Fitzgerald v. Bell

John Fitzgerald, et al. v. Tatyana S. Bell, Personal Representative of the Estate of John Thurman Bell No. 3499, Sept. Term, 2018 Opinion by Leahy, J. Statute of Limitations > Accrual of Claims > Discovery Rule > Continuation of Events Theory As a corollary to the discovery rule, our courts recognize the “continuation of events” theory, pursuant to which the statute of limitations may be tolled when a confidential or fiduciary relationship exists between the parties. Frederick Rd. Ltd. P’ship v. Brown & Sturm, 360 Md. 76, 97-98 (2000). Fraudulent concealment is not required to toll the statute of limitations under the continuation of events theory.

Otherwise, the continuation of events theory would be subsumed by another “tangent of the discovery rule”—fraud. Supik v. Bodie, Nagle, Dolina, Smith & Hobbs, P.A., 152 Md. App. 698, 715 (2003). Maryland Uniform Commercial Code > Negotiable Instruments > Statute of Limitations > Accrual of Claims > Discovery Rule A clear majority of jurisdictions have held that, in the absence of fraudulent concealment, the discovery rule does not apply to negotiable instruments under the Uniform Commercial Code (“UCC”). See, e.g., Hawkins v. Nalick, 975 N.E.2d 793 , 798 (Ill.

App. Ct. 2012) (reviewing cases and determining that “the overwhelming majority of other jurisdictions that have addressed this issue have declined to apply the discovery rule to toll the statute of limitations for actions alleging the conversion of negotiable instruments”); Menichini v. Grant, 995 F.2d 1224, 1229 (3d Cir. 1993) (“Although a few courts apply the discovery rule to negotiable instrument theft on essentially equitable grounds, the tide of case law runs strongly against this approach.” (footnotes omitted)). Maryland Uniform Commercial Code > Negotiable Instruments > Statute of Limitations > Accrual of Claims > Discovery Rule Two major principles underlie the majority approach: (1) the finality, predictability, and swift resolution of commercial transactions and (2) the perceptible nature of the injury at the time of conversion. See Advance Dental Care, Inc. v. SunTrust Bank, 906 F. Supp. 2d 442, 447-48 (D. Md. 2012) (summarizing principles underlying the majority and minority approaches). Maryland Uniform Commercial Code > Negotiable Instruments > Statute of Limitations > Accrual of Claims > Discovery Rule Unlike the situation in which a claimant may not be aware of a claim (and the discovery rule may toll the statute of limitations), the payee on a negotiable instrument may determine his or her rights by reviewing the instrument, and, in the case in which payment is due on demand, may assert his or her claim immediately.

Maryland Uniform Commercial Code > Negotiable Instruments > Statute of Limitations > Accrual of Claims > Discovery Rule > CL § 3-118(b) We hold that, in the absence of fraudulent concealment, the discovery rule does not apply to toll the statute of limitations for an action to enforce a note payable on demand under CL § 3-118(b). Maryland Uniform Commercial Code > Negotiable Instruments > Statute of Limitations > Accrual of Claims > Notice JJF Management received a copy of the 1998 Note, and the 1998 Note provides that payment is due on demand. Accordingly, because JJF Management had actual knowledge of its claim under the 1998 Note, or, at a bare minimum, should have known of its claim, the existence of a confidential relationship could not serve to toll the limitations period. See Supik, 152 Md. App. at 714-15 .

