Dua v. Comcast Cable of Maryland, Inc.

ELDRIDGE, Judge. We issued writs of certiorari in these cases to determine the constitutionality of retroactive provisions in two statutes enacted by the General Assembly. Ch. 59 of the Acts of 2000, effective October 1, 2000, enacted detailed regulations governing provisions for late fees in “consumer contracts,” including regulations concerning the allowable amounts of late fees. Section 5 of Ch. 59 stated that “this Act shall apply to all late fees provided for in contracts ⁶¹¹ entered into, or in effect, on or after November 5, 1995.” In addition, Section 6 stated that the Act shall apply to all cases pending in courts on or after June 1, 2000, including those where final judgments had been rendered as long as all appeals had not been exhausted.

Ch. 569 of the Acts of 2000, effective June 1, 2000, generally authorized contracts between health maintenance organizations and subscribers to contain provisions “allowing the health maintenance organization to be subrogated to a cause of action that a subscriber has against another person.” Ch. 569 went on to set forth some exceptions, limitations, and requirements with regard to such contractual subrogation provisions, including the requirement that a health maintenance organization’s rates reflect any subrogation clause in its contracts. Section 2 of Ch. 569 provided that the new statute shall apply to cases pending on or after June 1, 2000, and Section 3 of Ch. 569 stated “[t]hat this Act shall apply to all subrogation recoveries by health maintenance organizations recovered on or after January 1,1976.” The petitioners in the two cases before us challenge the retroactive provisions of Chs. 59 and 569 on numerous state and federal constitutional grounds. We shall hold that the retroactive provisions in both statutes violate Articles 19 and 24 of the Maryland Declaration of Rights and Article III, § 40, of the Maryland Constitution. We shall not reach the federal constitutional issues or the other state constitutional issues raised by the petitioners.

I. Since this opinion encompasses two separate cases in this Court, Nos. 71 and 121, we shall set forth the background and relevant facts of each case separately. A. No. 71 The dispute in No. 71 had its genesis in this Court’s opinion in United Cable v. Burch, 354 Md. 658 , 732 A.2d 887 (1999). Burch was an action by consumer cable television subscribers ⁶¹² against their cable television provider, challenging the five dollar per month late fee that was charged to subscribers who did not pay their monthly bills by a particular date each month. This Court, in an opinion by Judge Rodowsky, extensively reviewed Maryland cases and other authorities and held that, under the common law rule in effect in Maryland, when money is not paid by a date certain in a contract “ ‘for the payment of a definite sum of money[,] the measure of damages is the amount of money promised to be paid, with legal interest,’ ” United Cable v. Burch, supra, 354 Md. at 669 , 732 A.2d at 893 , quoting Poe, Pleading and Practice in the Courts of Law in Maryland § 584C, at 608 (Tiffany ed.1925) (emphasis added by the Burch opinion).

Consequently, the defendant United Cable was entitled to charge a late fee, when the principal was not paid by the due date, only at the legal rate of interest. We continued in Burch by setting forth Article III, § 57, of the Maryland Constitution which states: “The Legal Rate of Interest shall be Six per cent per annum, unless otherwise provided by the General Assembly.” We then reviewed several enactments by the General Assembly regulating certain late charges or exempting some late charges from the category of “interest,” or otherwise dealing with specified late charges. The Burch opinion pointed out that “there is no statute that authorizes or regulates United’s late charges, so that United’s late charge remains subject to the common law rule.” 354 Md. at 681 , 732 A.2d at 899 . As no statute provided to the contrary, the Court in Burch held that, under Article III, § 57, of the Constitution, six per cent per annum “is that rate by which United’s liquidated damages provision must be measured.” 354 Md. at 675 , 732 A.2d at 896 .

The Court in Burch concluded as follows ( 354 Md. at 683 , 732 A.2d at 900 ): “The constitutionalized public policy of Maryland remains that the legal rate of interest is six percent and that, if any changes in that rate are to be made, they are to be made by ⁶¹³ the General Assembly. Inasmuch as damages for breach of a contract to pay money are pegged to the lawful rate of interest, a change in that common law rule of damages, absent a statutory basis, would have the same effect as judicially changing the Constitution or as judicially enacting a statute that has not been enacted by the General Assembly.” The Court affirmed the trial court’s judgment which had required that United Cable refund the greater part of the monthly late fee which it had charged each subscriber who did not pay on time. Ch. 59 of the Acts of 2000 was a legislative response to the Burch decision, and, in that statute, the Legislature for the first time enacted statutory provisions regulating late fees in contracts like those involved in Burch . There is no challenge in this case to the prospective operation of Ch. 59, applying to late fees in consumer contracts, covered by the statute, entered into on or after October 1, 2000.

