Lovell Land, Inc. v. State Highway Administration

DAVIS, Judge. Appellant, Lovell Land, Inc., filed a complaint for declaratory and injunctive relief in the Circuit Court for Howard County on April 25, 2006 against appellees, the State Highway Administration (SHA) and Howard County (County). Appellant sought a declaratory judgment that (1) its predecessor-in-interest, King’s Meade Limited Partnership (King’s Meade), is a third party beneficiary of a deed executed by appellees, under which the SHA conveyed 17.337 acres of land to the County subject to the condition that, if the County should cease using the property for a public purpose, the property would revert to the SHA and that (2) the County has not used the property for a public purpose. Accordingly, appellant requested that the circuit court issue a permanent injunction, ⁷³⁰ requiring the County to convey the property at issue to the SHA and order the SHA, within thirty days after such conveyance, to offer appellant the right of first refusal to reacquire the property at not more than its current market value, pursuant to § 8-309(c)(l)(i) of the Maryland Code (1977, 2001 RepLVol., 2007 Supp.), Transportation Article. 1 Appellees subsequently moved for summary judgment on various grounds.

On March 23, 2007, the circuit court (Leasure, J.), conducted a hearing on the motions. By Order and Memorandum Opinion dated August 17, 2007, the circuit court found that appellant was not an intended third party beneficiary to the deed entitled to maintain an action and, thus, granted summary judgment in favor of appellees. Appellant timely noted an appeal, presenting the sole question for our review: Is [appellant], as the successor-in-interest to King’s Meade, a creditor third party beneficiary of the Reverter Clause in the SHA/County Deed where: (1) under the express terms of the Reverter Clause interpreted in light of the applicable statute, [§ 8-309], King’s Meade is the only party that can benefit from the Reverter Clause; and (2) the SHA included the Reverter Clause in the SHA/County Deed in direct response to King’s Meade’s claim that the SHA was required to convey the property to King’s Meade under § 8-309 because the County did not have a public purpose for the property? Appellees also filed a cross-appeal in order to preserve alternative grounds for summary judgment, which were either resolved in favor of appellant or left undetermined by the trial court.

In its cross-appeal, appellees present the following two questions for our review: I. Are [appellees] entitled to summary judgment on the alternative ground that the Subject Property was transferred to [the County] as an adjacent property ⁷³¹ owner as part of the consideration of a right-of-way transaction pursuant to [§ 8-309(f) ] under which conveyance for a public purpose was not required?

II

Are [appellees] entitled to summary judgment on the alternative ground that [appellant’s] claims are barred by the statute of limitations where the Complaint in this action was filed (1) more than five years after [appellant] first put [appellees] on notice of the claims asserted in the Complaint and that it would take any and all actions to protect its rights and; (2) more than three years and five months after counsel for [appellant] demanded that [the SHA] exercise the Reverter Clause, regain title to the Subject Property, and convey it to [appellant]? For the reasons that follow, we affirm the grant of summary judgment in favor of appellees only on the grounds relied upon by the Circuit Court for Howard County. FACTUAL & PROCEDURAL BACKGROUND On January 26, 1988, appellees entered into a Bi-Party Agreement which effectively formalized their plans to cooperate with one another in the construction of Maryland Route 100 from Interstate 95 to U.S. Route 29 in Howard County. The Bi-Party Agreement sets forth the duties and obligations of appellees with respect to roadway design, construction, acquisition of land and allocation of costs associated with the construction of the Route 100 project.

In furtherance of the project, on January 18, 1989, the SHA entered into an agreement with BritAm Development Group (BritAm) to exchange parcels of land. At the time, BritAm’s general partners were the Brantley Development Corporation and King’s Meade. It was agreed that BritAm would convey land to the SHA for the Route 100 project and that, subject to the approval of the Board of Public Works, the SHA would convey land that it owned to BritAm for the expansion of BritAm’s proposed residential subdivision known as “Bright-field.” ⁷³² Meanwhile, the County desired to acquire land near the planned alignment of Route 100, located in the vicinity of Maryland Route 108 and Montgomery Road for an “important public purpose.” Specifically, the property included land that was immediately to the South of and adjacent to the 19.982 acres of land that the SHA was in the process of acquiring from King’s Meade. By deed dated March 29, 1990, the County acquired approximately 28.5686 acres from the “State of Maryland for to [sic] the use of the University of Maryland System (formerly the Board of Regents of the University of Maryland)” for the sum of $799,920.80.