Orphans’ Court for Montgomery County Estate No. W91740 REPORTED IN THE COURT OF SPECIAL APPEALS OF MARYLAND No. 3499 September Term, 2018 ______________________________________ JOHN FITZGERALD, ET AL. v. TATYANA S. BELL, PERSONAL REPRESENTATIVE OF THE ESTATE OF JOHN THURMAN BELL ______________________________________ Arthur, Leahy, Gould, JJ. ______________________________________ Opinion by Leahy, J. ______________________________________ Filed: April 30, 2020 Pursuant to Maryland Uniform Electronic Legal Materials Act (§§ 10-1601 et seq. of the State Government Article) this document is authentic. Suzanne Johnson 2020-04-30 15:45-04:00 Suzanne C. Johnson, Clerk This appeal is from the grant of summary judgment by the Orphans’ Court for Montgomery County on January 25, 2019, in favor of appellee Tatyana S. Bell, in her capacity as personal representative of the Estate of John Thurman Bell (the “Estate”). Appellants John J. Fitzgerald, Jr. and his company, JJF Management Services, Inc. (“JJF Management”) (collectively, the “Fitzgerald Parties”), challenged the Estate’s disallowance of their claims on two loans purportedly made to Mr. Bell in 1992 and 1998. Until his death in 2017, Mr. Bell was Mr. Fitzgerald’s close friend, and he was counsel to the Fitzgerald Parties.

The orphans’ court found that the claims were barred by the applicable statute of limitations notwithstanding, for purposes of summary judgment, the existence of a confidential relationship. The Fitzgerald Parties timely noted their appeal and present four issues for our review,1 which we recast and consolidate into the following two questions: 1 The Fitzgerald Parties phrased their questions presented as follows: 1. Given the Orphans’ Court’s finding that a confidential relationship existed between the Appellants and their attorney Bell, did the Orphans’ Court commit reversible error in granting summary judgment on grounds that there was no material dispute that the Appellants knew, or should have known, that the loans were subject to collection prior to the expiration of the statute of limitations? 2. Given the Orphans’ Court’s finding that a confidential relationship existed between the Appellants and their attorney Bell, did the Orphans’ Court commit reversible error in failing to shift the burden to the Appellee to show that attorney Bell acted with the utmost good faith and loyalty in connection with the loans, and to show that he made known to the Appellants all information that was significant and material to preserving their ability to collect the loans?

(Continued) I. Did the orphans’ court err in finding that there were no material facts in dispute?

II

Did the orphans’ court err in granting summary judgment to the Estate due to the expiration of the applicable statute of limitations, despite finding that a confidential relationship existed between Mr. Bell and the Fitzgerald Parties? We reverse the orphans’ court’s grant of summary judgment under the applicable statute of limitations on the claim relating to the 1992 Deed of Trust because the record does not establish when that claim accrued. Conversely, we affirm the grant of summary judgment in favor of the Estate on JJF Management’s claim relating to the 1998 Note. In so doing, we hold that, in the absence of fraudulent concealment, the discovery rule does not apply to toll the applicable statute of limitations for an action to enforce a demand promissory note under Maryland Code (1975, 2013 Repl.

Vol.), Commercial Law Article (“CL”) § 3-118(b). Accordingly, we affirm, in part, and reverse, in part, the judgment of the orphans’ court and remand for further proceedings consistent with this opinion. BACKGROUND2 3. Did the Orphans’ Court commit reversible error in failing to toll the statute of limitations, notwithstanding attorney Bell’s total failure to comply with the Rules of Professional Conduct requirements for doing business with a client and for handling client funds? 4.

May the judgment of the Orphans’ Court be upheld on any ground appearing in the record? 2 We summarize the facts in the light most favorable to the Fitzgerald Parties, the non-moving parties, and construe any reasonable inferences that may be drawn from the well-plead facts against the moving party. Conaway v. Deane, 401 Md. 219, 243 (2007). 2 John Thurman Bell died testate on June 17, 2017. Beginning some time prior to 1976 until his death, Mr. Bell, an attorney, rendered legal services to JJF Management and Mr. Fitzgerald, personally. JJF Management paid Mr. Bell a monthly retainer, and Mr. Fitzgerald paid Mr. Bell after legal services were rendered.

