Royal Investment Group, LLC v. Wang

GRAEFF, J. This lawsuit arises from a dispute between Don C. Wang, appellee, and Sean Shahparast, the sole member of Royal Investment Group, LLC, (collectively, “Royal”), appellants, over their negotiations for Royal to purchase from Mr. Wang a house and real property located at 5281 Goldsboro Road in Montgomery County (“the Property”). Negotiations broke down, and the parties did not proceed to settlement. After Mr. Wang advised Royal that the contract was terminated and that Royal had no authority to enter the Property, Royal proceeded to demolish the existing home on the Property, and, during the ensuing lawsuit, Royal spent over $700,000 to build a new home on the Property. After a seven day bench trial, the circuit court rejected Royal’s request for specific performance on the real estate ⁴¹⁸ contract and issued a declaratory judgment, finding that Royal breached the contract when it failed to proceed to settlement pursuant to the terms of an addendum dated June 16, 2005.

It further found Royal liable for trespass, and it denied Royal’s claim for unjust enrichment stemming from improvements to Mr. Wang’s property. Upon learning of the circuit court’s order, Mr. Shahparast went to the Property and removed cabinets he had installed from the Property. As a result of these actions, the circuit court held Royal, through its President, Mr. Shahparast, in constructive civil contempt. The court imposed a sanction of incarceration, subject to a purge provision of $75,000, the replacement value of the removed cabinets.

On appeal, Royal presents five issues for our review, which we have rephrased as follows: 1. Did the trial court err in finding that the June 16 addendum to the contract for the Property satisfied the Statute of Frauds? 2. Did the trial court err in denying Royal’s claim for restitution for improvements made to the Property? 3. Did the trial court err in finding Royal liable for trespass? 4.

Did the trial court err in finding Mr. Shahparast in contempt? 5. Did the trial court err in awarding Mr. Wang $179,907.60, in attorney’s fees? For the reasons set forth below, we affirm the judgments of the circuit court. FACTUAL AND PROCEDURAL BACKGROUND On November 23, 2001, Mr. Wang, the owner of the Property, received a notice informing him that Montgomery County had condemned the house located on the Property and found it unfit for human habitation due to multiple housing code violations.

The letter included a list of violations that needed to be repaired before the condemnation notice would be lifted. ⁴¹⁹ Following receipt of this letter, Mr. Wang vacated the house on the Property. On January 23, 2002, the Department of Housing and Community Affairs sent Mr. Wang a second letter directing him “to either correct all deficiencies listed in the Condemnation Notice, or demolish the dwelling....” The evidence indicated that the rooms in the Property were filled with trash, which was piled up almost to the ceiling. In 2004, Mr. Wang decided to sell the Property. Mr. Wang made $18,000 a year, and he needed money.

On December 7, 2004, Royal offered Mr. Wang $680,000 to purchase the Property but, due to multiple offers, the offer was raised to $700,000. On December 16, 2004, the parties entered into a contract, which required a $25,000 deposit and provided a settlement date of February 22, 2005. The contract further provided that time was of the essence and that, if either party defaulted by failing to perform “any act” in the contract by a prescribed date, the non-defaulting party, upon written notice to the defaulting party, could declare the contract null and void. Pursuant to the contract: “Once signed, the terms of this Contract can only be changed by a document executed by all parties.” An addendum signed on the same day provided that the Property would be sold in “as is” condition, and that “[t]he property shall be delivered free and clear of trash and debris and broom clean.” On December 22, 2004, Mr. Wang signed an addendum to the contract that was drafted by Royal.

The addendum provided that: (1) Mr. Wang would remove all trash from the house by January 21, 2005; (2) settlement would occur on April 29, 2005; and (3) Royal would be permitted to perform “any repair/construction at buyer’s risk & expense.” Royal believed that this language gave it the right to demolish the home and begin construction of a new home prior to settlement, whereas Mr. Wang believed the clause allowed only minor cosmetic repairs. The addendum further provided that, “[i]f the buyer does not go to the scheduled settlement 4/29/05, then all repair/construction belong to the seller.” This adden ⁴²⁰ dum, as well as each subsequent addendum, stated that it was ratified as part of the contract and “[a]ll other terms of the contract remain in full force and effect.” Mr. Wang failed to remove the trash from the house within thirty days as required by the addendum. Mr. Shahparast mailed Mr. Wang a letter dated January 24, 2005, expressing concern because the trash had not been removed from the house, and he had hired contractors who could not begin work because of the trash. As a result of this letter, on February 11, 2005, the parties executed another addendum providing as follows: (1) the price would be lowered to $660,000; (2) the settlement date was extended to July 30, 2005; and (3) Mr. Shahparast assumed responsibility for removing the trash from the house.

