Dashiell v. Meeks

CATHELL, J. This instant case arises from an attorney malpractice claim filed by Charles E. Meeks, Jr. (“Meeks”), respondent, against Charles E. Dashiell, Jr., Esquire (“Dashiell”), petitioner. 1 In ¹⁵⁷ 1989, Meeks asked Dashiell to draft a prenuptial agreement to protect his family business in the event that his upcoming marriage to Melanie Davis (“Davis”) did not last. According to Meeks, the initial draft that Dashiell reviewed with him contained a waiver of alimony provision, but the version ultimately signed by Meeks and Davis failed to contain such a provision. Meeks asserted that, at the earliest, he did not learn of this discrepancy until he separated from his wife on May 10, 2001. During divorce proceedings before the Circuit Court for Worcester County (held prior to the instant Wicomico County case), he asked that court to grant Davis rehabilitative alimony.

Meeks also sought to have the divorce court declare the prenuptial agreement enforceable as executed. That court granted Meeks’s request to pay Davis rehabilitative alimony in addition to granting his motion seeking to enforce the prenuptial agreement. On October 24, 2003, Meeks sued Dashiell in the Circuit Court for Wicomico County alleging that Dashiell was negligent in omitting the alimony waiver provision from the prenuptial agreement and counseling Meeks to sign the prenuptial agreement without reading it. Dashiell moved to dismiss the complaint or, alternatively, for summary judgment on the grounds that the malpractice claim was barred by judicial estoppel or barred by the three-year statute of limitations.

On May 14, 2004, the trial judge, treating the motion as a motion for summary judgment, ruled that judicial estoppel did not bar the claim, but that the statute of limitations expired three years after Meeks signed the agreement. Meeks appealing to the Court of Special Appeals, argued that the trial court erred by not applying the discovery rule. 2 Dashiell argued that the claim was barred by the statute of limitations and, alternatively, that the trial court erred by not finding that the claim was barred by judicial estoppel. The ¹⁵⁸ appeal initially was heard by a three judge panel and then by the Court of Special Appeals sitting en banc. After argument and on its own motion, but prior to ruling on the issues before it, the Court of Special Appeals ordered that the entire record from the prior divorce proceedings in the Circuit Court for Worcester County, to include the transcripts of the hearing in the divorce case regarding the enforcement of the prenuptial agreement, be delivered to the Court of Special Appeals.

The intermediate appellate court, however, after having obtained that record did not consider it and based solely on the record in the Wicomico County case, found that the trial court erred in ruling as a matter of law that the malpractice claim was barred by the statute of limitations. 3 The Court of Special Appeals declined to rule on the trial court’s finding with respect to judicial estoppel. The Court of Special Appeals vacated the judgment of the Circuit Court for Wicomico County and remanded the matter to that court for further proceedings. Meeks v. Dashiell, 166 Md.App. 415 , 890 A.2d 779 (2006). Dashiell filed a petition for writ of certiorari, which this Court granted on June 14, 2006.

Dashiell v. Meeks, 393 Md. 245 , 900 A.2d 751 (2006). Dashiell presented one question for our review: “Should an appellate court consider on its review portions of the record the appellate court ordered be obtained and supplemented into the record?” We hold that there is no requirement that an appellate court must consider portions of the record from a prior case that it has ordered to be obtained as a supplement to the record in a subsequent case and that the Court of Special Appeals did not abuse its discretion by doing exactly that in this case. In so holding, we affirm the judgment of the Court of Special Appeals that: (1) the Circuit Court for Wicomico County erred as a matter of law in finding that Meeks’s claim was barred by the statute of limitations; (2) the Circuit Court for ¹⁵⁹ Wicomico County, in a summary judgment context, did not abuse its discretion in denying Dashiell’s motion based on judicial estoppel grounds; and (3) upon remand, in addition to any other defenses he may have, Dashiell is free to assert the claim of judicial estoppel if that claim is supported by a more fully developed record in the trial court as the case progresses. I. Facts On October 24, 2003, Meeks filed a complaint in the Circuit Court for Wicomico County alleging that Dashiell was negligent for omitting the waiver of alimony provision from a prenuptial agreement he was employed to draft and for assuring Meeks that there was no need to read the prenuptial agreement before signing it when Dashiell knew or should have known that the agreement did not contain a waiver of alimony provision.