The property was transferred to the County subject to covenants running with the land, restricting the County’s use of the land so that it shall not be utilized for “any commercial or other non-governmental purposes” and that, in the event of a breach of that covenant, the property would revert to the State of Maryland. Three years after the agreement between BritAm and the SHA, King’s Meade, pursuant to a series of deeds dated April 9, 1992, transferred approximately 19.982 acres of land to the SHA and the SHA transferred approximately 8.2 acres of land to King’s Meade for the purposes of its residential subdivision. The SHA paid King’s Meade the additional sum of $139,600. Following these initial acquisitions of land, the alignment of Route 100 shifted to the South.

Under the new alignment, most of the 19.982 acres of land acquired from King’s Meade was not needed for the Route 100 right-of-way. Instead, approximately 12.354 acres of land acquired by the County from the University of Maryland System was used in the construction. As a result of the realignment, 17.337 acres of land (Subject Property) were no longer needed for the Route 100 project. The Subject Property is comprised of approximately 15.849 acres that the SHA acquired from King’s Meade, approximately .732 acres that the County acquired from the University of Maryland System and .756 acres that the SHA acquired from James Haker. 2 ⁷³³ To accommodate the southern realignment of the Route 100 project, on November 26, 1996, appellees entered into a Supplemental Agreement to the Bi-Party Agreement (1996 Supplemental Agreement), wherein the parties agreed to exchange twelve separate parcels of land.

The County, subject to the approval of the County Council, agreed to transfer nine parcels, totaling approximately 47.050 acres, to the SHA. Comparatively, the SHA, subject to the approval of the Board of Public Works, agreed to transfer three parcels, totaling approximately 52.5 acres, to the County and to pay the County the sum of $1,607,116. Among the parcels of land to be exchanged was the Subject Property. In accordance with the 1996 Supplemental Agreement, the SHA would convey the 52.5 acres by the SHA’s form quitclaim deed and subject to a covenant that the County “shall not use the herein conveyed property to allow its use for any non-transportation related purpose.” The 1996 Supplemental Agreement provides, in relevant part: WHEREAS, [the SHA] and the COUNTY agree that the MD 100 PROJECT and the IMPROVEMENTS would be a benefit to both parties of this SUPPLEMENTAL AGREEMENT and a necessary accommodation for the general traveling public and that it promotes the health, safety, and general welfare of the citizens of the State and the COUNTY.

Approximately three years after the execution of the 1996 Supplemental Agreement, King’s Meade contacted the SHA and asserted its right to repurchase the Subject Property ⁷³⁴ under § 8-S09(e). In response to King’s Meade’s demands, a representative of the SHA faxed the 1996 Supplemental Agreement to King’s Meade and advised King’s Meade that the Subject Property was to be conveyed to the County as provided for in the 1996 Supplemental Agreement. By letter dated January 13, 2000, counsel for King’s Meade objected to the conveyance, claiming that the Subject Property could not be conveyed to the County unless the County demonstrated a “transportation use” for the Subject Property. According to King’s Meade, in the absence of such a demonstration, the SHA, pursuant to § 8-309, must first offer the Subject Property to King’s Meade for reacquisition.