Mr. Shahparast attempted to schedule contractors to work on the Property, but, he claimed that, because an inoperative car was left on the Property, the contractors refused to begin work due to the potential liability if they damaged the car. Royal sought to modify several items of the contract in order “not to null and void” the contract. On March 8, 2005, the parties executed another addendum with the following terms: (1) the price of the Property was reduced to $625,000; (2) Mr. Wang was to remove the car by March, 17, 2005, and “time is [of] the essence”; (3) settlement changed to August 3, 2005; and (4) Royal would assume responsibility for removing the trash. The addendum provided: “All other of the terms of the contract remain in full force and effect.” Mr. Wang failed to remove the car by the agreed upon date because he was unable to locate the title to the car.

In a letter dated June 9, 2005, Mr. Shahparast wrote to Mr. Wang’s real estate agent expressing frustration that Mr. Wang had breached his obligation under the contract to remove the car from the Property by March 3, 2005. Royal advised that “until Mr. Wang agrees to pay for our loss of time and 30% increase in construction cost Royal Investment Group will not release him for the breach of his obligation under the term of December 12, 2004, and the latest adden ⁴²¹ dum of March 08, 2005.” The letter further advised that Royal was -willing to release Mr. Wang from his breach under the following conditions: 1. Settlement date of no later than December 16, 2005, or soon after the car is remove [sic] and seller is able to schedule all contractors. 2. Contract price to be reduced to $600,000. 3.

Removal of the car by no later than June 18, 2005. (Time is being of the essence). In response to this letter, Mr. Wang’s agent contacted Mr. Wang and encouraged him to follow through on the contract. On June 16, 2005, with Mr. Wang at her office, Mr. Wang’s agent spoke with Mr. Shahparast on the phone.

Mr. Wang’s agent testified that, during this conversation, the parties agreed to new terms, including a reduction in the contract price and an August 31, 2005, settlement date. 1 Pursuant to this agreement, Mr. Wang signed another addendum to the contract (“the June 16 addendum”) setting out the terms agreed upon during the phone conversation. The addendum provided as follows: It is understood by the phone conversation between the buyer and [Mr. Wang’s] agent, Alice Wang (not related), the following terms are agreed: (1) reduce the contract price to $600,000 (2) settlement date to August 31, 2005, (Wednesday) (3) The car on the lawn (drive way) of the property to be removed by the seller by 8:00 PM, June 18, 2005 (Saturday) Mr. Wang’s agent informed Mr. Shahparast’s agent that Mr. Wang signed the addendum, and she faxed the addendum to Mr. Shahparast’s agent. ⁴²² That same day, after borrowing money from his real estate agent, Mr. Wang had the car towed off the Goldsboro property. Mr. Wang’s agent called Mr. Shahparast’s agent, informing her that Mr. Wang had removed the car, and Mr. Shahparast’s agent told Mr. Wang’s agent that Mr. Shahparast signed the addendum, but she did not have a copy of it yet. Mr. Wang never received a signed copy of this addendum.

Mr. Shahparast stated in a deposition that he never signed the June 16 addendum, but a signed, undated copy of the addendum was later discovered in the possession of the title company. 2 On June 18, 2005, Royal requested that the settlement date be changed to December 15, 2005. He sent a proposed addendum that delayed settlement until December but stated that “[a]ll other terms in the amended addendum dated June 16, 2005, remain in full force.” Mr. Wang agreed to extend the settlement date to December only if Royal would pay the $1,750 in property taxes that were due in September, as well as interest on the proceeds of the sale as if “we settle[d] on August 31st as the buyer told me on 6/16.” 3 Royal refused to pay the Property taxes and interest. On August 4, 2005, Mr. Wang communicated another offer to change the settlement date to December 15, 2005, with a sales price of $625,000. Alternatively, he restated the price and settlement date included in the June 16 addendum of $600,000 with a August 31, 2005, settlement date.