The constitutional challenge is to the retroactive application of the statute. Turning to the relevant facts in No. 71, several consumer subscribers of cable television services provided by Comcast Cable of Maryland, Inc., at various times in 1999, filed actions in the Circuit Court for Baltimore County and the Circuit Court for Harford County against Comcast Cable of Maryland, Inc., and several of its affiliated corporations (hereafter referred to collectively as “Comcast”). The plaintiffs sought to recover from Comcast monthly late fees which they had paid to Comcast, to the extent that such fees exceeded six per cent per annum. The Harford County actions were transferred to the Circuit Court for Baltimore County, and all of the actions were consolidated in February 2000.

Subsequently, after the passage of Ch. 59 of the Acts of 2000, the defendants moved to dismiss the actions on the ground that Ch. 59 validated the late fees and applied to pending causes of action, requiring that they be dismissed. The plaintiffs responded by arguing that the retroactive sec ⁶¹⁴ tions of Ch. 59 violated various provisions of the state and federal constitutions. After the submission of memoranda and a hearing, the Circuit Court rejected the plaintiffs’ constitutional arguments, held that the retroactive sections of Ch. 59 were valid, and granted the defendants’ motion to dismiss. The only issues decided by the court were those relating to the constitutionality of Ch. 59.

The plaintiffs filed a notice of appeal and, prior to any proceedings in the Court of Special Appeals, filed in this Court a petition for a writ of certiorari. We granted the petition, Dua v. Comcast, 360 Md. 485 , 759 A.2d 230 (2000). B. No. 121 Like No. 71, the controversy in No. 121 also began with a decision by this Court, Riemer v. Columbia Medical Plan, 358 Md. 222 , 747 A.2d 677 (2000). The facts of Riemer were that several members or subscribers of Columbia Medical Plan, Inc., a health maintenance organization (HMO), who had been injured by negligent third parties, had received health care benefits from the HMO because of such injuries.

The members of the HMO brought tort claims against the negligent third parties and received tort damages as a result of settlements or judgments. The HMO then asserted a “right” of subrogation, and received from the members reimbursements for the health care benefits which the HMO had earlier provided. The members of the HMO then brought an action against the HMO, seeking recovery of the money which had been reimbursed to the HMO and a declaratory judgment that the HMO had no right of subrogation and had “claim[ed] improperly a subrogation interest in and a lien against third-party settlement recoveries by [plaintiffs].” Riemer v. Columbia Medical Plan, supra, 358 Md. at 227 , 747 A.2d at 680 . The trial court in Riemer granted judgment for the HMO, but this Court reversed.

In an opinion by Judge Cathell, the Court held as follows (Riemer, 358 Md. at 233 , 747 A.2d at 683 , footnote omitted): ⁶¹⁵ “We hold that generally, pursuant to sections 19-701(f) and 19-710(b) and (o) of the Health-General Article, and the general statutory scheme of Maryland’s Health Maintenance Organization Act, an HMO may not pursue its members for restitution, reimbursement, or subrogation after the members have received a financial settlement from a third-party tortfeasor, any contract to the contrary notwithstanding. Restitution, reimbursement, and subrogation provisions are contrary to the express wording of subtitle 7 of Title 19 of the Health-General Article. Moreover, they are in conflict with the basic nature of HMOs based on subscriber per fee services. Under the basic concept of HMOs, a subscriber has no further obligation, primary or otherwise, beyond his or her fee for health services provided.

Accordingly, there is, in any event, nothing for an HMO to be subrogated to. The subscriber is not a primary debtor. The HMO, as to the fees paid health care providers, i.e., doctors, hospitals, etc., is the primary debtor. We hold that the trial court erred ... and accordingly, we reverse.” Ch. 569 of the Acts of 2000 constituted the legislative response to Riemer .

The General Assembly in that Act, for the first time, enacted a statutory basis for subrogation or reimbursement claims by an HMO out of their members’ tort recoveries from negligent third parties. The facts in No. 121 are as follows. Douglas Harvey was an employee of the Prince George’s County Department of Corrections, and he was a member of an HMO, Kaiser Foundation Health Plan of the Mid-Atlantic, Inc. Harvey was injured in an automobile collision in December 1996, when a negligent driver crossed the center line of the road and collided with Harvey’s vehicle. Kaiser provided medical care to Harvey, and subsequently Harvey received $36,000.00 from the tortfeasor’s liability insurer.