Responding by letter dated March 30, 2000, the SHA notified King’s Meade that the SHA and the County were “in the process of executing an Amendment to the [1996 Supplemental Agreement]” and that, “[u]nder this Amendment, [the County] may use King’s Meade property for a public purpose, and [the SHA] will convey the King’s Meade property to [the County] under [§ 8 — 309(g) ].” The amendment to the 1996 Supplemental Agreement entitled “Amendment I to a 11/20/96 Supplemental Agreement to a 01/26/88 Bi-Party Agreement” (Amendment I) was drafted on March 24, 2000 and signed by the County Executive on March 29, 2000. Prior to the execution of Amendment I, counsel for King’s Meade informed the SHA that, unless the County could demonstrate a public use for the Subject Property, the SHA could not convey the Subject Property under § 8-309(g). In its letter dated April 12, 2000, King’s Meade asserted that, “[a]s you know, § 8-309 does not empower the SHA to transfer land to another governmental entity just because the governmental entity may have a fancy for the land” and that, “this letter puts the SHA and [the County] on notice that any purported transfer of the King’s Meade property to the County is illegal and invalid since the property was not first offered to the former property owner.” An attorney on behalf of the SHA immediately responded to King’s Meade’s objections and advised that the SHA’s pro ⁷³⁵ posed transaction with the County met “the requirements of § 8 — 309(f) ... as a conveyance of ‘surplus land to an adjacent property owner: (i) as all or part of the consideration for a right-of-way transaction.’ ” The April 13, 2000 letter explains that the County qualifies as “an adjacent property owner” and that the properties are being “acquired as consideration for the right-of-way transactions with the County in order to acquire properties needed for the construction of the Route 100 project.” Because the Subject Property was being transferred under § 8 — 309(f), King’s Meade was informed that it “ha[d] no rights which impact on [the SHA’s] ability to convey the property.” The letter concluded, requesting that if King’s Meade “continues to assert that it has an interest which interferes with [the SHA’s] ability to complete this transaction pursuant to § 8 — 309(f)(1) please explain the basis of that claim.” On April 18, 2000, Amendment I was executed with the following provisions: WHEREAS, [the SHA] further agrees that pursuant to [§ 8-309(g) ] and its 1999 Supplement, [the SHA] may convey the INTENDED COUNTY LAND, with the approval of the Board of Public Works, to the COUNTY provided the COUNTY’S use of the INTENDED COUNTY LAND is restricted to use for a public purpose. In addition to amending the 1996 Supplemental Agreement to change the prohibition on use of the Subject Property from a “non-transportation purpose” to a restriction on use for a “public purpose,” the parties agreed that “Amendment I shall inure to and be binding upon, the parties thereto” and that “[t]he recitals (WHEREAS clauses) are incorporated herein as part of this Amendment.” On the same day that Amendment I was executed, King’s Meade’s attorney wrote to the SHA and asserted that the transaction is not authorized by § 8-309(f)(l) because subsection (f) does not authorize transfers to public agencies.

Expounding upon its claim, King’s Meade wrote: ⁷³⁶ The fact that § 8 — 309(f) does not explicitly set forth a public use requirement simply demonstrates that the Maryland legislature never intended this section to apply to a transfer of property to a public agency. Clearly, the term ‘property owner’ as used in § 8 — 309(f) means private property owners and not a public agency. Moreover, § 8-309 must be read in conjunction with the entire statute. Section 8-309(a) describes that the purpose of the section is ‘to return unneeded land to the tax rolls of the counties and to make this land available for a use by county or municipality for any transportation purpose.’ Similarly, [§ 8 — 309(b) ] provides that ‘if land acquired under this subtitle is not needed for present or future State, county, or municipal transportation purpose or other public purposes, the [SHA] shall dispose of the land as soon as practical after the completion or abandonment of the project for which the land was acquired.’ King’s Meade again demanded that it had the right to reacquire the Subject Property under § 8-309(c) and that it would take any and all actions to protect its rights thereto.

Contemporaneously with the exchange of correspondence between the SHA and King’s Meade, the SHA drafted a deed (SHA/County Deed) to transfer the Subject Property to the County. The SHA/County Deed provides, in pertinent part: WHEREAS, pursuant to the [1996 Supplemental Agreement] and subject to the approval of the Board of Public Works of Maryland, the [SHA] has agreed to exchange with [the County] certain lands hereinafter described, which the [SHA] has determined are no longer needed by it in connection with the construction, operation, maintenance, use and protection of the State Highway System, for certain other lands owned by [the County] which are required by the [SHA] for its highway system; and WHEREAS, under the provisions of [§ 8-309], it is necessary for the Board of Public Works of Maryland to join in the conveyance of any land by the [SHA] ⁷³⁷ NOW, THEREFORE, THIS DEED WITHESSETH: ... so long as the property herein conveyed is used for a public purpose, the said parties of the first part and the second part do hereby grant, convey, and quit claim unto [the County] ... 17.337 acres of land ... however, in the event said property shall cease to be used for a public purpose, [the SHA], its successors and assigns, shall have the right to reenter and take possession of the property and terminate the right, title, and interest of [the County], its successors and assigns, in and to the said property, and all such right, title and interest shall revert to the State of Maryland to the use of the [SHA], its successors, assigns, in fee simple for no monetary consideration.... ❖ * * TO HAVE AND TO HOLD the land and premises, herein-before described and mentioned, to the extent of the State’s right, title and interest thereto, unto [the County], a body corporate and politic, its successors and assigns, so long as the said property shall be used for a public purpose. Notwithstanding anything to the contrary contained herein, in the event said property shall cease to be used for a public purpose, or is required at a future date for a transportation purpose, all right, title, and interest in same shall immediately revert to the State of Maryland to the use of the [SHA], its successors and assigns, free and clear of any liens and encumbrances imposed upon the property by the [County], or any successors or assigns. (Reverter Clause) The SHA/County Deed was signed by the County on April 7, 2000 and by the SHA on April 12, 2000, respectively.