Royal responded by proposing a November 15, 2005, settlement date at $600,000, or a December 15, 2005, settlement date at $605,000. Mr. Wang rejected these proposed changes to the price and settlement date. The parties did not settle on August, 31, 2005. ⁴²³ On September 1, 2005, Mr. Wang’s attorney mailed a letter to Mr. Shahparast, advising that it was clear that Royal had no intention of proceeding to settlement under the terms of the contract and that Mr. Wang was declaring Royal in default of the contract. The letter requested that Mr. Shahparast’s agent release the $25,000 deposit to Mr. Wang, and it also stated that “[a]ny and all existing offers and/or counteroffers relating in any manner to the Contract, are hereby withdrawn if made by the Seller, and declined if made by the Purchaser.” It further stated that Mr. Wang was reviewing his legal rights regarding Royal’s actions in cutting and removing Mr. Wang’s valuable trees, which was not authorized by the contract and diminished the value of the Property.

On September 12, 2005, and on September 21, 2005, Mr. Wang’s attorney wrote letters to Royal reasserting Mr. Wang’s position that Royal was in default of the contract, but offering to reinstate the contract for an increased price, and further proposing a new settlement date. The September 21, 2005 letter stated that until such time as a written agreement has been entered into by Mr. Wang and Royal reinstating the Original Contract, or a new contract is executed by the Parties, Royal has no authority to enter onto Mr. Wang’s property. Mr. Wang will hold Royal strictly liable for any further damage to his property. On September 21 and 23, 2005, Royal wrote letters to Mr. Wang’s attorney setting forth its position that Mr. Wang was in default of the contract.

The September 21 letter stated: “My position is very clear. The contract price is for $600,000 as it was agreed and signed by Mr. Wang and my Company and any other proposal will be resolved by the Court.” On October 3, 2005, Mr. Wang received a phone call around 8:00 a.m. from his attorney, informing Mr. Wang that, as he drove by the Property on his way to work, heavy equipment was demolishing the house located on the Property. On October 7, 2005, four days after the house was demolished, the county issued a demolition permit to Royal Investment Group ⁴²⁴ and Mr. Shahparast to demolish a single family dwelling on the Property. On October 13, 2005, the county issued Royal Investment Group a building permit for a single family dwelling.

Royal’s application for the building permit, dated July 12, 2005, indicated that the work was authorized by Mr. Wang. There was, however, no authorization by Mr. Wang. Mr. Wang made at least two trips over the next few days to speak with the County Attorney about the situation. During the second trip, the County Attorney inquired whether Mr. Wang wanted the county to issue a stop work order.

Mr. Wang responded that he would let Mr. Shahparast “go ahead and build the house, and then he was going to walk up to the front door in essence and ask for the keys.” On October 11, 2005, after Royal demolished Mr. Wang’s house, Royal scheduled settlement for October 21, 2005. Despite Royal’s claim in discovery that it never signed the June 16 addendum, Mr. Shahparast forwarded to the settlement company a copy of the contract with all accompanying addenda, including the June 16 addendum signed by Mr. Shahparast. The settlement documents prepared had a sale price of $600,000, which was the price listed on the June 16 addendum, the only contract addendum with a $600,000 price. On October 11, 2005, Royal advised counsel for Mr. Wang that it had scheduled settlement for October 21, 2005.

On October 13, 2005, Mr. Wang’s attorney responded to the letter, stating that there had been no change in Mr. Wang’s stated position that Royal was in default on the contract, that Royal had no authority to enter on Mr. Wang’s property, and that Royal would be strictly liable for further damages. The letter further advised that, without waiving any claims Mr. Wang had against Royal, Mr. Wang would agree to reinstate the terms of the original contract if the purchase price was amended to $750,000. Mr. Wang did not appear at the October 21, 2005 settlement unilaterally scheduled by Royal. Royal nevertheless proceeded to build a new home on the Property, expending from April, 2005, until July 1, 2007, a total of $728,842.44. ⁴²⁵ On May 23, 2006, Royal filed suit in the Circuit Court for Montgomery County.

On August 18, 2006, Royal filed an amended complaint seeking: (1) specific performance from Mr. Wang on the contract of sale for the Property; (2) ancillary money damages in the amount of $800,000; and (3) breach of contract for which Royal requested money damages in the amount of $2,500,000. Royal alleged that the damages resulted from lost profits, forfeited constructions costs, attorney’s fees and other similar costs. On October 18, 2006, Mr. Wang filed a counterclaim seeking a declaratory judgment that Royal breached the December 16, 2004 contract, modified by “the 3rd Amendment” dated June 16, 2005. Mr. Wang further alleged claims for conversion based on Royal demolishing his home on October 3, 2005, trespass after September 1, 2005, by demolishing his home and building another home on his property, and ejectment.

