Mohiuddin v. Doctors Billing & Management Solutions, Inc.

MOYLAN, J. Our initial concern on this appeal is with the granting of a motion to dismiss a complaint on the ground that it fails to state a cause of action. A more intriguing problem is then posed by the procedural sequelae of such an order of dismissal. This appeal arises out of a suit brought by the appellant, Dr. Rashid Mohiuddin, against Doctors Billing and Management Solutions, Inc. (Doctors Billing) and appellee, Physician’s ⁴⁴³ House Calls, Inc. (PHC), in the Circuit Court for Howard County. Procedural Background Seeking to recover unpaid wages and restitution, appellant filed his initial complaint in this case against the defendants on August 21, 2007, in the Circuit Court for Howard County.

An amended complaint (“first amended complaint”) was filed on December 14, 2007, and another amended complaint (“second amended complaint”) on January 14, 2008. That pleading of January 14, 2008, is the one that is important for purposes of this appeal. PHC moved to dismiss the second amended complaint for failure to state a claim. The trial judge granted PHC’s motion on February 20, 2008, dismissing the complaint against PHC without prejudice.

As the case against Doctors Billing proceeded, appellant filed another amended complaint (“third amended complaint”) on September 24, 2008, renaming PHC as a defendant, and yet another amended complaint (“fourth amended complaint”) on December 3, 2008. PHC moved to dismiss the fourth amended complaint for failure to state a claim. Without a hearing, the court granted the motion and dismissed appellant’s complaint with prejudice, for failure to amend his previously dismissed complaint within thirty days, as required by Maryland Rule 2-322(c) (2010). The Contentions Appellant timely appealed to this court, and presents the following questions: 1.

Did the court err in dismissing appellant’s second amended complaint of January 14, 2008 for failure to state a claim? 2. Did the court err in dismissing appellant’s fourth amended complaint for failure to amend his complaint in accordance with Rule 2-322(c)? Because this appeal concerns the granting of motions to dismiss, we will look only to the facts as set forth by appellant ⁴⁴⁴ in his second amended complaint. Schisler v. State, 177 Md.App. 731, 742-43 , 938 A.2d 57 (2007). 1 This case breaks neatly into two distinct episodes and we think it can be dealt with most intelligibly by considering the episodes one at a time.

The first episode concerns substantive law. It ended on February 20, 2008, when the court granted PHC’s motion to dismiss the claim against it for failure to state a claim. The second episode, which is the basis for the appellant’s second contention, concerns only a procedural question. It only began on February 20, 2008, as the first episode was being concluded.

It ended on March 27, 2009, as the court dismissed with prejudice the appellant’s fourth amended complaint because it had not been timely filed pursuant to Maryland Rule 2-322(c). Round One: Factual Background In May 2006, appellant entered into an employment contract with Doctors Billing, a medical services provider located in Glen Burnie, Maryland, whereby he agreed to provide services as a physician to patients of Doctors Billings in exchange for a salary and benefits. The employment contract was operative from July 1, 2006 to June 30, 2007. The contract contained an exclusivity clause requiring appellant to devote his “entire time and attention to [Doctors Billings’] business,” and specifically forbade appellant from “engaging] in any other business activity as a physician.” During his year-long employment with Doctors Billing, appellant would, to be sure, occasionally be assigned to see patients of PHC, a separate corporation that provides patients with physicians for home visits.

The complaint does not state what payment or reimbursement provisions may have existed ⁴⁴⁵ between Doctors Billing and PHC. PHC provided appellant with a vehicle for the purpose of treating PHC-patients, and occasionally paid appellant by checks listing appellant as an employee of PHC. For a 10-week period in the beginning of 2007, appellant was not fully compensated for the work he performed. In an effort to recover his unpaid wages and restitution, appellant filed the instant suit in the Circuit Court for Howard County.