Meeks had retained Dashiell to draft a prenuptial agreement between, his ex-wife, Davis and himself. Meeks and Davis signed the agreement on or about November 3, 1989, and were married on November 4, 1989. The original draft of the agreement allegedly contained a waiver of alimony provision, but the final agreement executed by Meeks and Davis did not contain that provision. Meeks further alleged that Dashiell told him there was no need to read the agreement before signing it.

He also claimed that he did not know that the waiver of alimony provision was missing until, as a result of his separation from his wife on May 10, 2001, he finally read the prenuptial agreement. After separating from Davis and learning of the missing waiver of alimony provision, Meeks filed for absolute divorce in the Circuit Court for Worcester County on February 7, 2002. In his complaint for divorce, he asked that his wife be granted rehabilitative alimony and the divorce court granted the request. On July 11, 2002, Meeks filed a Motion to Enforce the Antenuptial Agreement he signed which the divorce court granted on October 28, 2002.

On June 11, 2003, the Circuit Court for Worcester County entered a judgment ¹⁶⁰ for absolute divorce. Subsequently, Meeks filed the above described malpractice claim on October 24, 2003. The Court of Special Appeals summarized what happened next: “No answer was filed in the case. Instead, Dashiell’s initial response to Meeks’s complaint was a motion entitled ‘Motion to Dismiss, or in the alternative, Motion for Summary Judgment.’ Because the motion relied upon three attached exhibits that were not part of the complaint, we shall treat Dashiell’s motion as a motion for summary judgment.

See Maryland Rule 2-322(c). “In the motion for summary judgment, Dashiell asserted that ‘the material facts in this case are undisputed and judgment should be entered for the Defendants as a matter of law.’ The motion set forth three alternative bases for entering judgment for Dashiell: ‘[1] The Plaintiffs claim is barred under the doctrine of judicial estoppel. [2] The Plaintiffs claim is also barred under the applicable statute of limitations. [3] The Plaintiffs cause of action fails since the Defendants did not cause the alleged damages.’ “In Dashiell’s supporting memorandum, he emphasized that Meeks’s Complaint for Divorce, filed in the Worcester County divorce action, included as one of its several prayers for relief a request that Davis ‘be awarded rehabilitative alimony.’ Dashiell further emphasized that, in the divorce action, Meeks had filed a motion asking the Circuit Court for Worcester County to enforce the antenuptial agreement dated November 3,1989. There was no mention in Meeks’s motion of any dissatisfaction on his part with the terms of that agreement. The docket entries from the divorce action reflect that after Meeks filed the motion to enforce the prenuptial agreement, the Circuit Court for Worcester County conducted a hearing and granted the motion. The docket entry for June 11, 2003, states: ‘Court finds the ¹⁶¹ Antenuptial Agreement to be a valid agreement, and Grants the Motion to Enforce the Antenuptial Agreement.’ “At the hearing on Dashiell’s motion for summary judgment, the motion judge took issue with Dashiell’s contention that Meeks was attempting to pursue a remedy in the malpractice action that was clearly inconsistent with Meeks’s successful efforts to enforce the prenuptial agreement, as executed, in the Worcester County divorce action.

The following colloquy appears in the transcript from the hearing on Dashiell’s motion for summary judgment: [COUNSEL FOR DASHIELL]: In this court he says [the prenuptial agreement] wasn’t my deal. THE COURT: No, wait a minute. But I don’t understand why his position is inconsistent. [COUNSEL FOR DASHIELL]: It’s inconsistent, Your Honor, because in Worcester County he says to the Court in his motion to enforce the settlement, this was my agreement. THE COURT: He said I entered into a contract, and the contract did not provide for a waiver of alimony. [...] [COUNSEL FOR DASHIELL]: And he says to the Court, Judge, in Worcester County, this is my deal, specifically enforce it, honor it, meaning that it’s the full and final agreement of the parties.