Mr. Wang also filed a third party claim against Mr. Shahparast and Homa Ravanbaksh, Mr. Shahparast’s wife, which alleged “slander of title” based on the application for a building permit where they allegedly swore that they were the owners of the Property. On April 20, 2007, Mr. Wang amended his counterclaim against Royal, Mr. Shahparast, and Ravanbaksh. Count I requested entry of a declaratory judgment alleging that there was a lack of consideration for the sale of real property. Count II requested a declaratory judgment alleging that the real estate contract is null and void based on Royal’s failure to settle in a timely manner.

Count III, conversion, requested $1,000,000 in punitive damages and $700,000 in compensatory damages based on Royal’s cutting down and removing most of the trees on the Property. Count IV, trespass to property, requested $1,000,000 in punitive damages and $700,000 in compensatory damages based on Royal’s trespass onto the Property, which included demolishing the existing house situated on the Property and building a new house. Count V, fraud/fraud in the inducement, requested $700,000 in damages, alleging that Mr. Wang lowered the contract price of the house in reliance on Mr. Shahparast’s fraudulent statements ⁴²⁶ that he incurred substantial expenses due to the delay in completing the sale of the Property. Count VI, unjust enrichment, requested one half of the market value of the residence built on the Property.

Count VII, slander of title, requested $700,000 in damages based on Mr. Shahparast and Ravanbaksh’s false statements claiming ownership of the Property, which resulted in Montgomery County issuing a demolition permit, and contractors believing Mr. Shahparast owned the Property. On July 12, 2007, Mr. Wang filed another motion to amend the counterclaim, requesting permanent injunctive relief to prevent Mr. Shahparast from “any further trespass or interference” with the Property. Royal continued building a home on Mr. Wang’s property until approximately ten days before the trial began. It incurred 97% of its expenditures after September 1, 2005, when Mr. Wang advised that the contract was terminated.

On October 3, 2007, following a bench trial, the circuit court issued a written opinion ruling primarily in Mr. Wang’s favor. The court denied Royal’s claims for specific performance, money damages, quantum meruit, and unjust enrichment. With respect to Mr. Wang’s request for a declaratory judgment, the court found that the June 16 addendum created a new, enforceable contract, which was breached by Royal’s failure to settle on August 31, 2005. With respect to Mr. Wang’s trespass and ejectment claim, the trial court found that Royal trespassed on Mr. Wang’s property, awarding Mr. Wang $45,600, and granting possession of the Property to Mr. Wang.

The trial court entered judgment in Royal’s favor on Mr. Wang’s claim for conversion and slander of title. The court mailed a copy of its order directly to the attorneys for both parties before the order was docketed by a court clerk. Royal’s trial attorney received the opinion and order on Monday, October 8, 2007, but he did not read the opinion immediately or inform Mr. Shahparast about the opinion. He spent most of the day at an event organized by the local bar association. ⁴²⁷ After Mr. Wang’s attorney received the order and opinion, he contacted a contractor to change the locks of the house located on the Property.

The contractor arrived at the house on October 8, 2007. He gained access through a back door and determined that he would need a locksmith to change the locks. While he waited for the locksmith to arrive, he inspected the house and observed installed cabinetry in the kitchen, master bathroom, library, above a wet bar, in an alcove between the family and living room, and in a butler’s pantry. He did not observe any uninstalled cabinets.

The locksmith arrived to begin replacing the locks, and, soon thereafter, Mr. Shahparast and his wife arrived. Mr. Shahparast interrupted their work and informed them that it was Mr. Shahparast’s house and the contractor and the locksmith had no right to change the locks. In an effort to resolve the situation, the contractor called one of Mr. Wang’s attorneys, Quinn O’Connell, Esq., and explained the situation to him. As a result, at approximately 11:00 a.m., Mr. O’Connell traveled to the Property and provided Mr. Shahparast with a copy of the declaratory judgment, the order, the opinion, and the cover letter, and he informed Mr. Shahparast that Mr. Shahparast was trespassing.

Mr. O’Connell specifically “highlighted” the trial court’s ruling regarding possession of the Property, the trespass claim, and Royal’s denied claim for specific performance. Mr. Shahparast called his attorney several times, but initially he was unsuccessful in contacting him. Mr. Shahparast then called a personal friend, who was an attorney but was not involved in the case. Because the friend was not representing Mr. Shahparast, he informed Mr. Shahparast that he “could not respond to case-specific questions,” but he would “talk in generalities.” The friend checked the judiciary website to determine if the order given to him by Mr. O’Connell had been docketed, and, upon finding no docketed order, informed him that “orders had to be docketed for enforcement.” Mr. Shahparast’s friend also explained his understanding of the difference between fixtures and personal property, informing Mr. Shahparast that he could take personal property, but he could ⁴²⁸ not remove fixtures from the Property.