His second amended complaint asserted three counts against PHC: (1) violation of Maryland’s Wage Payment and Collection Law; (2) quantum meruit; and (3) unjust enrichment. PHC responded by moving to dismiss the complaint for failure to state a claim. Dismissal of the Second Amended Complaint Under Maryland Rule 2 — 322(b)(2), a defendant may move to dismiss a complaint for “failure to state a claim upon which relief can be granted.” On appeal, the reviewing court analyzes a trial court’s granting of such a motion de novo. Monarc Constr., Inc. v. Aris Corp., 188 Md.App. 377, 385 , 981 A.2d 822 (2009).

In this analysis, the reviewing court must assume the truth of, and view in a light most favorable to the non-moving party, all well-pleaded facts and allegations contained in the complaint, as well as all inferences that may reasonably be drawn from them, and order dismissal only if the allegations and permissible inferences, if true, would not afford relief to the plaintiff, i.e., the allegations do not state a cause of action for which relief may be granted. RRC Northeast, LLC v. BAA Md., Inc., 413 Md. 638, 643 , 994 A.2d 430 (2010). A hearing was held on the motion on February 12, 2008. With respect to the Wage Payment and Collection Law claim, the parties focused their argument on the issue of whether appellant was an employee of PHC.

The parties also disputed the legal significance of the written contract between appellant and Doctors Billing with regard to the quantum meruit and ⁴⁴⁶ unjust enrichment counts. After hearing both sides, the court granted PHC’s motion because he “didn’t believe that there’s been a sufficient demonstration of a connection to Physician’s House Calls, Inc. to justify leaving them in at this time.” The Maryland Wage Payment and Collection Law Claim Title 3, subtitle 5 of the Maryland Code (2008), Labor & Employment Article (LE), otherwise known as the Maryland Wage Payment and Collection Law, provides an employee the right to bring a civil suit against an employer to recover unpaid wages. See LE § 3-507.1(a). An “employer” is defined as “any person who employs an individual in the State or a successor of the person,” LE § 3-501(b) (emphasis supplied), and “employ” means “to engage an individual to work,” including “allowing an individual to work” and “instructing an individual to be present at a work site.” LE § 3-101(c). “The decisive test in determining the existence of an employer-employee relationship is the right of the employer to control and direct the employee in the performance of the work and in the manner in which the work is to be done.” Automobile Trade Assoc. v. Harold Folk Enterprises, Inc., 301 Md. 642, 660 , 484 A.2d 612 (1984) (citing Mackall v. Zayre Corp., 293 Md. 221, 230 , 443 A.2d 98 (1982)).

Appellant argues that he alleged sufficient facts in his second amended complaint to raise an inference that PHC was his employer, that is, that PHC had the right to control and direct appellant “in the performance of the work and in the manner in which the work is to be done.” In his effort to raise this inference, appellant relies on three allegations set forth in his second amended complaint: 1. While he was under contract with Doctors Billing, appellant “was assigned to see patients through Defendant PHC”; 2. PHC “provided [him] with a vehicle so that he may travel to see the patients of Defendant PHC”; and ⁴⁴⁷ 3. “On several occasions, [he] was paid by paychecks drawn on Defendant PHC’s bank account” that listed him as an employee of PHC. Contrary to appellant’s contention, we hold that the above allegations, even if proven, would not be enough to raise an inference that appellant was either engaged to work by PHC, or that PHC exercised any degree of control over appellant in his work as a physician.

The first allegation gives no indication as to whether Doctors Billing, PHC, or someone else assigned appellant to see PHC’s patients. The second allegation similarly sheds no light on the question of control, but merely explains who owned the vehicle used by appellant while attending to PHC’s patients. The last allegation is the only fact asserted in the second amended complaint that, if proven with other facts, could support an inference that appellant was employed by PHC. Standing alone, however, this allegation is not sufficient to raise such an inference and save appellant’s Maryland Wage Payment and Collection Law claim.

The Quantum Meruit Claim Two forms of quantum meruit claims exist: quantum meruit based on an implied-in-fact contract, and quantum meruit based on a quasi-contract. See Alternatives Unlimited, Inc. v. New Baltimore City Bd. of School Comm’rs, 155 Md.App. 415, 482-87 , 843 A.2d 252 (2004). Appellant has not stated which theory of recovery he relies on in this case. Since a quasi-contractual quantum, meruit claim is identical to a charge of unjust enrichment, however, we will assume that appellant’s complaint is not redundant and that his quantum meruit claim sounds in implied-in-fact contract law.

