchase the stock owned by the petitioner at a price equal to its fair value.

(emphasis added.) The Parties’ Contentions Ms. Bartenfelder argues that the word “receiver” applies only to receivers appointed by the court in a corporate dissolution proceeding, and that her complaint requested the appointment of a receiver of an entirely different kind: an equitable receiver. Ms. Bartenfelder contends, therefore, that her complaint did not trigger the buy-out right under CA § 4-603(a). Mr. Bartenfelder counters that subsection (a) does not distinguish between statutory and equitable receivers—it simply uses the word “receiver.” He further argues that the use of the disjunctive “or” in the phrase “dissolution or appointment of a receiver” means that the receiver need not be appointed in a dissolution proceeding, and that the buy-out right is triggered when a receiver of either kind (statutory or equitable) is requested. In any event, Mr. Bartenfelder argues that because Ms. Bartenfelder’s complaint requested the appointment of a receiver with the same authority conferred by Maryland’s dissolution statute, his purchase right under the dissolution statute was triggered.

According to Mr. 16 Bartenfelder, the circuit court correctly determined that he exercised his valid buy-out right under CA § 4-603. Close Corporations A close corporation is a creature of statute that allows a small business to operate like a partnership, although in a corporate form. William G. Hall, Jr., The New Maryland Close Corporation Law, 27 Md. L. Rev. 341 , 341 (1967). A close corporation typically has few stockholders, active stockholder participation in the business, no liquid market for the stock, close personal relationships between or among the stockholders, flexibility to operate without a board of directors, and few, if any, of the corporate formalities required of general corporations.12 Id. at 341-42 .

The distinguishing feature of a close corporation most relevant here is the restraint placed on the ability of stockholders to transfer their stock. See Uninsured Employers’ 12 Maryland jurisprudence sometimes confuses a close corporation with a closely- held corporation by using the terms interchangeably. A close corporation is formed when an election is made pursuant to CA § 4-201. As we previously explained: Unlike “close corporations,” which are defined by statute in Maryland, a closely held corporation has “no single, generally accepted definition.” Donahue v. Rodd Electrotype Company of New England, 367 Mass. 578 , 328 N.E.2d 505, 511 (1975).

However, closely held corporations commonly possess the following attributes: “(1) a small number of stockholders; (2) no ready market for the corporate stock; and (3) substantial majority stockholder participation in the management, direction and operations of the corporation.” Donahue, 328 N.E.2d at 511 ; see F. Lodge O’Neal & Robert B. Thompson, O’Neal & Thompson’s Close Corporations and LLCs: Law and Practice § 1:2, 4-5 (3rd ed. 2004). Edenbaum v. Schwarcz-Osztreicherne, 165 Md. App. 233, 247 (2005) (footnote omitted). 17 Fund v. Lutter, 342 Md. 334 , 340 n.3 (1996). By default, and unlike other types of Maryland corporations, stock in a close corporation is not transferrable without the consent of the other stockholders. See CA § 4-503(b).13 The rationale is that in such an intimate business relationship, people should have the right to choose their partners.

See Hall, supra, at 351. A natural consequence of this default restriction, however, is that, in the absence of consent to transfer stock, a stockholder can be trapped in an investment that, for whatever reason, is no longer desired. To address this predicament, CA § 4-602 gives the trapped stockholder the right to seek a dissolution of the corporation if consent is denied or for certain other enumerated reasons, thus enabling the stockholder to receive value for the stock through the liquidation of the company. Standing alone, such dissolution rights would tip the balance of power in favor of the stockholder who wants to exit the company and against the stockholder who wants to continue with the business.

To level the playing field, CA § 4-603 gives a stockholder the ability to prevent the dissolution, or the appointment of a receiver, by electing to purchase 13 CA § 4-503(b) provides: A transfer of the stock of a close corporation is invalid unless: (1) Every stockholder of the corporation consents to the transfer in writing within the 90 days before the date of the transfer; or (2) The transfer is made under a provision of a unanimous stockholders’ agreement permitting the transfer to the corporation or to or in trust for the principle benefit of: (i) One or more of the stockholders or security holders of the corporation or their wives, children, or grandchildren; or (ii) One or more persons named in the agreement. 18 the stock of the dissolution-seeking stockholder. See Hall, supra, at 349. As our analysis below shows, however, this purchase right applies only in the context of a dissolution proceeding. Construing CA § 4-603 We begin with the principles of statutory construction that guide our inquiry.

Our objective in interpreting any statute is to understand and implement the General Assembly’s intent. See Stoddard v. State, 395 Md. 653, 661 (2006). We start with the statute’s plain language which, if clear and unambiguous, will be enforced as written. Id.

We pay attention to the statute’s grammar and sentence structure. See Mazor v. State Dep’t of Correction, 279 Md. 355, 362 (1977). Further, “we seek to avoid constructions that are illogical, unreasonable, or inconsistent with common sense.” Beyer v. Morgan State University, 139 Md. App. 609, 631 (2001) (quotations omitted). We do not read a statutory provision in isolation.

Instead, we consider its purpose, goal, and context as a whole. Papillo v. Pockets, Inc., 119 Md. App. 78, 83-84 (1997). Examining the context of the statute includes construing provisions within the same section harmoniously, if possible. George Wasserman & Janice Wasserman Goldsten Family LLC v. Kay, 197 Md. App. 586, 628 (2011).

If the words of the statute are ambiguous, we look at its structure (including its caption), context, relationship with other laws, and legislative history, among other indicia of intent. Stoddard, 395 Md. at 662-63 . Even if the words are unambiguous, a review of the legislative history may, in certain contexts, be useful to confirm its interpretation or to 19 rule out “another version of legislative intent alleged to be latent in the language.” Blackstone v. Sharma, 461 Md. 87, 113 (2018) (quotation omitted). Although the specific provision at the center of this dispute is found in the first sentence of CA § 4-603(a), our mandate to construe the relevant provisions in their proper context requires our examination of both CA § 4-603 and the immediately preceding section, CA § 4-602.

We therefore begin with the complete text of both sections, bolding for convenience the words and phrases which are discussed in our analysis below: § 4-602. Involuntary dissolution. (a) Dissolution by stockholder generally. – Any stockholder of a close corporation may petition a court of equity for dissolution of the corporation on the grounds set forth in § 3-413 of this article or on the ground that there is such internal dissension among the stockholders of the corporation