Mitchell Properties, Inc. v. Real Estate Title Co.

ROSALYN B. BELL, Judge. This appeal involves two cases which have been consolidated for our review. The dispute out of which these actions arose concerned a real estate broker’s commission on the sale of real property. Initially, the owners (the Marcuses) advertised their property for sale or lease.

During this time an agent of Mitchell Properties, Inc., a real estate broker, contacted the owners and obtained permission to show the property. Mitchell alleges that its agent arranged for Edward Butler to inspect the property and, through the efforts of that agent, Butler ultimately became the purchaser. Subsequent to the contacts with Mitchell, the Marcuses entered into a written agency agreement with another real estate broker trading as Chas. A. Greenblatt.

Under this agreement, Greenblatt had the exclusive right, with two qualifications not here pertinent, to sell the property. On July 23, 1981, Greenblatt negotiated a contract for the sale of the Marcuses’ property with Edward Butler. At settlement on January 11, 1982, both Greenblatt and Mitchell Properties, Inc., claimed they were entitled to the real ⁴⁷⁸ estate commission for the sale of this property. The settlement officer, Real Estate Title Company, Inc., placed the disputed commission of $20,075 in escrow.

Mitchell Properties sued Greenblatt and the Marcuses in the Circuit Court for Baltimore City, claiming that it had procured the buyer for the Marcuses’ property, (the Mitchell suit). Greenblatt filed a counter-claim against Mitchell, which asserted that it had obtained the buyer and earned the commission. The Marcuses filed a third-party claim against Butler seeking indemnification for any judgment rendered against them. Their claim was based upon Butler’s representation in the contract that “Buyer warrants that he has dealt with no other broker____” Real Estate Title Company, Inc., filed its action in the Circuit Court for Baltimore City in interpleader against Mitchell Properties, Greenblatt and the Marcuses. 1 (the Title Company suit).

The company sought to have the funds it placed in escrow at settlement held in the court registry pending resolution of the dispute over the broker’s commission. The court directed that the title company invest , the funds. Pursuant to this order, the company provided the clerk with documentation concerning the investment as well as a passbook to the account. Settlement in the Mitchell Suit On October 21, 1983, counsel for the parties to the Mitchell suit entered a settlement order with the court which provided: “The parties agree that if costs and damages have not been paid within thirty (30) days from today’s date judgment will be entered for Plaintiff against Alan Greenblatt and Defendants Marcus for $9,333 [and] against 3rd party Butler for $4,667.” Several days later Mitchell Properties moved to vacate the settlement asserting that the manner by which it was to ⁴⁷⁹ be paid the $14,000 was contrary to the tentative agreement reached by the parties the day before settlement.

At the hearing, Mitchell also contended that its attorney did not have the authority to sign the settlement order on its behalf. The court made the following findings of fact based upon arguments of counsel: “1) [T]hat after extensive settlement negotiations on the 20th of October, 1983, which included discussions of the payment of $14,000 to Mitchell Properties from an escrow account, that the matters were not formalized ... because Mr. Butler, one of the defendants, had to approve the settlement. “2) Negotiations were resumed ... the next day, with all parties and counsel present ... The original terms of the payment of $14,000 to be received by Mitchell Properties, Inc. remained the same, although who was to pay it was changed with Butler contributing $4,667 direct to Marcus and Greenblatt, with Marcus and Greenblatt paying $14,-000 to Mitchell. “3) At some point during negotiations Butler requested a modification, and he desired to pay the sum of $4,667.00 direct to Mitchell and not to Marcus and Greenblatt... “4) [T]he parties to the action were left behind in the law office, and the attorneys all went over to ... [the court] ... Settlement proceedings were entered ... with all counsel signing on behalf of their clients.

Then they went back and rejoined their parties for the purpose of hammering out the remaining terms of a written settlement agreement. “5) [A]fter all the parties had agreed to the final language of the mutual release, ... the President of Mitchell Properties, and his counsel requested a private meeting with the Third Party Defendant, Butler, and his counsel. It was as a result of this meeting that problems arose which has resulted in the present motion before the Court.” The court made no finding concerning whether Mitchell’s attorney had the authority to bind his client to the settle ⁴⁸⁰ ment order. It denied the motion to vacate the settlement stating, “The only change to the agreement ... when counsel went before ... [the court], was the change to whom Butler was to pay the money. The end result is the same — Mitchell Properties received $14,000____” 2 Mitchell moved for reconsideration of the denial of its prior motion and raised no new issues.

The court summarily denied this motion and, on April 27, 1984, entered judgment in accordance with the settlement order of October 21. The docket in the Mitchell suit reflects that this order was entered as the “Final Order of Court.” Hearing and . Order in the Title Company Suit On the same day judgment was entered on the settlement order in the Mitchell suit, a hearing was held in the Title Company suit on Greenblatt’s motion to compel payment of moneys held pursuant to court order, which Mitchell opposed. The court directed that all funds held pursuant to its prior order be disbursed as follows: 1.

Mitchell to receive the sum of $9,330 3 in satisfaction of the obligation of Greenblatt and the Marcuses under the settlement order in the Mitchell suit. 2. Payment to be without prejudice to the rights of Mitchell against Butler under the aforesaid settlement order. 3. Greenblatt to receive the balance of the moneys. 4. One appeal bond to apply to appeals in both this case and the Mitchell suit. ⁴⁸¹ Mitchell appeals the judgments in both cases and raises these questions: 1.

Did the trial court abuse its discretion by denying appellant’s requests for a court reporter, for the opportunity to present testimony and evidence, and for a continuance? 2. Should the judgment of the trial court be vacated because it was entered pursuant to a settlement agreement which was enforced after the court erroneously refused to grant the motion to vacate the settlement order? Additionally, appellees Greenblatt and the Marcuses move to dismiss the appeal in the Mitchell suit because it was not timely filed. Since we will dismiss this appeal, as premature, we do not decide the questions raised by appellant.

Eastgate Associates v. Apper, 276 Md. 698, 704 , 350 A.2d 661 (1976). For the guidance of the trial court on remand, however, we will discuss the applicable law concerning the authority counsel must possess to settle a client’s claim. Hawkins v. GMAC, 250 Md. 146, 148 , 242 A.2d 120 (1967). We first address appellee’s motion to dismiss the appeal as filed too late.

MOTION TO DISMISS Appellees contend that the court’s denial of the motion to vacate the settlement order on January 3, 1984, (January order), was a final appealable order. They further assert that the court’s denial of the motion to reconsider its prior ruling on April 6, 1984, (April order), was also a final appealable order. Appellees conclude that, since appellant did not note this appeal until May 23, 1984, which was more than thirty days after the entry of both the January order ⁴⁸² and the April order, the appeal in the Mitchell suit should be dismissed pursuant to Md. Rule 1012 a. 4 To determine whether the orders are in fact final for purposes of appeal, we will discuss the nature of a final judgment and then apply these principles to each of the orders, including the settlement order. Appellee’s concede, and we agree, that a settlement order is “consensual and inherently nonappealable.” Nevertheless, we will explore the characteristics of a settlement order to place the court’s denial of the motions relating to it in perspective and to provide guidance to the court on remand.

Preliminarily, we note that, with certain exceptions not here applicable, this Court only has jurisdiction over appeals from final judgments. Md.Cts. & Jud.Proc.Code Ann., § 12-301 (1984 Repl. Vol.); Biro v. Schombert, 285 Md. 290, 294 , 402 A.2d 71