Mr. Fitzgerald deposed that he and Mr. Bell also developed a close personal friendship: they “often ate meals together on weekends, spoke on the phone often, and maintained a very happy and collegial relationship.” Mr. and Mrs. Bell received regular invitations to join Mr. Fitzgerald for Thanksgiving dinner at his club. During the course of their four-decades-long professional relationship and friendship, Mr. Bell would occasionally request loans from Mr. Fitzgerald and, according to Mr. Fitzgerald, Mr. Bell would “often repay these loans as agreed, would renegotiate the terms of the loan, or would roll the obligation into another new obligation.” When Mr. Bell requested a loan, he would “always create the paperwork documenting the loan, including promissory notes, and any security interests such as deeds of trust.” Between 1982 and 1989, Mr. Fitzgerald made a number of loans to Mr. Bell, and each was secured by various promissory notes to Mr. Fitzgerald. Mr. Bell had paid off a number of these loans during this seven-year period. According to Gregg J. Steinbarth, an attorney who worked for Mr. Bell and his law firm and is currently General Counsel of JJF Management, “[b]y October of 1992, the amount owed by Mr. Bell to Mr. Fitzgerald totaled somewhere between $235,000 to $305,000.” The parties decided to consolidate the debt, extend the time for repayment, and secure the debt with a Deed of Trust on Mr. Bell’s real property. 3 The 1992 Deed of Trust On October 10, 1992, Mr. Bell executed a “Money Loaned Deed of Trust” (“1992 Deed of Trust”) in favor of John J. Fitzgerald, Jr. as security for debt owed to Mr. Fitzgerald in the amount of $255,000.00 plus accrued interest.3 The 1992 Deed of Trust was “prepared under the supervision of Robert T. Wilson, an attorney duly admitted to practice before the Court of Appeals of the State of Maryland.” The 1992 Deed of Trust provides: This debt is evidenced by Borrower’s note* dated the same date as this Security Instrument [], which provides for monthly payments, with the full debt, if not paid earlier, due and payable on the day and year as set forth in the note.

The asterisk typed by the phrase “Borrower’s note” was retyped below with the following clarification: “The borrower has executed and delivered his four promissory notes payable in accordance with the specific terms as set forth herein.” Neither the Estate nor Mr. Fitzgerald produced the four promissory notes referenced in the Deed of Trust or testified as to their content before the orphans’ court. The Deed of Trust identified four parcels of land at Washington Grove Shopping Center, 105-117 Laytonsville Road, as the security conveyed to the trustee for the notes. Stephen J. Beck was present at the execution of the Deed of Trust and, as Mr. Fitzgerald’s agent, “made oath in due form of law that the consideration recited in said Deed of Trust is true and bona fide as therein set forth.” Mr. Bell allegedly never paid Mr. Fitzgerald any amounts on the note or notes secured by the 1992 Deed of Trust. Mr. Fitzgerald never demanded payment. 3 At his deposition, Mr. Fitzgerald could not recall the specifics of the loan, and could not recall whether Mr. Bell signed a written promissory note in connection with the 1992 loan. 4 The 1998 Note On July 8, 1998, JJF Management loaned Mr. Bell the sum of $281,649.00, as reflected in a “Confessed Judgment Note” (“1998 Note”).

The 1998 Note provides: FOR VALUE RECEIVED, the undersigned, JOHN T. BELL, promises to pay to the order of JJF MANAGEMENT SERVICES, INC., the principal sum of Two Hundred Eighty One Thousand Six Hundred Forty Nine Dollars ($281,649.00) and accruing interest at the rate of 11.9%. Said principal and final interest payment to be due and owing upon demand. Mr. Bell allegedly never paid JJF Management any amounts on the 1998 Note, and JJF Management never demanded payment. In his affidavit submitted in the orphans’ court, Mr. Fitzgerald attested that, for the 1992 Deed of Trust, the 1998 Note, and any other loan obligations: I always placed total trust and confidence in Mr. Bell.