After speaking with his friend, Mr. Shahparast spoke to his attorney on the case. Mr. Shahparast asked whether the order was enforceable even though it had not been docketed and whether he could reenter the house and remove the cabinets. His attorney responded that he “simply [did] not know.” 4 The police arrived, and Mr. O’Connell provided the police with the order and other documents, but the police refused to enforce the circuit court’s order preventing Mr. Shahparast from trespassing on the Property because the order was not certified. Mr. O’Connell and Mr. Shahparast agreed to maintain the “status quo” until the court opened the next day. 5 Mr. Shahparast agreed not to reenter the house until this dispute was resolved the next day.

Mr. O’Connell contacted a security company and arranged for a security guard to provide “24-hour coverage to have someone observe the property.” While Mr. O’Connell waited for the security guard to arrive, Mr. Shahparast returned and briefly spoke to Mr. O’Connell, asking what he was doing. Mr. Shahparast then left. He returned again in work clothes, briefly spoke with Mr. O’Connell, and then walked to a side street next to Mr. Wang’s property. Soon thereafter, Mr. O’Connell observed Mr. Shahparast drive into the driveway of the Property and enter the side door.

The security guard arrived at approximately 5:30 p.m. and photographed Mr. Shahparast, and a group of workers, removing cabinets from the Property and loading them into a truck. 6 After the truck was filled with cabinets, it departed and ⁴²⁹ returned empty a short time later. The workers loaded the truck seven times between 5:30 p.m. and 8:00 p.m. The security guard, who was originally taking pictures from the other side of the street, crossed the street to take additional pictures and Mr. Shahparast reacted by “flailing his arms” and “using profanity.” Mr. Shahparast taunted the security guard, asking: “ ‘What are you going to do about it?’ ” The security guard took a “defensive stance, because it looked like [Mr. Shahparast] was actually going to try to attack.” Instead, Mr. Shahparast “backed off,” and resumed “yelling profanities.” As the truck departed for the last time, Mr. Shahparast gave the security guard “the middle finger.” The contractor inspected the house two days later. Upon inspection, all the cabinets had been removed except for those located in the library.

Mr. Wang filed a petition to hold Mr. Shahparast in contempt, which was docketed on December 12, 2007. On March 13 and 17, 2008, the circuit court presided over a contempt hearing. Several witnesses testified, including the contractor who inspected the house. The contractor testified, based upon a receipt, that Mr. Shahparast paid $59,850 for the cabinetry in the house, but the contractor, who was qualified as an expert, indicated that he was unable to obtain such a low price for comparable quality cabinets.

The contractor estimated that the installed cabinetry was valued at $75,000. After hearing the evidence, the circuit court, in a ruling from the bench, found Mr. Shahparast in contempt of the court’s order. On March 26, 2008, the circuit court filed a written opinion finding Mr. Shahparast “guilty of constructive civil contempt for willful violation on October 8, 2007, of an Order of this Court dated October 3, 2007.” The trial court sentenced Mr. Shahparast to a 59 day period of incarceration, but included as a purge provision the payment to Mr. Wang of $75,000. On February 4, 2008, the trial court heard arguments and received evidence, including the testimony of an expert witness, regarding Mr. Wang’s claim for attorney’s fees based on ⁴³⁰ the fee-shifting provision in the real estate contract.

The trial court, in a lengthy opinion, awarded $179,907.60 in attorney’s fees. This appeal followed. STANDARD OF REVIEW In a case tried without a jury, “the appellate court will review the case on both the law and the evidence. It will not set aside the judgment of the trial court on the evidence unless clearly erroneous, and will give due regard to the opportunity of the trial court to judge the credibility of the witnesses.” Md. Rule 8-131(c).