The SHA/County Deed was then submitted to the Board of Public Works for its approval during its April 26, 2000 meeting. The “remarks” on the Board of Public Works’ Agenda for the meeting include the following: Approval of conveyance is requested in accordance "with [§ 8 — 309(f)(1)(ii) ]. ⁷³⁸ The subject property was acquired in 1992 as part of an alignment alternate that was ultimately not used for the MD 100 project. During negotiations for fee simple right of way needed for MD 100, [the County] expressed a desire to obtain the subject parcel and others from [the SHA] for public purposes. As a result, [the SHA] and [the County] entered into various agreements to accomplish the land transactions.

Permission to dispose of the parcel is being requested concurrent with the deed submission to accommodate [the County]. The Deed has been forwarded to the Executive Secretary, Board of Works for execution. The notations on the Agenda indicate that the Board of Public Works approved the conveyance and the SHA/County Deed on April 26, 2000. The SHA/County Deed was thereafter executed by the Board of Public Works on May 3, 2000.

Accordingly, the SHA/County Deed, “made [May 3, 2000] from the [SHA], party of the first part; and the [Board of Public Works], party of the second party,” conveyed unto the County the Subject Property. On May 1, 2000, 3 after a short lapse in time, counsel for the SHA responded to King Meade’s April 18, 2000 letter, asserting: The bottom line is that the County has represented to [the SHA] that it will use the Property for a public purpose. [The SHA] has relied on that representation, just as it would rely on such a representation from any public entity. In addition, [the SHA’s] deed to the County contains a reverter clause that states if the land is not used for a public purpose, it will revert to [the SHA]. If that occurs, [the SHA] will deal with the reversion in an appropriate manner at that time.

The reverter language is the standard method by which [the SHA] ensures that the land it sells will be used for a legitimate public purpose. ⁷³⁹ Approximately eighteen months after the execution of the SHA/County Deed, counsel for King’s Meade, by letter dated November 16, 2001, demanded that the SHA exercise its right under the Reverter Clause to gain title to the Subject Property. King Meade’s demand came after the Subject Property had been included in an advertisement for the sale of county-owned land prepared by Manekin, Inc. King’s Meade asserted that, once the SHA regained title of the Subject Property, the SHA was to offer the Subject Property to King’s Meade or its successors pursuant to § 8-309. According to King’s Meade, the failure of SHA to do so would subject the SHA to monetary damages of not less than $1,000,000. In response, the SHA explained to King’s Meade that, after the Subject Property’s use as a school site was rejected, the property was mistakenly identified and placed on the market for sale by Manekin, Inc. According to the County, the County Council had neither considered nor approved of disposing of the Subject Property.

Counsel for the SHA also informed King’s Meade that it did not consider the mistaken advertisement to be a breach of the Reverter Clause and advised that the Subject Property would remain under the County’s control. On April 25, 2006, appellant, claiming to be the sole successor-in-interest to King’s Meade, filed a complaint for declaratory judgment and injunctive relief against appellees. The Complaint alleged that King’s Meade and its successors were third party beneficiaries of the Reverter Clause and that the County had breached the Reverter Clause. The Complaint also sought an order requiring the County to convey the Subject Property to the SHA and for the SHA, within thirty days thereafter, to offer the Subject Property to appellant at its current market value.

On September 12, 2006, the County filed a motion for summary judgment, arguing (1) that King’s Meade was not an intended third party beneficiary of the SHA/County Deed; (2) that the County was entitled to and did receive the Subject Property as an adjacent property owner under § 8 — 309(f); (3) ⁷⁴⁰ that appellant’s claims, on behalf of King’s Meade, were barred by the statute of limitations and (4) that, because there existed two county capital projects proposing public uses for the Subject Property, the County was not in violation of the Reverter Clause. For the purposes of the motion, the County assumed that appellant was a successor-in-interest to the assets of King’s Meade. Before responding to the County’s motion, appellant requested and the parties agreed that appellant would receive responses to certain discovery that it had served upon the County. Appellant also proposed and the parties agreed that appellant would forego discovery regarding the capital projects and that the County would reserve making the argument that it did not violate the Reverter Clause until the trial court determined whether the County was entitled to summary judgment on any of the other grounds advanced in its motion.