He was not only my attorney but also my close personal friend. I expected him to advise me concerning the many on-going loans I and [JJF Management] had made to him. I counted on Mr. Bell to keep the loans separate and to keep a proper accounting of payments made. I also expected Mr. Bell to advise of any events that would prejudice my or [JJF Management]’s interests with respect to the loans.

The Estate On June 26, 2017, Mr. Bell’s Last Will and Testament, dated December 20, 2014, was filed in the Office of the Register of Wills for Montgomery County. Mrs. Bell was named as personal representative of Mr. Bell’s estate. On October 31, 2017, Mr. Fitzgerald filed a claim against the Estate in the amount of $927,823.57, based on the 1998 Note. On March 12, 2018, JJF Management filed a 5 “Corrected & Amended Claim Against Decedent’s Estate” (“JJF Management Claim”), correcting and certifying that the proper claimant was JJF Management, rather than Mr. Fitzgerald, and that the actual sum due and owing pursuant to the Note was actually $916,980.75.4 Also, on October 31st, Mr. Fitzgerald filed another claim against the Estate in the amount of $828,750.00, based on the 1992 Deed of Trust (“Fitzgerald Claim”).5 Mrs. Bell, in her capacity as personal representative of the Estate, filed notices of disallowance against the entire $927,823.57 and $828,750.00 claimed by Mr. Fitzgerald on December 1st.

In response, on January 8, 2018, Mr. Fitzgerald filed petitions for allowance of the JJF Management Claim and the Fitzgerald Claim. Summary Judgment On September 27, 2018, the Estate filed a motion for summary judgment on the Fitzgerald Claim and the JJF Management Claim on the grounds that both claims were barred by the applicable statute of limitations. The Estate averred that “it is undisputed that both claims, one 20 years old and a second 25 years old, are barred by the applicable statutes of limitations[.]” In its statement of undisputed facts, the Estate alleged that in 4 The amount claimed includes the unpaid principal balance of $281,649.00 and $635,331.75 in accrued interest from July 9, 1998, the date of the execution of the 1998 Note, through June 17, 2017, the date of Mr. Bell’s death, calculated at the rate of 11.9% per annum on the unpaid principal. 5 It is a mystery, on this record, how the Fitzgerald Parties were able to calculate the interest without the notes. 6 regard to the JJF Management Claim, Mr. Fitzgerald: “does not recall the circumstances of the promissory note”; “does not know if he had ever seen the Note”; “does not know whether Mr. Bell made a payment”; and “does not know (a) if JJF [Management] or [Mr. Fitzgerald] made a demand for payment. . . (b) if anyone else at JJF [Management] made a demand for payment and (c) if he ever discussed the note with decedent Bell.” Regarding the Fitzgerald Claim, the Estate averred that Mr. Fitzgerald: “does not remember if he or JJF [Management] made a loan to decedent Bell for $255,000 in approximately 1992”; “does not remember if decedent signed a written promissory note for the loan or loans on which the Fitzgerald Claim is based”; “does not know and does not remember if decedent made a payment on any loan for up to $255,000 reflected by the Fitzgerald Claim” or “if a demand for repayment was ever made.”6 The Estate argued that the Fitzgerald Claim was barred by the three-year statute of limitations.

Because Mr. Fitzgerald does not recall whether the loan was made to Mr. Bell in 1992 or whether Mr. Bell had signed any note in connection with the Deed of Trust, according to the Estate, “at best the Fitzgerald Claim alleges an unpaid loan to decedent made on or about October 10, 1992,” which accrued at that date. According to the Estate, the Fitzgerald Claim was time-barred because it was not filed by October 10, 1995. 6 At oral argument, counsel for the Estate was unaware whether the debt was satisfied in whole or in part. (Continued) 7 The Estate also argued that the JJF Management Claim was barred by the ten-year limitations period for collection of a note under CL § 3-118(b).7 JJF Management did not demand payment, and Mr. Bell never made payment, within ten years after the 1998 Note was signed as required to toll the limitations period. The Fitzgerald Parties opposed the Estate’s summary judgment motion primarily on two grounds.8 First, the Fitzgerald Parties argued that material questions of fact existed concerning when the Fitzgerald Claim accrued.