Under the clearly erroneous standard, “ ‘we must consider the evidence in the light most favorable to the prevailing party and decide not whether the trial judge’s conclusions of fact were correct, but only whether they were supported by a preponderance of the evidence.’ ” City of Bowie v. Mie Properties, Inc., 398 Md. 657, 676-77 , 922 A.2d 509 (2007) (quoting Colandrea v. Wilde Lake Cmty. Ass’n, 361 Md. 371, 394 , 761 A.2d 899 (2000)). With respect to legal conclusions, however, an appellate court “ ‘must determine whether the lower court’s conclusions are legally correct. ...’” White v. Pines Community Improvement Ass’n, Inc., 403 Md. 13, 31 , 939 A.2d 165 (2008) (quoting YIVO Institute for Jewish Research v. Zaleski, 386 Md. 654, 662 , 874 A.2d 411 (2005)). DISCUSSION I. Statute of Frauds The trial court ruled that the June 16, 2005, contract addendum was a new contract between the parties, which was breached by Royal’s failure to settle on August 31, 2005.

Accordingly, the circuit court entered a declaratory judgment that Mr. Wang was the owner of the Property, that Mr. Wang was entitled to the deposit of $25,000, and that Royal was not ⁴³¹ entitled to specific performance of the contract or damages for breach of the contract. With respect to Royal’s argument that it did not sign the June 16, 2005, addendum, and therefore the addendum did not satisfy the Statute of Frauds, the trial court framed the issue as follows: The issue is whether the buyer, Royal, is prohibited from claiming a violation of the Statute of Frauds in an alleged June 16 modified contract when the buyer orally accepted the seller’s proposal without delivery of a written acceptance, the seller declared a default on September 1, and the buyer delivered a signed acceptance after September 1, 2005, with a settlement date of August 31, 2005, to his title company for the buyer’s proposed settlement in late October, 2005. In analyzing the pertinent facts, the court found that Royal orally agreed to the terms in the June 16, 2005, addendum. The court did not resolve when Royal signed the addendum, either on June 16, 2005, as alleged by Mr. Wang, or later in the fall, as alleged by Royal.

Rather, it determined that the issue was “of no moment” because there was never a delivery of an addendum actually signed by Royal accepting the terms of the June 16, 2005, proposal prior to Mr. Wang’s declaration of default on September 1, 2005. The court found that, without a signed written acceptance, the contract could not be enforced pursuant to the Statute of Frauds. The court then noted, however, that “this tortured trail of facts takes another turn.” The buyer claimed at trial he signed the June 16 Addendum in mid-September 2005 after Wang’s lawyer declared a default on September 1, 2005, but no signature date for the buyer appears on the signed Addendum. He testified at trial he delivered the Addendum signed by both parties to Gemini Title Company to prepare settlement papers for October 21, 2000.

Claiming to have forgotten about the ⁴³² signing and delivery, he testified he discovered the Addendum at the title company in the early summer of 2007. Was the buyer’s lack of delivery of the signed June 16 Addendum acceptance cured by the after September 1 delivery to Gemini Title Company of the signed acceptance so as to create an enforceable June 16 contract with a settlement date of August 31, 2005? Williston says “yes” and the Court agrees for the following reasons. In the court’s view, delivery by Royal of the signed June 16 Addendum to Gemini Title Company in October 2005, puts it beyond the power of Royal to prevent its use as evidence and establishes an enforceable June 16, 2005, contract Addendum, satisfying the Statute of Frauds.

See Defendant’s Exhibit 35, providing an additional writing confirming on September 21, 2005, the contract between the parties. Under the facts of this case the Statute of Frauds is not a bar to the enforceability of the June 16 contract Addendum. The reasoning follows Maryland case law where an admission at trial of the contract terms by the party to be charged satisfies the Statute of Frauds. Royal argues that the trial court erred in concluding that the June 16, 2005, addendum reflected a binding contract.

First, it argues that the evidence does not support the trial court’s conclusion that there was an oral agreement between the parties. Second, it contends that the addendum, which it alleges was signed months later, did not satisfy the Statute of Frauds because the addendum did not constitute the expression of a contract. Mr. Wang counters that the trial court correctly found that Royal orally agreed to the terms of the June 16 addendum, and that the signed addendum satisfied the Statute of Frauds. We agree with the trial court and hold that the June 16 addendum constituted evidence of an enforceable contract ⁴³³ between the parties.