Kaiser asserted a lien against Harvey’s tort recovery, representing the value of the medical services which the HMO had rendered. In 1999, Harvey paid Kaiser $3,396.30. ⁶¹⁶ On June 26, 2000, shortly after Ch. 569 of the Acts of 2000 went into effect, Harvey filed in the Circuit Court for Montgomery County this action against Kaiser, seeking a declaratory judgment that the retroactive sections of Ch. 569 violated various provisions of the state and federal constitutions. After briefing and oral argument, the Circuit Court filed a declaratory judgment, declaring that Ch. 569 violated neither the Takings Clause of the Fifth Amendment nor the Fourteenth Amendment to the United States Constitution. The court further declared that Ch. 569 did not violate the following provisions of the Maryland Constitution: Article III, § 33; Article III, § 40; Article 8 of the Declaration of Rights; Article 19 of the Declaration of Rights; and Article 24 of the Declaration of Rights.

Harvey took an appeal, and, prior to any proceedings in the Court of Special Appeals, he filed in this Court a petition for a writ of certiorari which we granted. Harvey v. Kaiser, 362 Md. 359 , 765 A.2d 142 (2001). C. In this Court, the petitioners in Nos. 71 and 121, along with several amici curiae supporting them, challenge the retroactive provisions of Chs. 59 and 569 on the same multitude of constitutional grounds raised in the trial courts. They assert that the retroactive provisions of Chs. 59 and 569 violate both the Takings Clause of the Fifth Amendment and the Due Process Clause of the Fourteenth Amendment to the United States Constitution, as well as impairing the obligation of contracts in violation of Article 1, § 10, cl. 1, of the United States Constitution.

In addition, it is contended that the retroactive portions of Chs. 59 and 569 violate the separation of powers requirement in Article 8 of the Maryland Declaration of Rights because the General Assembly was allegedly “acting in a judicial capacity.” (Petitioner’s brief in No. 121, at 39). 1 Petitioners also claim ⁶¹⁷ that the retrospective portions of the statutes violate Articles 19 and 24 of the Maryland Declaration of Rights. 2 Petitioners in No. 71 also contend that the retroactive sections of Ch. 59 represent “the exercise of monopoly power” in violation of Article 41 of the Declaration of Rights. (Petitioners’ brief at 37). 3 The petitioners further maintain that the retroactive statutes are special laws in violation of Article III, § 33, of the Maryland Constitution, 4 and that they represent an unconsti ⁶¹⁸ tutional taking of property under Article III, § 40, of the Maryland Constitution. 5 Finally, it is argued in No. 71 that Article III, § 57, of the Maryland Constitution, permitting the General Assembly to provide for a rate of interest different from the constitutionally prescribed six per cent, does not authorize retroactive action by the Legislature but allows only prospective changes in the legal interest rate. As previously indicated, we shall hold that the retrospective portions of Chs. 59 and 569 of the Acts of 2000 are unconstitutional under Articles 19 and 24 of the Maryland Declaration of Rights and Article III, § 40, of the Maryland Constitution. We shall not reach any of the issues raised under the other provisions of the Maryland Constitution, and we shall not reach any of the federal constitutional issues raised by the petitioners. 6 ⁶¹⁹ II.

We shall first address the issues under Article 24 of the Maryland Declaration of Rights and Article III, § 40, of the Maryland Constitution. The petitioners and the amici curiae joining them argue that the retroactive provisions of Chs. 59 and 569 abrogate vested property rights protected by Article 24 and Article III, § 40, and that, therefore, the retroactive provisions are unconstitutional. The respondents, as well as the amici curiae supporting their position, contend, as a matter of federal constitutional law, that “retroactive civil legislation is sustained if it has a rational basis” (respondents’ brief in No. 71, at 13), that retroactive legislation is valid if there is “ ‘a rational legislative purpose’ ” (respondent’s brief in No. 121, at 13), that the “rational basis test” is the “modern rule for analysis of retroactive legislation under the federal Due Process Clause” (State of Maryland’s brief in No. 71, at 7), and that retroactive statutes adjusting “the benefits and burdens of economic life ... will be upheld unless they are arbitrary or irrational” (State of Maryland’s brief in No. 121, at 4). The second premise in the respondents’ syllogism is that the Maryland constitutional provisions protecting property rights, namely Articles 19 and 24 of the Declaration of Rights and Article III, § 40, of the Constitution, are in pari materia with and “ ‘have long been equated with the Federal due process clause and . .. provide the same, but no greater, rights and protection,’ ” or, with respect to Article III, § 40, and the Fifth Amendment’s Takings Clause, “are parallel and are treated equally for interpretation purposes” (respondent’s brief in No. 121, at 9-10, 33).