Because the Estate failed to present any “evidence that the term of any of the four notes is less than 30 years,” the Estate could not show that any of the notes referenced in the 1992 Deed of Trust were breached. Second, regarding both the Fitzgerald Claim and the JJF Management Claim, the Fitzgerald Parties asserted that the existence of a confidential relationship between Mr. Bell and the 7 The statute provides, in pertinent part: [I]f demand for payment is made to the maker of a note payable on demand, an action to enforce the obligation of a party to pay the note must be commenced within 6 years after the demand. If no demand for payment is made to the maker, an action to enforce the note is barred if neither principal nor interest on the note has been paid for a continuous period of 10 years. CL § 3-118(b). 8 The Fitzgerald Parties also argued that Maryland Dead Man’s Statute, Maryland Code (1973, 2013 Repl.

Vol.), Courts and Judicial Proceedings Article (“CJP”), § 9-116, did not bar the affidavits of Mr. Steinbarth or Mr. Fitzgerald, or the deposition testimony of Mr. Fitzgerald. The Estate denied that the Personal Representative “has waived her ability to invoke the Dead Man’s Statute in this action” but argued that “the issue need not be reached by the [c]ourt because no statement of the decedent is material to the motion for summary judgment.” The orphans’ court did not reference or determine the admissibility of this evidence pursuant to CJP § 9-116 in rendering its decision to grant summary judgment. 8 Fitzgerald Parties generated a dispute of material fact regarding whether the claims were tolled. Relying primarily on Frederick Road Limited Partnership v. Brown & Sturm, 360 Md. 76 (2000), the Fitzgerald Parties averred that “Mr. Bell owed a duty to Mr. Fitzgerald to disclose all information that was significant and material to the matter that was the subject of the relationship,” including an affirmative duty to “return Mr. Fitzgerald’s money” and to inform him when the statute of limitations was about to expire. In reply, the Estate pressed that the Fitzgerald Parties failed to generate a dispute of material fact as to the applicable statute of limitations.

Regarding the Fitzgerald Claim, the Estate argued that Mr. Fitzgerald could not impermissibly shift the burden of proof to the Personal Representative by claiming that the notes at issue may have had a 30-year term. Because Mr. Fitzgerald did not produce a note to extend the statute of limitations beyond October 10, 1995, according to the Estate, the Fitzgerald Claim was barred by limitations. Likewise, the Estate averred that, because the Fitzgerald Parties conceded that neither a payment nor a demand for payment was made during a continuous ten-year period, the JJF Management Claim is time-barred. Regarding the Fitzgerald Parties’ argument that the statutes of limitations were tolled due to the existence of a confidential relationship, the Estate averred: “As an initial matter, there is no genuine factual dispute that would show that decedent had a confidential relationship with either claimant as to the loan purportedly made on or about October 10, 1992, or the Confessed Judgment Note dated July 8, 1998.” Also, the Estate argued that “there is no factual dispute that any conduct by Bell concealed the fact that either claimant had made a loan that was unpaid.” The Estate concluded: 9 [T]he reasons for the statute of limitations are illustrated by the two claims that JJF [Management] and Fitzgerald have filed against the Estate of decedent.

Claimants waited almost 20 years, in the case of the JJF [Management] claim, and 25 years in the case of the Fitzgerald Claim to pursue their claims. Mr. Bell, the decedent, died on June 17, 2017. Claimants waited only until after Mr. Bell’s death to file these claims, knowing the Estate would be prejudiced by the extraordinary delays and the fact that Mr. Bell, the person who could have disputed them, is unable to defend against the claims. Accordingly, Mrs. Bell, as Personal Representative of the Estate, is entitled to summary judgment[.] On January 25, 2019, the orphans’ court held a hearing on the Estate’s motion for summary judgment.