Accordingly, Royal cannot rely on the Statute of Frauds to prevent enforcement of that contract. “Creation of a contract requires an offer by one party and acceptance by the other party.” Cochran v. Norkunas, 398 Md. 1, 23 , 919 A.2d 700 (2007). “Acceptance of an offer is requisite to contract formation, and common to all manifestations of acceptance is a demonstration that the parties had an actual meeting of the minds regarding contract formation.” Id. “ ‘[I]n other words, to establish a contract the minds of the parties must be in agreement as to its terms.’ ” Mitchell v. AARP Life Ins. Program, New York Life Ins. Co., 140 Md.App. 102, 117 , 779 A.2d 1061 (2001) (quoting Safeway Stores, Inc. v. Altman, 296 Md. 486, 489 , 463 A.2d 829 (1983)). We shall begin by dispensing with Royal’s claim that the trial court erred in finding that an oral contract existed between Royal and Mr. Wang.

This factual finding, although the subject of some conflicting evidence, was supported by the record and was not clearly erroneous. Mr. Wang’s agent testified that, on June 16, 2005, Mr. Shahparast and Mr. Wang agreed to the terms of the addendum over the phone. The agreed upon terms included reducing the contract price to $600,000 and providing for a settlement date of August 31, 2005. Royal’s acceptance of the terms is reflected in the notes made by Mr. Wang’s agent, which the court found “credible.” Royal’s oral acceptance was further corroborated by the language of the addendum itself, which provided that “[i'jt is understood by the phone conversation between the buyer” and Mr. Wang’s agent that the listed terms were agreed upon.

The trial court further noted that, on September 21, 2005, after Mr. Wang declared Royal in default of the contract, Royal wrote a letter stating that the “contract price is $600,000 as was agreed and signed by Mr. Wang and my company.” The June 16 amended contract was the only contract for $600,000, and the only contract calling for an August 31, 2005, settlement. Thus, there was evidence to support the trial court’s finding that there was an oral agreement on June 16, and the trial court’s finding to that effect ⁴³⁴ was not clearly erroneous. 7 Next, we turn to Royal’s contention that the signed addendum did not satisfy the Statute of Frauds. The trial court’s ruling, that a writing signed after an oral agreement satisfied the Statute of Frauds, was a legal conclusion that we will review de novo. The Statute of Frauds requires that, for a contract for the sale of land to be enforceable, there must be a writing signed by the party or its agent.

Pursuant to Maryland Code (2003 Repl.Vol.), § 5-104 of the Real Property Article: No action may be brought on any contract for the sale or disposition of land or of any interest in or concerning land unless the contract on which the action is brought, or some memorandum or note of it, is in writing and signed by the party to be charged or some other person lawfully authorized by him. As the Court of Appeals explained, “[t]o render a contract enforceable under the statute of frauds, the required memorandum must” meet the following criteria: (1) a writing (formal or informal); (2) signed by the party to be charged or by his agent; (3) naming each party to the contract with sufficient definiteness to identify him or his agent; (4) describing the land or other property to which the contract relates; and (5) setting forth the terms and conditions of all the promises constituting the contract made between the parties. Beall v. Beall, 291 Md. 224, 228-29 , 434 A.2d 1015 (1981). Here, there was an addendum signed by both parties providing for a $600,000 price and a settlement date of August 31, ⁴³⁵ 2005.

There was, however, no date next to Royal’s signature. Thus, the question concerns the timing of the requisite writing to satisfy the Statute of Frauds. In Salisbury Building Supply Co. Inc. v. Krause Marine Towing Corp., 162 Md.App. 154, 162-63 , 873 A.2d 452 (2005), we held that a memorandum signed before the contract was executed will satisfy the writing requirement of the Statute of Frauds. Although not expressly deciding whether a writing made after an oral contract satisfied the Statute of Frauds, we noted the general rule that a memorandum satisfying the Statute of Frauds may be made before or after the making of the contract.

Id. at 161-62 , 873 A.2d 452 . Accord 10 Richard A. Lord, Williston on Contracts § 29:5, at 440 (4th ed. 1999) (“It is commonly said that a memorandum may be made at any time subsequent to the making of the contract and prior to the bringing of the action.”); 4 Caroline N. Brown, Corbin on Contracts § 22.8 (Rev. ed. 1997) (“Any writing which actually authenticates the existence and terms of a contract made by the party to be charged and which is signed by that party is sufficient to satisfy the statute [of frauds] without regard to the time when the writing was made and signed.”); Restatement (Second) of Contracts § 136 (1981) (“A memorandum sufficient to satisfy the Statute may be made or signed at any time before or after the formation of the contract.”); 2 Farnsworth on Contracts § 6.7 (3rd ed. 2004) (“The memorandum may be made either before or after the formation of the contract.”). Although generally accepting this legal concept, the crux of Royal’s argument is that the subsequently signed addendum in this case does not satisfy the Statute of Frauds because Mr. Shahparast testified that it was executed after the settlement date, after a breach of the contract, and, therefore, it was not made as an expression of the contract. We find this argument unavailing.