It’s everything that— THE COURT: Right, it was the agreement of the parties. And the reason it was the agreement was because your client was negligent, is what he is saying, I don’t know if that fact is true but— [•■•] THE COURT: Would the unilateral mistake of one party prevent the prenupcial agreement] from being enforceable? ¹⁶² [COUNSEL FOR DASHIELL]: In a vacuum, no. But when the opposing party is saying, don’t enforce it, it’s not my deal, that wasn’t it, which is what she’s saying— THE COURT: Well, no, but he is saying, you know, I wanted what I got plus a waiver of alimony. [•■•] THE COURT: So you are saying that he has to say, all right, I don’t want anything in the agreement, I’ll be a lot worse off, not just don’t I have a waiver of alimony, I don’t have the waiver with respect to property and everything, I have to take everything bad, instead of just what your client did wrong. [COUNSEL FOR DASHIELL]: No. What I’m saying, Your Honor, is he has got to take a consistent position. If he tells the Court in Worcester that’s my deal, that’s what I intended— [■••] THE COURT: No, no, he is saying that’s the contract, the agreement I entered into with my wife.

And in here he is saying that is the agreement I entered into with my wife, the reason I entered into it was because your client was negligent. [•■■] [COUNSEL FOR DASHIELL]: He says to the Court in Worcester, I had offer, acceptance and consideration on these terms. He says to this Court I didn’t really mean to enter that agreement. That wasn’t my agreement. That’s the distinction.

THE COURT: He is not saying I didn’t enter into that agreement. He is saying I entered into that agreement because your client was negligent. He is not saying that was not the agreement I entered into. “After hearing further argument, the motion judge ruled from the bench: ¹⁶³ THE COURT: All right. I don’t think there is any judicial estoppel.

However, this agreement was signed 11 years before[.] I believe the Defendant is charged with knowing the contents of the document that he signed, and that his limitations would have begun [at] the time of the execution of the document. And the Court is going to grant the motion to dismiss based on limitations.” Meeks v. Dashiell, 166 Md.App. 415, 420-26 , 890 A.2d 779, 782-86 (2006) (en banc) (footnotes omitted).

II

Standard of Review The Circuit Court for Wicomico County made two separate rulings with respect to Dashiell’s motion for summary judgment. The trial court granted summary judgment based on the expiration of the statute of limitations, but it denied summary judgment on the basis of judicial estoppel. With respect to the trial court’s grant of a motion for summary judgment, the standard of review is de novo. Rockwood Cas.

Ins. Co. v. Uninsured Employers’ Fund, 385 Md. 99, 106 , 867 A.2d 1026, 1030 (2005); see also Walk v. Hartford Cas. Ins. Co., 382 Md. 1, 14 , 852 A.2d 98, 105 (2004); Todd v. Mass Transit Admin., 373 Md. 149, 154-55 , 816 A.2d 930, 933 (2003).

Prior to determining whether the trial court was legally correct, an appellate court must first determine whether there is any genuine dispute of material facts. Converge Services Group, LLC v. Curran, 383 Md. 462, 476 , 860 A.2d 871, 879 (2004); Jurgensen v. New Phoenix Atlantic Condominium Council of Unit Owners, 380 Md. 106, 114 , 843 A.2d 865, 869 (2004). Any factual dispute is resolved in favor of the non-moving party. Jurgensen, 380 Md. at 114 , 843 A.2d at 869 .

Only when there is an absence of a genuine dispute of material fact will the appellate court determine whether the trial court was correct as a matter of law. Rockwood, 385 Md. at 106 , 867 A.2d at 1030 ; Converge Services Group, 383 Md. at 476 , 860 A.2d at 879 ; Jurgensen, 380 Md. at 114 , 843 A.2d at 869 . ¹⁶⁴ Although, ordinarily, when there is no dispute of material fact, a trial court does not have any discretionary power when granting summary judgment it does, nonetheless, exercise discretion when affirmatively denying a motion for summary judgment or denying summary judgment in favor of a full hearing on the merits. We said in Metropolitan Mortgage Fund, Inc. v. Basiliko, 288 Md. 25 , 415 A.2d 582 (1980): “[W]hereas a court cannot draw upon any discretionary power to grant summary judgment, it ordinarily, does possess discretion to refuse to pass upon, as well as discretion to affirmatively deny, a summary judgment request in favor of a full hearing on the merits; and this discretion exists even though the technical requirements for an entry of such a judgment have been met. “[W]e now hold that a denial (as distinguished from a grant) of a summary judgment motion, as well as foregoing the ruling on such a motion either temporarily until later in the proceedings or for resolution by trial of the general issue, involves not only pure legal questions but also an exercise of discretion as to whether the decision should be postponed until it can be supported by a complete factual record; and we further hold that on appeal, absent clear abuse (not present in this case), the manner in which this discretion is exercised will not be disturbed.” 288 Md. at 28-29 , 415 A.2d at 583-84 (citation omitted) (quotations omitted). In Foy v. Prudential Ins.