Counsel for the Estate argued that there was no dispute that applicable statute of limitations had run years ago. Counsel averred that “unless there’s a material factual dispute over fraudulent concealment here, there’s no basis for avoiding the statute of limitations.” Because there was no concealment or any other exception to toll the statute of limitations, summary judgment was appropriate. Counsel for the Fitzgerald Parties argued that “numerous disputed questions of both law and fact” precluded summary judgment, and that fraudulent concealment is not the only exception that tolls the statute of limitations. Referencing Frederick Road, counsel argued that the existence of a special relationship could also toll the statute.

The court then inquired, “accepting [the Fitzgerald Parties’ averments] for the sake of argument,” whether there would have to be a nexus between the relationship and the loans, and observed that “if [Mr. Bell]’s representing [the Fitzgerald Parties] on his car dealerships, that’s got nothing to do with their personal back and forth loans.” In response, counsel for the Fitzgerald Parties proposed that Rule 1.8 of the Maryland Rules of Professional Conduct addresses the issue by establishing the standard of conduct an attorney must employ when 10 entering into a business transaction with a client. According to counsel, the Rule “goes to establish whether . . . Mr. Bell was in a confidential relationship[.]” Counsel urged that, due to the ongoing attorney-client relationship between Mr. Bell and the Fitzgerald Parties, the Fitzgerald Parties—rather than being required to understand the terms of the loan and make a demand—could rely simply on Mr. Bell’s promise to repay the loan. Ruling from the bench, the orphans’ court judge granted summary judgment in favor of the Estate: Even assuming, for the sake of the summary judgment issue, that there was an ongoing confidential relationship up until or close to Mr. Bell’s death, the Court sees no nexus between the relationship and the failure of the lending party claimants here, to know or should have known that he or it had a right to proceed to execute on the -- to collect, rather, on the loans.

There was, the Court finds, no material dispute of fact -- of a genuine dispute on the issue of due diligence or that it was known, or it should have been known that there was a loan that – or loans that were subject to collection. . . . .[I]t’s clear to the Court and undisputed, as I see the record, that there was a conscious decision, let alone a lacking of diligence[,] to [decline to] proceed with the rights that the lender had to pursue payment of the loan. The orphans’ court then memorialized its ruling in a written order on January 25, 2019. Specifically, the order disallowed the JJF Management Claim and the Fitzgerald Claim and dismissed the petitions for allowance with prejudice. The Fitzgerald Parties noted a timely appeal to this Court.

DISCUSSION I. STANDARD OF REVIEW 11 We review the orphans’ court’s grant of summary judgment without deference. Koste v. Town of Oxford, 431 Md. 14, 25 (2013) (quoting D’Aoust v. Diamond, 424 Md. 549, 574 (2012)). Summary judgment is proper where the lower court determines that there is no genuine dispute as to any material fact and that the moving party is entitled to judgment as a matter of law. See Md. Rule 2-501.9 “In this regard, the standard for appellate review of a trial court’s grant of a motion for summary judgment is simply whether the trial court was legally correct.” Beatty v. Trailmaster Prod., Inc., 330 Md. 726, 737 (1993).

As such, in reviewing a grant of summary judgment, we review the record independently to determine whether the parties “generated a dispute of material fact and, if not, whether the moving party was entitled to judgment as a matter of law.” Charles Cty. Comm’rs. v. Johnson, 393 Md. 248, 263 (2006) (citation omitted). “We review the record in the light most favorable to the non-moving party and construe any reasonable inferences that may be drawn from the facts against the moving party.” Id. While a party may defeat summary judgment by demonstrating a triable issue of material fact, the “mere existence of a scintilla of evidence in support of the plaintiffs’ claim is insufficient to preclude the grant of summary judgment; there must be evidence upon which the jury could reasonably find for the plaintiff.” Hamilton v. Kirson, 439 Md. 501, 523 (2014) (citing Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 252 (1986)). Further, “[i]t is a settled principle of Maryland appellate procedure 9 Maryland Rule 6-461 provides: “Rule 2-501 applies to a proceeding in the orphans’ court.” 12 that ordinarily the appellate court will review a grant of summary judgment only upon the grounds relied upon by the trial court.” Id.