After appellant’s response to the County’s motion was filed, the SHA moved for summary judgment, adopting the arguments of the County. Following oral argument on the motions, the trial judge entered a Memorandum Opinion. Because the SHA sought summary judgment on the same grounds as the County, the trial judge addressed both motions concurrently. The trial judge found that the SHA conveyed the Subject Property to the County pursuant to § 8-309(g) and that neither King’s Meade nor appellant was an intended third party beneficiary entitled to maintain an action based upon a claimed breach of the Reverter Clause.

Accordingly, the trial court granted summary judgment in favor of appellees. STANDARD OF REVIEW Upon review of an order granting a motion for summary judgment, 4 appellate courts, “must determine whether the trial court was legally correct.” Maryland Cas. Co. v. Lorkovic, 100 Md.App. 333, 354 , 641 A.2d 924 (1994) (citing Beatty v. ⁷⁴¹ Trailmaster Prods., Inc., 330 Md. 726, 737 , 625 A.2d 1005 (1993)). In reviewing the determinations of law, “we construe the facts properly before the court, and any reasonable inferences that may be drawn from them, in the light most favorable to the non-moving party.” Remsburg v. Montgomery, 376 Md. 568, 579-80 , 831 A.2d 18 (2003). “Though not a substitute for a trial, a grant of summary judgment should not be disfavored and should be granted unless there exists some truly disputed material fact.” Collins v. Li, 176 Md.App. 502, 591 , 933 A.2d 528 (2007).

A material fact is one that “will ‘somehow affect the outcome of the case.’ ” Id. (citations omitted). As we said in Collins , [Ojnly a genuine dispute as to a material fact is relevant in opposing a motion for summary judgment. Summary judgment is not foreclosed if a dispute exists as to a fact that is not material to the outcome of the case.

When the moving party has set forth grounds sufficient for the grant of summary judgment, the opposing party must show with some precision that there is a genuine dispute of a material fact. Facts must be proffered by the opposing party which would be admissible in evidence. The requirement of a genuine issue of material fact is more than the existence of some alleged factual dispute and irrelevant factual disputes are not a genuine dispute of material fact. If a fair-minded jury could return a verdict for the opposing party, then the trial court should not grant summary judgment.

Even if the facts are undisputed, should they be susceptible to inferences that support opposition to the motion, the grant of summary judgment was improper. Id. (internal quotations and citations omitted). ANALYSIS A. Parties’ Contentions Appellant posits that the statutory provisions in effect at the time the SHA/County Deed was executed are incorporated ⁷⁴² into the deed and that it is assumed that appellees had knowledge of the applicable law.

See Denice v. Spotswood I. Quinby, Inc., 248 Md. 428, 433-34 , 237 A.2d 4 (1968). Ergo, appellant argues that the express language of the Reverter Clause, interpreted in light of § 8-309, establishes that King’s Meade and its successors are third party beneficiaries. According to appellant, the Reverter Clause was included in the SHA/County Deed for the purpose of ensuring compliance with § 8-309 and, because the terms of the Reverter Clause confer a benefit to which only King’s Meade and its successors can enjoy, appellant is a third party beneficiary entitled to recover on and enforce the SHA/County Deed. More specifically, appellant contends that King’s Meade was a creditor beneficiary of the Reverter Clause as evidenced by the correspondence between King’s Meade and the SHA.

Prior to the execution of the SHA/County Deed, King’s Meade asserted that the County was obligated to use the Subject Property for a public purpose under § 8-309(g) and that, if the County failed to do so, the SHA must provide King’s Meade and its successors with an opportunity to reacquire the property pursuant to § 8-309(c)(l). Based upon its asserted claim, appellant asseverates that the SHA included the Reverter Clause in the SHA/County Deed to the benefit of King’s Meade. Consequently, appellant argues that the SHA, as promisee, expressly procured this promise from the County to satisfy King’s Meade’s claim against the SHA. Appellees counter that appellant failed to produce evidence which could support an inference that they intended the Reverter Clause to confer a direct benefit upon appellant, as successor-in-interest to King’s Meade.

To the contrary, appellees contend that the express language of the SHA/County Deed and the underlying contractual agreements thereto, the correspondence between the parties and the submission of the conveyance to the Board of Public Works for approval under § 8 — 309(f) clearly indicate that appellees intended the Revert-er Clause to be for their mutual benefit to the exclusion of appellant. According to appellees, appellant’s assertion that it ⁷⁴³ is the only entity which could benefit from the Reverter Clause is disingenuous. In raising their first alternative argument, appellees maintain that the conveyance of the Subject Property occurred pursuant to § 8 — 309(f) and not § 8-309(g) as the trial court found. Because § 8 — 309(f) does not require the conveyance to be for an intended public purpose, appellees argue that the Reverter Clause was not included to satisfy an obligation imposed by law and is solely a matter of contract between the SHA and the County to which there can be no third party beneficiaries.