Co. of America, 316 Md. 418 , 559 A.2d 371 (1989), this Court stated: • “Although a trial court is allowed discretion to deny a motion for summary judgment in favor of a full hearing on the merits, a court cannot draw upon discretionary power to grant summary judgment. “[0]rdinarily no party is entitled to a summary judgment as a matter of law. It is within the discretion of ¹⁶⁵ the judge hearing the motion, if he finds no uncontroverted material facts, to grant summary judgment or to require a trial on the merits. It is not reversible error for him to deny the motion and require a trial.” 316 Md. at 423-24 , 559 A.2d at 373 (citing Basiliko, supra) 4 As indicated, a trial court may even exercise its discretionary power to deny a motion for summary judgment when the moving party has met the technical requirements of summary judgment. Basiliko, 288 Md. at 28 , 415 A.2d at 583 .

Thus, on appeal, the standard of review for a denial of a motion for summary judgment is whether the trial judge abused his discretion and in the absence of such a showing, the decision of the trial judge will not be disturbed. Foy, 316 Md. at 424 , 559 A.2d at 374 ; Basiliko, 288 Md. at 29 , 415 A.2d at 584 .

III

Discussion Before we may address the dispositive issue on this appeal, whether an appellate court must consider on its review portions of the record of a prior case the appellate court ordered to be obtained and supplemented into the record of a later case, we must first examine the findings of the Court of Special Appeals regarding the trial court’s determinations with respect to Dashiell’s motion for summary judgment. A. Statute of Limitations By way of background, we return to the en banc majority opinion of the Court of Special Appeals: “The prenuptial agreement that is the basis of Meeks’s alleged legal malpractice claim against Dashiell was executed by Meeks on November 3, 1989. The complaint asserting the malpractice claim was filed on October 24, 2003. Dashiell asserted in the motion for summary judgment that ‘Maryland law presumes that [Meeks] knew the contents of ¹⁶⁶ the [prenuptial] contract he signed in 1989.

The contract did not contain a waiver of alimony provision. Because thirteen years have passed from the date the contract was signed, and [Meeks] had knowledge of the lack of an alimony provision, this claim is barred under the applicable three-year statute of limitations.’ “In Meeks’s affidavit filed in opposition to the motion for summary judgment, however, Meeks asserted, under oath: T first discovered that the waiver of alimony provision was not in the executed antenuptial agreement when I consulted with an attorney in 2001 regarding a divorce from my wife, [Davis].’ Meeks further asserted in his affidavit that when he had, prior to the date of signing, reviewed a draft of the proposed prenuptial agreement, the draft ‘contained a waiver of alimony provision’; that he ‘was not made aware of any negotiations that occurred between the time [he] reviewed the draft of the antenuptial agreement and the execution of the final agreement that related to alimony’; and that ‘[p]rior to executing the antenuptial agreement, [Meeks] was not advised by [his] attorney, Charles R. Dashiell, Jr., or any other individual employed by Hearne and Bailey, P.A., that the waiver of alimony provision had been removed from the agreement.’ “The motion judge apparently discounted Meeks’s sworn statement that he had no actual awareness that the waiver-of-alimony provision had been deleted by his attorney without Meeks’s knowledge from the final draft of the prenuptial agreement. The motion court accepted Dashiell’s argument, based upon Merit Music v. Sonneborn, 245 Md. 213, 221-22 , 225 A.2d 470 (1967), that Meeks was presumed to know the contents of the document he signed. The motion court treated such presumed knowledge as sufficient to establish as a matter of law that Meeks was on inquiry notice of his potential malpractice claim the day he signed the document in question.