(citation omitted).

II

A. The Parties’ Contentions The Fitzgerald Parties argue that, while the orphans’ court “properly found that a confidential relationship . . . existed for summary judgment purposes, the [o]rphans’ [c]ourt utterly failed . . . to determine when their causes of action accrued.” According to the Fitzgerald Parties: First, the [o]rphans’ [c]ourt failed to shift the burden to the Appellee to show that the Appellants had actual knowledge that the confidential relationship was being abused, or were in possession of facts that would disclose such an abuse. . . . With regard to the duty of inquiry, the [o]rphans’ [c]ourt ignored that the Appellants had no duty of inquiry at all unless something suspicious occurred. . . . Second, the [o]rphans’ [c]ourt failed to consider whether Mr. Bell acted “with the utmost good faith and loyalty, which includes making known to the client all information that is significant and material to the matter that is the subject of the relationship.” There is no evidence anywhere in the record that would indicate that Decedent Bell had acted with utmost good faith and loyalty towards the Appellants as it pertains to these debts. (Emphasis in original.) Also, because the Estate failed to produce the note, or notes, referenced in the 1992 Deed of Trust, the Fitzgerald Parties argue that Mr. Fitzgerald had no basis “to know the term of the note, or notes – whether for three years, or thirty years” and, correspondingly, there is no “evidence in the record that [Mr.] Fitzgerald had actual knowledge that any note was due.” Relying on Rule 1.8 of the Maryland Rules of Professional Conduct, the Fitzgerald Parties aver that Mr. Bell’s failure to comply with the Rules “is itself a breach of the utmost 13 good faith and loyalty that would toll limitations.” Because Mr. Bell was the Fitzgerald Parties’ “agent charged with overseeing the loan,” the Fitzgerald Parties “rightfully expected him to take all necessary steps to preserve their claims, even though he also was the obligor of the loans.” The Estate counters that the Fitzgerald Parties’ argument for tolling based on the discovery rule is “without merit.” First, the Estate avers that the Fitzgerald Parties “knew or should have known the facts on which their claims were made” when each loan was extended.

Second, relying on Advance Dental Care, Inc. v. SunTrust Bank, 906 F. Supp. 2d 442, 450 (D. Md. 2012), the Estate argues that the discovery rule does not apply to the JJF Management Claim under the statute of limitations as set forth in the Maryland Uniform Commercial Code (“Maryland UCC”). The Estate further avers that there is no “genuine factual dispute that would show that decedent had a confidential relationship” with the Fitzgerald Parties as to the Fitzgerald Claim or the JJF Management Claim. According to the Estate, the Fitzgerald Parties offered no facts to “justify their failure to prosecute either claim for years,” including an alleged failure to discover the facts on which their claims were based. Also, the Estate has several responses to the Fitzgerald Parties’ contention that, pursuant to the attorney-client relationship, Mr. Bell had an ongoing duty to advise the Fitzgerald Parties of the impending expiration of the statute of limitations.

First, the Estate avers that the Fitzgerald Parties “failed to establish a material factual dispute in support of their allegations that Bell represented Fitzgerald and JJF [Management] in connection with the loans on which their claims were based.” Second, the Estate argues, in the alternative, 14 that even if Mr. Bell owed a duty to warn the Fitzgerald Parties of the impending expiration of the statute of limitations, his negligence did not toll the statute of limitations. Third, relying on Crowder v. Master Financial, Inc., 176 Md. App. 631, 660 (2007), the Estate asserts that the Fitzgerald Parties’ argument provides no basis to toll the statute of limitations because it is “based upon lack of knowledge of the law, not facts.” B. Applicable Statutes of Limitations Statutes of limitations “ensure fairness to defendants by encouraging promptness in bringing claims, thus avoiding problems that may stem from delay, such as loss of evidence, fading of memory, and disappearance of witnesses.” Hecht v. Resolution Tr. Corp., 333 Md. 324, 333 (1994). As “statutes of repose,” statutes of limitations permit “the ability to plan for the future without the indefinite threat of potential liability.” Id.