Therefore, according to the respondents, the standard for determining the validity of retrospective civil legislation, under both the Constitution of the United States and the Constitution of Maryland, is the rational basis test. Since, in the view of the respondents and the amici curias joining them, the retrospective provisions of Chs. 59 and 569 of the Acts of 2000 are rational, they are valid under both the federal and state constitutions. ⁶²⁰ As previously discussed, we express no view as to the validity of the retrospective portions of Chs. 59 and 569 under the federal Constitution. 7 On the other hand, the many opinions of this Court concerning the validity under the Maryland Constitution of retroactive legislation make it clear that the retroactive provisions of Chs. 59 and 569 violate the Maryland Constitution. The respondents and amici on their side have not called to our attention any opinion by this Court which supports their analysis and the result which they seek. 8 A. We shall first address the respondents’ premise that Articles 19 and 24 of the Maryland Declaration of Rights, and Article III, § 40, of the Maryland Constitution, must be interpreted and applied precisely the same as the Takings Clause of the Fifth Amendment and the Fourteenth Amendment to the United States Constitution. Preliminarily, Article 19 of the Declaration of Rights has no counterpart in the United States Constitution, and most of our opinions interpreting and applying Article 19 have not relied on cases applying dissimilar provisions of the United States Constitution.

See, e.g., Robinson v. Bunch, 367 Md. 432, 444 , ⁶²¹ 788 A.2d 636, 644 (2002); State v. Board of Education, 346 Md. 633, 647 , 697 A.2d 1334, 1341 (1997); Ashton v. Brown, 339 Md. 70, 102-106 , 660 A.2d 447, 464-465 (1995); Clea v. City of Baltimore, 312 Md. 662, 680-681 , 541 A.2d 1303, 1312 (1988); Weyler v. Gibson, 110 Md. 636, 653-654 , 73 A. 261, 263 (1909). We shall address the issues raised under Article 19 in Part V of this opinion, infra. Many provisions of the Maryland Constitution, such as Article 24 of the Declaration of Rights and Article III, § 40, of the Maryland Constitution, do have counterparts in the United States Constitution. We have often commented that such state constitutional provisions are in pari materia with their federal counterparts or are the equivalent of federal constitutional provisions or generally should be interpreted in the same manner as federal provisions.

Nevertheless, we have also emphasized that, simply because a Maryland constitutional provision is in pari materia with a federal one or has a federal counterpart, does not mean that the provision will always be interpreted or applied in the same manner as its federal counterpart. Furthermore, cases interpreting and applying a federal constitutional provision are only persuasive authority with respect to the similar Maryland provision. Thus, in Attorney General v. Waldron, 289 Md. 683, 714 , 426 A.2d 929, 946 (1981), Judge Digges lor the Court, referring to the equal protection component of Article 24 of the Declaration of Rights and the Equal Protection Clause of the Fourteenth Amendment, stated: “Although the equal protection clause of the fourteenth amendment and the equal protection principle embodied in Article 24 are ‘in pari materia,’ and decisions applying one provision are persuasive authority in cases involving the other, we reiterate that each provision is independent, and a violation of one is not necessarily a violation of the other. “Nevertheless, because the State equal protection principle is possessed of independent animation, in [some] circum ⁶²² stances the application of Article 24 of the Maryland Declaration of Rights may require a result at variance with the Supreme Court’s application of the fourteenth amendment’s equal protection clause.” Another example is the self-incrimination privilege guaranteed by Article 22 of the Declaration of Rights and the equivalent privilege under the Fifth Amendment. In one of the cases pointing out that “ ‘Article 22 is generally “in pari materia ” with its federal counterpart,’ ” we immediately continued: “There appear to be ... two situations where the privilege under Article 22 has been viewed differently, and more broadly, than the privilege under the Fifth Amendment.” Choi v. State, 316 Md. 529 , 535 n. 3, 560 A.2d 1108 , 1111 n. 3 (1989).