Appellees also contend that summary judgment should be granted in their favor because, between counsel for King’s Meade and appellant, the entities have been threatening the present action since 2000. Accordingly, appellees assert that any claimed violation under § 8-309 or claimed entitlement to purchase all or part of the Subject Property is barred by the general three-year statute of limitations. B. Statutory Framework of § 8-309 To properly resolve the issues before us, we deem it first necessary to outline select provisions of § 8-309 pertaining to the acquisition and disposition of property. To begin, the purpose of § 8-309 is “to return unneeded land to the tax rolls of the counties and to make this land available for use by a county or municipality for any transportation purpose.” § 8-309(a). 5 Consistent with this purpose, “Notwithstanding any other statute to the contrary, if land acquired under this subtitle is not needed for present or future State, county, or municipal transportation purpose or other public purposes, the [SHA] shall dispose of the land as soon as practicable after the ⁷⁴⁴ completion or abandonment of the project for which the land was acquired.” § 8-309(b)(l). “As to land from a completed project,” § 8 — 309(c)(i)(Z) 6 requires that the SHA “notify the person from whom the land was acquired, or the successor in interest of that person,” within thirty days after making the determination that the land is not needed and that it is available for reacquisition.

Under certain circumstances, § 8-309 authorizes the SHA to dispose of unneeded land from a completed project without first offering the property to the former owner. Section 8-309(f), which governs the conveyance of surplus property to an adjacent landowner, provides: (1) Except as required by this section for property from an abandoned project, this section does not prevent the [SHA] from conveying any of its surplus land to an adjacent property owner: (i) As all or part of the consideration for a right-of-way transaction; or (ii) If the [SHA] believes that public auction of the surplus land will affect adversely the value or use of the surplus land, on a negotiated sale with a price based on the appraised value of the land. (2) If the [SHA] believes that any land proposed for sale under this subsection has a value of more than $25,000, the ⁷⁴⁵ land shall be appraised by at least one independent, qualified real estate appraiser. (3) If the Board of Public Works approves the sale and the deed, the [SHA] may execute a deed conveying the land to the adjacent property owner. § 8 — 309(f) (emphasis added).

By comparison, § 8-309(g), which prescribes the procedures for disposing of “surplus land to any State or local agency,” provides: Except as required by this section for property from an abandoned project, this section does not prevent the [SHA], with the approval of the Board of Public Works, from conveying any of its surplus land to any State or local agency that: (1) Needs the property for a public purpose; and (2) Pays the [SHA] an amount equal to the lesser of: (i) The appraised value of the land; or (ii) The consideration that the [SHA] or Commission originally paid for the land, plus simple interest at the fair market rate calculated from the time acquisition to the time of disposition and administrative costs. (Emphasis added). C. Applicable Subsection Governing the Conveyance In raising their first alternative argument, appellees maintain that the conveyance of the Subject Property occurred pursuant to § 8 — 309(f) and not § 8-309(g), as the trial court found. According to appellees, after King’s Meade declared that the SHA had no authority to transfer the Subject Property pursuant to § 8-309(f), “as a resounding expression of having absolutely no intent to benefit [appellant], [the SHA] did exactly what counsel for [King’s Meade] had advised was forbidden,” submitted the conveyance to the Board of Public Works for approval under § 8 — 309(f).

Because the sole issue that appellant raises rests upon an intent to benefit and because appellees, in their third party ⁷⁴⁶ beneficiary analysis, argue that the SHA/County Deed executed pursuant to § 8 — 309(f), confirms their intent to benefit themselves to the exclusion of King’s Meade and its successors, we shall first address whether the trial court erroneously found the conveyance to be governed by § 8-309(g). On appeal, the question before us is whether the ruling of the trial court from which the appeal lies is correct and not whether the ruling has been based on proper grounds or reasons. J.A. Laporte Corp. v. Pennsylvania-Dixie Cement Corp., 164 Md. 642 , 165 A. 195 (1933). Ordinarily, appellate courts review the grant of summary judgment only on the grounds relied upon by the trial court, but if the alternative ground is one upon which the circuit