Accordingly, the motion court ruled that Meeks was ‘charged with knowing the contents of the document that he signed, and that his [statute of] ¹⁶⁷ limitations would have begun [at] the time of the execution of the document.’ ” Meeks, 166 Md.App. at 428—430, 890 A.2d at 787-88 . Generally, it is the rule under Maryland contract law that, as between the parties to an agreement, a party who signs a contract is presumed to have read and understood its terms and that the party will be bound by them when that document is executed. Holloman v. Circuit City Stores, 391 Md. 580, 595 , 894 A.2d 547, 556 (2006) citing Walther v. Sovereign Bank, 386 Md. 412, 444 , 872 A.2d 735 (2005) (“If petitioners did not [read the agreement] before they signed the agreement, they have no persons to blame but themselves. As expressed earlier in our discussion, we are loathe to rescind a conspicuous arbitration agreement that was signed by a party who now, for whatever reason, does not desire to fulfill that agreement.”); Binder v. Benson, 225 Md. 456, 461 , 171 A.2d 248, 250 (1961) (“[T]he usual rule is that if there is no fraud, duress or mutual mistake, one who has the capacity to understand a written document who reads and signs it, or without reading it or having it read to him, signs it, is bound by his signature as to all of its terms.”) (citations omitted); McGrath v. Peterson, 127 Md. 412, 416 , 96 A. 551, 553 (1916) (“ ‘It would lead to startling results if a person, who executes without coercion or undue persuasion, a solemn release under seal, can subsequently impeach it on the ground of his own carelessness though at the very time of its execution he might, had he seen fit, had advised himself fully as to the nature and legal effect of the act he was doing.’ ” (quoting Spitze v. Baltimore & Ohio R.R. Co., 75 Md. 162 , 23 A. 307 (1892))).

The principle represented by each of the cases cited above is distinguishable from the present malpractice claim for the purposes of determining when the statute of limitations began to run. Those cases all involved disputes between parties to a contract where one party was attempting to enforce a contract against the other party. This case involves a negligence claim against an alleged tortfeasor who was not a party to the contract which is the subject of the ¹⁶⁸ dispute. Thus, even though a person is presumed to have read and understood the terms of a contract at the moment of execution, we agree with the Court of Special Appeals that this principle of contract law: “does not conclusively establish as a matter of law that the statute of limitations for a legal malpractice claim against the attorney who prepared the contract expires three years after the date the contract was signed.

This is particularly so when, as alleged in this case, the attorney assures the client that the document is ready for the client’s signature and advises the client to sign the document without rereading it.” Meeks, 166 Md.App. at 430 , 890 A.2d at 788 . We conclude, for the purpose of determining the accrual of the statute of limitations, that, in the context of this case, the Circuit Court for Wicomico County erred as a matter of law when holding that Meeks was charged with knowledge of the alleged malpractice at the time he signed the document. We, like the Court of Special Appeals, think the Circuit Court should have applied what is commonly referred to as the “discovery rule” in order to determine when Meeks was put on notice of his potential claim. We explain.

It is generally true that granting summary judgment for a defendant is appropriate when the statute of limitations governing the action has expired. See Maryland Code (1973, 2002 RepLVoL), § 5-101 of the Courts and Judicial Proceedings Article. This Court, however, has recognized the inherent unfairness of “charging a plaintiff with slumbering on his rights where it was not reasonably possible to have obtained notice of the nature and cause of an injury ...” and we have adopted the discovery rule to determine the date of accrual of a cause of action. Frederick Road Ltd. Partnership v. Brown & Sturm, 360 Md. 76, 95 , 756 A.2d 963, 973 (2000) (citing Hahn v. Claybrook, 130 Md. 179, 186-87 , 100 A. 83, 85-86 (1917)).

Chief Judge Bell, writing for the Frederick Road Court, explained the operation of the discovery rule and its impact on motions for summary judgment based on the expiration of the statute of limitations: ¹⁶⁹ “The discovery rule tolls the accrual of the limitations period until the time the plaintiff discovers, or through the exercise of due diligence, should have discovered, the injury. Thus, before an action is said to have accrued, a plaintiff must have notice of the nature and cause of his or her injury. See, Pennwalt [v. Nasios], [ ] 314 Md. [433] at 453, 550 A.2d [1155] at 1165-66 [ (1988) ] (holding that limitations do not begin to run until a plaintiff knows or reasonably should know the nature and cause of his or her harm.); See also, United Parcel [Service v. People’s Counsel for Baltimore County], [] 336 Md. [569] at 579, 650 A.2d [226] at 231 [ (1994) ] (holding that ‘a cause of action “accrues” within the meaning of § 5-101 when “the plaintiff knows or should know of the injury, its probable cause, and ... [the defendant’s] wrongdoing....” ’)(citing Hecht [v. Resolution Trust Corp.], [ ] 333