Article 26 of the Declaration of Rights has often been described as in pari materia with or the equivalent of the Fourth Amendment. Nonetheless, in a case interpreting and applying Article 26, Gahan v. State, 290 Md. 310, 322 , 430 A.2d 49, 55 (1981), Judge Marvin Smith for the Court reiterated that, “although a clause of the United States Constitution and one in our Declaration of Rights may be ‘in pari materia,’ and thus ‘decisions applying one provision are persuasive authority in cases involving the other, we reiterate that each provision is • independent, and a violation of one is not necessarily a violation of the other.’ ” See Frankel v. Board of Regents, 361 Md. 298, 313 , 761 A.2d 324, 332 (2000) (pointing out that Article 24 and the Fourteenth Amendment are complementary but independent, and that governmental action may be unconstitutional under the authority of Article 24 alone). Accord: Maryland Aggregates v. State, 337 Md. 658 , 671-672 n. 8, 655 A.2d 886 , 893 n. 8, cert. denied, 514 U.S. 1111 , 115 S.Ct. 1965 , 131 L.Ed.2d 856 (1995); Verzi v. Baltimore County, 333 Md. 411, 417 , 635 A.2d 967, 970 (1994); Kirsch v. Prince George’s County, 331 Md. 89, 97 , 626 A.2d 372, 376 , cert. denied, 510 U.S. 1011 , 114 S.Ct. 600 , ⁶²³ 126 L.Ed.2d 565 (1993); Murphy v. Edmonds, 325 Md. 342, 354 , 601 A.2d 102,108 (1992). Consequently, in applying Article 24 of the Maryland Declaration of Rights and Article III, § 40, of the Maryland Constitution, decisions applying federal constitutional provisions are no more than persuasive authorities.

Moreover, because of the numerous opinions by this Court dealing with the constitutionality of retroactive civil statutes, principles of stare decisis dictate the result in the two cases at bar. Thus, in applying Article 24 of the Declaration of Rights and Article III, § 40, of the Constitution to the present cases, there is little reason to rely on non-binding out-of-state authority. B. It has been firmly settled by this Court’s opinions that the Constitution of Maryland prohibits legislation which retroactively abrogates vested rights. No matter how “rational” under particular circumstances, the State is constitutionally precluded from abolishing a vested property right or taking one person’s property and giving it to someone else.

The state constitutional standard for determining the- validity of retroactive civil legislation is whether vested rights are impaired and not whether the statute has a rational basis. Thus, when the General Assembly 150 years ago changed the elements of adverse possession so as to make it easier for the adverse possessor to divest the paper title holder of his property, this Court invalidated the retroactive portion of the statute. Thistle v. The Frostburg Coal Co., 10 Md. 129 (1856). In language which has often been repeated since, the Court in Thistle stated (id. at 144-145): “It is clearly not within the scope of the legislative power, to give to a law the effect of taking from one man his property and giving it to another, by any new rule of tenure, retroactive in its character. “Hence, as we have said, it was not in the power of the legislature to change this rule of law, so far as to give it a ⁶²⁴ retroactive operation, because it would virtually be taking the land of one man, held by a good legal title, and giving it to another, who the law has said had none.” Moreover, with regard to the argument that the “rational basis” test is the appropriate standard for determining the validity of retroactive legislation, this Court has held that the General Assembly’s view “of right or justice” will not validate retroactive abrogations of vested rights.

In holding unconstitutional a retroactive statute having the effect of validating a void deed and. thereby abrogating a widow’s vested dower right, Judge Alvey for the Court in Grove v. Todd, 41 Md. 633, 641-642 (1875), emphasized: “She has a right to insist, according to the Declaration of Rights, Art. 23 [now Art. 24], that she shall not be disseized of her freehold, liberties, or privileges, or deprived of her property, otherwise than by the judgment of her peers, or by the law of the land; or, as these latter terms are defined, by due course of legal proceedings, according to those rules and forms which have been established for the protection of private rights. 2 Kent’s Com., 13; The Regents v. Williams, 9 Gill & John., 412; Wright v. Wright, 2 Md., 452; Westervelt v. Gregg, 12 N.Y., 209 ; Reese v. City of Watertown, 19 Wall., 122 . The deed being utterly void and without effect as to her estate, if she is now divested of her right of dower, it is by force of the statute and not of the deed; the statute operating through the form of the otherwise void deed to transfer the estate. To concede to the Legislature the power, by retroactive legislation, adopted without the consent of the party to be affected, to accomplish such a result, is at once to concede to it the power to divest the rights of property and transfer them without the forms of law, upon any notion of right or justice that the Legislature may think proper to adopt: — a concession that can never be made in a government where the rights of property do not depend upon the mere will of the Legislature, and which professes to maintain a regular system of laws for the protection of the rights of property of its citizens.” (Emphasis added). ⁶²⁵ See also Cooper v. Wicomico County, 284 Md. 576, 584 , 398 A.2d 1237, 1241 (1979), where, more recently, this Court held that the General Assembly’s purpose, “to alleviate the effects of inflation which rendered future payments under prior [workers’] compensation awards totally inadequate to meet an employee’s needs,” did not validate a retroactive statute which increased the amounts payable under prior workers’ compensation awards, and which indirectly increased the amounts payable by employers. The Court took the position that the retroactive statute affected the employers’ “contractual and other vested rights” and, therefore, was not “in conformity with ... due process requirements”(ibid.).