Accordingly, our courts maintain a rule of strict construction regarding the tolling of the statute of limitations: Absent legislative creation of an exception to the statute of limitations, we will not allow any “implied and equitable exception to be engrafted to it.” Id. (quoting Booth Glass Co. v. Huntingfield Corp., 304 Md. 615, 623 (1985)). Generally, “[a] civil action at law shall be filed within three years from the date it accrues unless another provision of the Code provides a different period of time within which an action shall be commenced.” Maryland Code (1973, 2013 Repl. Vol.), Courts and Judicial Proceedings Article (“CJP”), § 5-101.

Section 3-118(b) of the Commercial Law Article provides a different time for demand promissory notes: six years after a demand for payment or ten years without a demand if no payment was made. Specifically, 15 the provision of the statute relevant to the claim on the 1998 Note states: “If no demand for payment is made to the maker, an action to enforce the note is barred if neither principal nor interest on the note has been paid for a continuous period of 10 years.” CL § 3-118(b). Because the legislature did not define the term “accrue” under CJP § 5-101, “the question of accrual is left to judicial determination.” Hecht, 333 Md. at 333 (citations omitted). “It is settled that a cause of action for breach of contract accrues, and the limitations period begins to run, when a plaintiff knows or should have known of the breach.” Samuels v. Tschechtelin, 135 Md. App. 483, 541 (2000) (citing Vigilant Ins. Co. v. Luppino, 352 Md. 481, 489 (1999)).

It is further established that the statute of limitations applies to knowledge of facts: Knowledge of facts, however, not actual knowledge of their legal significance, starts the statute of limitations running. . . . The discovery rule, in other words, applies to discovery of facts, not to discovery of law. Knowledge of the law is presumed. . . . If plaintiffs remain unaware of their legal rights after notice of injury, the statute of limitations sets an absolute deadline for gaining awareness.

Moreland v. Aetna U.S. Healthcare, Inc., 152 Md. App. 288, 297 (2003) (citations omitted). Like any other fact-dependent issue, “if there is any genuine dispute of material fact as to when the plaintiffs possessed that degree of knowledge, the issue is one for the trier of fact to resolve; summary judgment is inappropriate.” Bank of New York v. Sheff, 382 Md. 235, 244 (2004); see also Doe v. Archdiocese of Wash., 114 Md. App. 169, 178 (1997) (“When the viability of a statute of limitations defense hinges on a question of fact . . . the factual question is ordinarily resolved by the jury, rather than by the court.”). However, 16 when there is no such dispute, summary judgment is, indeed, appropriate. Sheff, 382 Md. at 244 .

The parties agree that the general three-year statute of limitations, CJP § 5-101, applies to the Fitzgerald Claim relating to the 1992 Deed of Trust 10 and that the ten-year statute of limitations applicable to demand promissory notes, CL § 3-118(b), governs the JJF Management Claim relating to the 1998 Note. However, the parties have not attempted to establish when the notes referenced in the 1992 Deed of Trust became due and diverge as to the impact of Mr. Bell’s relationship with the Fitzgerald Parties on the tolling of the statute of limitations. Accordingly, the contention on appeal relates to when the Fitzgerald Parties’ claims accrued. C. Accrual of Claims The Court of Appeals has adopted the discovery rule to determine the date of accrual, in recognition of 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[.]” Frederick Rd.

Ltd. P’ship v. Brown & Sturm, 360 Md. 76, 95 (2000). The Court has explained the discovery rule and the required inquiry notice as