Id. at 488-89 , 843 A.2d 252 . This Court has explained that implied-in-fact contracts are actual contracts: An implied-in-fact contract is a “true contract” and “means that the parties had a contract that can be seen in their conduct rather than in an explicit set of words.” Implied-in-fact contracts are “dependent on mutual agree ⁴⁴⁸ ment or consent, and on the intention of the parties; and a meeting of the minds is required.” Mogavero v. Silverstein, 142 Md.App. 259, 275 , 790 A.2d 43 (2002) (emphasis supplied). Vol. 1, Williston on Contracts, § 1.5, pp. 20-21, by Richard A. Lord (1990), also describes an implied-in-fact contract: The term implied or inferred contract, also sometimes called an implied in fact contract, refers to that class of obligations which arises from mutual agreement and intent to promise, when the agreement and promise have simply not been expressed in words. Despite the fact that no words of promise or agreement have been used, such transactions are nevertheless true contracts, and may properly be called inferred contracts or contracts implied in fact.

(Emphasis supplied). In an effort to state a quantum meruit claim against PHC, in addition to the alleged facts discussed supra, appellant asserted the following: 1. By seeing patients for [PHC], Plaintiff has rendered valuable services to [PHC]. These services were rendered with the intention of receiving wages and/or compensation. [PHC] accepted these services, received the benefit of such services, and knew that Plaintiff expected to be paid for such services. 2.

All services rendered by Plaintiff to [PHC] were rendered under such circumstances that [PHC] knew Plaintiff expected to be paid. On several occasions, Plaintiff would ask representatives of [PHC] when he would get his full salary and that he expected to be paid for the services he rendered on behalf of [PHC]. Based on these allegations, we agree with the trial judge that appellant failed to allege sufficient facts for his quantum meruit claim to survive PHC’s motion to dismiss. Appellant clearly pled that he performed work for PHC for which he expected compensation, and that PHC accepted appellant’s services with the knowledge that he expected compensation. ⁴⁴⁹ Fatal to appellant’s quantum meruit claim, however, is the absence of any allegation that either appellant or PHC had agreed that PHC was obligated to pay appellant for his services.

Without this critical allegation, to wit, that both parties intended that PHC (rather than Doctors Billing) was required to pay appellant for his services, appellant failed to plead the existence of a mutual agreement between the parties. Because appellant did not allege a meeting of the minds between himself and PHC, his quantum meruit claim is legally deficient. The Unjust Enrichment Claim Appellant’s final count against PHC was for restitution on a theory of unjust enrichment, a quasi-contractual claim. The Restatement (Second) of Contracts, § 4 (1981) describes quasi-contracts: Quasi-contracts have often been called implied contracts or contracts implied in law; but, unlike true contracts, quasi-contracts are not based on the apparent intention of the parties to undertake the performances in question, nor are they promises.

They are obligations created by law for reasons of justice. (Emphasis supplied). In Alternatives Unlimited, Inc., 155 Md.App. at 496 , 843 A.2d 252 , this Court recited the three elements that must be established to prevail on a claim of unjust enrichment: 1. A benefit conferred upon the defendant by the plaintiff; 2.

An appreciation or knowledge by the defendant of the benefit; and 3. The acceptance or retention by the defendant of the benefit under such circumstances as to make it inequitable for the defendant to retain the benefit without the payment of its value. With respect to this count, appellant’s second amended complaint alleged that he benefited PHC by serving its patients, and PHC knowingly accepted these benefits without paying him. These allegations clearly satisfy the first and ⁴⁵⁰ second element of an unjust enrichment claim.

It is with respect to the third element, however, that appellant encounters an insurmountable obstacle. Appellant’s second amended complaint alleged: [PHC’s] acceptance, retention and/or use of the services by Plaintiff ... while [PHC] had knowledge of the services by Plaintiff make it inequitable for [PHC] to retain those benefits without