The above-quoted opinions are not simply historical relics. Instead, the principles of Maryland constitutional law there set forth were reiterated very recently in Langston v. Riffe, 359 Md. 396, 418 , 754 A.2d 389, 400 (2000), and Rawlings v. Rawlings, 362 Md. 535, 559 , 766 A.2d 98, 111 (2001), where Judges Cathell and Harrell for the Court emphasized that even “a remedial or procedural statute may not be applied retroactively if it will interfere with vested or substantive rights.” From the earliest cases to the present, this Court has consistently taken the position that retroactive legislation, depriving persons or private entities of vested rights, violates the Maryland Constitution, regardless of the reasonableness or “rational basis” underlying the legislation. In addition to the above-cited cases, see, e.g., Berrett v. Oliver, 7 G. & J. 191, 206 (1835) (With regard to legislation which, inter alia, retroactively annulled deeds, the Court stated: “Can the Legislature exercise such a power? Unquestionably not”); University v. Williams, 9 G. & J. 365, 412-413 (1838) (Transferring the property of a private university to another body, without the former’s consent, violated what is now Article 24 of the Declaration of Rights); Baugher, et al. v. Nelson, 9 Gill 299, 309 (1850) (“[A]n act which divests a right through the instrumentality of the remedy and under the pretense of regulating it, is as objectionable as if the shaft was leveled directly at the right itself’); Wilderman v. Mayor & City Council of Balti ⁶²⁶ more, 8 Md. 551, 556 (1855) (When the testator died in 1838, the “rights of the residuary devisees thereby became immediately vested, and it was not in the power of the Legislature by giving the act of 1842, chap. 86, such a retrospective operation, so as to divest the vested rights acquired under the will”); State, use of Isaac v. Jones, 21 Md. 432, 437 (1864) (The “abrogation or suspension of a remedy, necessary to enforce the obligation of an existing contract, ... is void”); Trustees of M.E. Church v. Warren, 28 Md. 338, 355 (1868) (the General Assembly’s enactment of retroactive legislation “transcended its constitutional powers”); Bramble v. State, use of Twilley, 41 Md. 435, 442 (1875) (A person’s right to a sum of money, under a statute, “could not have been affected by a subsequent repealing Act”); Williar v. Loan Ass’n, 45 Md. 546, 558 (1877) (“It has been repeatedly held by this Court that the Legislature cannot by a retroactive law, take away vested rights”); Rock Hill College v. Jones, 47 Md. 1, 17-18 (1877) (“ ‘A law ... can be repealed by the law-giver; but the rights which have been acquired under it while it was in force, do not thereby cease.’ * * * [W]here rights ... have become vested, such rights are considered as being beyond the power of the Legislature to divest them”); Remington v. Metropolitan Savings Bank, 76 Md. 546, 548 , 25 A. 666, 667 (1893) (Distributees’ rights became vested upon the testator’s death, “and could not be divested by any subsequent legislation, because it would divest vested rights”); Garrison v. Hill, 81 Md. 551, 556 , 32 A. 191, 192 (1895) (The appellant was entitled to obtain certain property, and the “Legislature had no power to take from her this vested right”); Manning v. Carruthers, 83 Md. 1, 7-8 , 34 A. 254, 255 (1896) (Legislation which “would entirely destroy the right of action which was vested” cannot be given retroactive effect because giving it such “effect would render it unconstitutional, as being an attempt to destroy vested rights of action”); Baumeister v. Silver, 98 Md. 418, 427 , 56 A. 825, 828 (1904) (Parties “had a vested right to sue when the Act of 1894 was passed ..., and the Legislature could not take away that right”); Harris v. Whiteley, 98 Md. 430, 442 , 56 A. 823, 824 (1904) (“[I]t was beyond [the Legislature’s] power -to ⁶²⁷ divest or impair ... any vested rights of property acquired under previously existing laws”); Md. Jockey Club v. State, 106 Md. 413, 419 , 67 A. 239, 241 (1907) (“The effect of such [subsequent] legislation [was] not only to impair vested rights, but to take the property of the contributors under the [earlier] Act of 1870, and give it to others, in clear violation of the 23rd Article [now Article 24] of our Bill of Rights”); Anne Arundel County v. United Rys.

Co., 109 Md. 377, 391 , 72 A. 542, 547 (1909) (The “Legislature could not under the guise of an amendment to the charter of the company divest without compensation its vested property right acquired in the legitimate exercise of the powers conferred by its charter while that instrument remained in force”); Ireland v. Shipley, 165 Md. 90, 98 , 166 A. 593, 596 (1933) (The State “has not the power to destroy vested rights without compensation”); Allen v. Dovell, 193 Md. 359, 363-364 , 66 A.2d 795, 797 (1949) (The “Legislature cannot cut off all remedy and deprive a party of his [accrued] cause of action”); Comptroller v. Glenn L. Martin Co., 216 Md. 235, 258 , 140 A.2d 288, 300 , cert. denied, 358 U.S. 820 , 79 S.Ct. 34 , 3 L.Ed.2d 62 (1958) (A tax statute sought “to reach transactions completed long before its enactment,” and the Court held “that the retroactive application of [the Act] would be in conflict with Article 23 [now Article 24] of the Maryland Declaration of Rights”); Smith v. Westinghouse Electric, 266 Md. 52, 57 , 291 A.2d 452, 455 (1972) (A statute, which retroactively created a cause of action, resulting in reviving a cause of action that was otherwise barred, was held to deprive the defendant of property rights in violation of Article 24 of the Declaration of Rights); Dryfoos v. Hostetter, 268 Md. 396, 408 , 302 A.2d 28, 34 (1973) (A retroactive statute was held to be invalid, because “[t]o reach any other result would be tantamount to saying that the Legislature could take a property interest from one person and vest it in another, which cannot be done by statute”); Washington Nat’l Arena v. Prince George’s Co., 287 Md. 38 , 45 n. 3, 410 A.2d 1060 , 1064 n. 3, cert. denied, 449 U.S. 834 , 101 S.Ct. 106 , 66 L.Ed.2d 40 (1980) (The “application of a 1976 retrospective tax statute to voluntary transactions fully completed as long ago as 1968 ... ⁶²⁸ could not be upheld undei" the ... state constitutional provisions protecting property rights”); Vytar Associates v. City of Annapolis, 301 Md. 558, 574 , 483 A.2d 1263, 1271 (1984) (Retroactive application of statutes “to authorize imposition of ... rental dwellings license fees ... is invalid as impairing property rights in violation ... of Article 24 of the Maryland Declaration of Rights”); WSSC v. Riverdale Fire Co., 308 Md. 556, 564 , 520 A.2d 1319, 1323 (1987) (A “statute, even if intended to apply retrospectively, will not be given that effect if it would take vested rights”); Waters v. Montgomery County, 337 Md. 15, 29 , 650 A.2d 712, 718 (1994) (“In the final part of a retroactivity analysis, a court must determine whether the retroactive application of the statute or ordinance would interfere with vested rights”). The specific Maryland constitutional provision which is most often cited in the above-mentioned cases, for the principle that retroactive legislation impairing vested rights is invalid, is Article 24 of the Declaration of Rights, which is often referred to as the Maryland Constitution’s due process clause, and which, in language based on the Magna Carta, forbids, inter alia, deprivations of property not in accordance with “the law of the land.” See, e.g., Vytar Associates v. City of Annapolis, supra, 301 Md. at 574 , 483 A.2d at 1271 ; Cooper v. Wicomico County, supra, 284 Md. at 584 , 398 A.2d at 1241 ; Dryfoos v. Hostetter, supra, 268 Md. at 408 , 302 A.2d at 34 ; Smith v. Westinghouse Electric, supra, 266 Md. at 57 , 291 A.2d at 455 ; Comptroller v. Glenn L. Martin Co., supra, 216 Md. at 258 , 140 A.2d at 300 ; Allen v. Dovell, supra, 193 Md. at 364 , 66 A.2d at 797 ; Md. Jockey Club v. State, supra, 106 Md. at 419 , 67 A. at 241 ; Grove v. Todd, supra, 41 Md. at 641; University v. Williams, supra, 9 G. & J. at 412 . Other cases, referring to retroactive legislation which unconstitutionally “take[s] vested rights” (WSSC v. Riverdale Fire Co., supra, 308 Md. at 564 , 520 A.2d at 1323 ), or “destroy[s] vested rights without compensation” (Ireland v. Shipley, supra, 165 Md. at 98 , 166 A. at 596 ), or “divest[s] without compensation [a corporation’s] vested property right” (Anne Arundel County v. United Rys. Co., supra, 109 Md. at ⁶²⁹ 391, 72 A. at 547 ), seem to invoke Article III, § 40, of the Maryland Constitution, which prohibits the taking of private property “without just compensation.” Some opinions appear to invoke both Article 24 of the Declaration of Rights and Article III, § 40, indicating that retroactive civil statutes are invalid if they “take vested rights, [or] deny due process” (WSSC v. Riverdale Fire Co., supra, 308 Md. at 564 , 520 A.2d at 1323 ) or that they are invalid because they violate Maryland “constitutional provisions protecting property rights” (Washington Nat'l Arena v. Prince George’s Co., supra, 287 Md. at 45 n. 3, 410 A.2d at 1064, n. 3 ; Vytar Associates v. City of Annapolis, supra, 301 Md. at 572 , 483 A.2d at 1270 ).

See also Granahan v. Prince George’s County, 326 Md. 346, 357 , 605 A.2d 91, 97 (1992). Several opinions by this Court simply take the position that retrospective statutes impairing vested rights violate the Maryland Constitution, without citing a specific constitutional provision and without using descriptive language indicating which constitutional provision or provisions are involved. See, e.g., Safe Deposit Co. v. Marburg, 110 Md. 410, 415 , 72 A. 839, 841 (1909); Harris v. Whiteley, supra, 98 Md. at 442-444, 56 A. at 824-825 ; Baumeister v. Silver, supra, 98 Md. at 427-428, 56 A. at 828-829 ; Manning v. Carruthers, supra, 83 Md. at 7-8 , 34 A. at 255-256 ; Garrison v. Hill, supra, 81 Md. at 556-557 , 32 A. at 192-193 ; Remington v. Metropolitan Savings Bank, supra, 76 Md. at 548-549 , 25 A. at 667 ; Rock Hill College v. Jones, supra, 47 Md. at 17-18 ; Bramble v. State, use of Twilley, supra, 41 Md. at 442; Trustees of M.E. Church v. Warren, supra, 28 Md. at 355 ; Thistle v. Frostburg Coal Co., supra, 10 Md. at 144-145 ; Wilderman v. Mayor & City Council of Baltimore, supra, 8 Md. at 556 . In light of this Court’s opinions, it is clear that retrospective statutes abrogating vested property rights (including contractual rights) violate the Maryland Constitution.

To reiterate, the central issue, in cases like the present ones, is whether vested rights are violated and not whether the retroactive statutes are “rational.” The Court’s opinions indicate that the particular provisions of the Constitution which ⁶³⁰ are violated by such acts are Article 24 of the Declaration of Rights and Article III, § 40, of the Constitution. Furthermore, these constitutional provisions literally cover the matter. A statute having the effect of abrogating a vested property right, and not providing for compensation, does “authoriz[e] private property, to be taken ..., without just compensation” (Article III, § 40). Concomitantly, such a statute results in a person or entity being “deprived of his ... property” contrary to “the law of the land” (Article 24). 9 C. In arguing against a “vested rights” analysis, the respondents maintain that the “term ‘vested rights’ adds nothing to this Constitutional inquiry, ... because ‘it has long been recognized that the term “vested rights” is conclusory — a right is vested when it has been so far perfected that it cannot be taken away by statute’ ” (respondent’s brief in No. 121, at 9).

They assert that the “concept of ‘vested right’ is not a guide for reaching a conclusion, but a label placed on a result already reached” (respondents’ brief in No. 71, at 14). In support of these propositions, the respondents quote a passage from a law review article which, in a footnote in Washington Nat’l Arena v. Prince George’s Co., supra, 287 Md. at 46 n. 4, 410 A.2d at 1065 n. 4, this Court noted was the view of “one ⁶³¹ commentator.” See also Langston v. Riffe, supra, 359 Md. at 420 , 754 A.2d at 402 , quoting from the Washington Natl Arena footnote. The law has traditionally employed many terms such as “vested rights,” “accrual,” “choate” and “inchoate,” “proximate cause,” “consideration,” “malice,” “scope of employment,” and hundreds more, for purposes of describing particular concepts, activities, states, standards, elements of legal actions, etc. These types of terms are all to some extent conclusory, and one must examine case law, other legal authorities, and history to determine fully their meaning, scope, and applications. Nonetheless, such terms make up a large part of our legal system and are indispensable for a society governed by the rule of law.

They do have meanings and can satisfactorily be utilized in the resolution of cases. See, for example, this Court’s discussion and application of the term “actual malice” in Owens-Illinois v. Zenobia, 325 Md. 420 , 455-460 and n. 20, 601 A.2d 633 , 650-653 and n. 20 (1992), in the context of tort damages. The concept of vested property rights, in connection with retroactive civil legislation, has been developed in a multitude of this Court’s opinions. With some exceptions, the concept includes that which is regarded as a property right under Maryland property law. 10 With regard to retroactive legislation, an examination of our opinions discloses that the term “vested rights” is more precise, less conclusory, and less subjective, than the notion of “rational basis” argued for by the respondents and the amici curiae supporting them.

III

The