Initially, it is not clear that, in fact, the addendum was signed after the settlement date. The trial court did not resolve the factual issue whether Mr. Shahparast signed the ⁴³⁶ agreement after the breach, as he alleged, or on June 16, 2005, as alleged by Mr. Wang. Rather, the trial court found that the date the writing was signed was irrelevant because the contract was formed on June 16, 2005, when Mr. Shahparast agreed, in a phone conversation with Mr. Wang’s agent, to the terms of the contract. We agree with the trial court that, although the signed addendum was necessary to satisfy the Statute of Frauds, it was not the contract, but merely evidence of the oral contract.

See Millikan v. Simmons, 244 N.C. 195 , 93 S.E.2d 59, 62 (1956) (“It is not necessary, therefore, that a writing be signed at the time a contract is made. ‘The writing is not the contract; it is the party’s admission that the contract was made.’ ”). As noted in WILLISTON ON CONTRACTS, supra, § 29:5, at 448-49: When a memorandum exists, it is often said to relate back to the time when the oral contract was made, but it is not necessary to resort to the fiction of relation back to explain the situation. It is the oral contract which is enforced, but it can be enforced only when the Statute has been satisfied. The Statute does not require its satisfaction by a writing to be made simultaneously with the agreement, and it is unnecessary to make the fictitious assumption that it is in fact simultaneous in a case where it is not.

Satisfaction of the Statute by the making of the memorandum does, however, result in the previously unenforceable oral agreement becoming binding, and since it is that contract which becomes binding, it should be as of the date of the oral contract; and there seems to be no limit, except perhaps that imposed by the Statute of Limitations, upon the power of a party to an oral contract at any time to make a memorandum binding upon himself. (Footnotes omitted.) Because the contract to be enforced here is the oral contract agreed to on June 16, 2005, and the signed addendum is merely evidence of that contract, it is irrelevant whether the ⁴³⁷ writing was made after a breach of the contract. See Restatement (Second) op Contracts, supra, § 136, cmt.b (“There is no requirement that the memorandum be made contemporaneously with the contract. It may be made even after breach or repudiation.”); Bird v. Munroe, 66 Me. 337, 340, 346-47 (1877) (holding that a memorandum signed after a breach of contract confirming an earlier oral agreement satisfied the Statute of Frauds); Teel v. Harlan, 199 Okla. 268 , 185 P.2d 695, 697 (1947) (noting that “the memorandum of the contract required by the Statute of Frauds may be made subsequently to the making of the contract itself ... and even after an alleged breach has occurred.”).

As this Court has recognized, “the purpose of the Statute of Frauds ‘is the prevention of successful fraud by inducing the enforcement of contracts that were never in fact made. It is not to prevent the performance or the enforcement of oral contracts that have in fact been made.’ ” Collins v. Morris, 122 Md.App. 764, 773-74 , 716 A.2d 384 (1998) (quoting Corbin on Contracts, supra, § 22.1 at 703). Accord Salisbury 162 Md.App. at 162 , 873 A.2d 452 (noting the statute’s purpose of preventing fraud). A signed writing protects against a fraudulent allegation of an oral contract, and it prevents the signor from preventing enforcement of the oral contract pursuant to the Statute of Frauds, regardless of when the writing was signed.

Thus, we hold that the Statute of Frauds is not a bar to enforcing an oral contract when there is a subsequent writing confirming the agreement, even if the writing is signed after a breach of the agreement. The June 16 addendum confirmed the contract that Royal created when it agreed to the terms of the addendum over the telephone with Mr. Wang’s agent. Thus, irrespective of whether Royal executed the addendum before or after the settlement date on the contract, the writing satisfied the Statute of Frauds. 8 Accord ⁴³⁸ ingly, we affirm the circuit court’s declaratory judgment that Royal defaulted on the contract by failing to settle by August 31, 2005, pursuant to the June 16, 2005, contract addendum, that Mr. Wang was the owner of the Property, and that the $25,000 deposit belonged to Mr. Wang.

II

Unjust Enrichment Royal next contends that the trial court erred in denying its claim for restitution, under the doctrine of unjust enrichment, for improvements it made to Mr. Wang’s property. Royal contends that it would be inequitable to allow Mr. Wang to retain the improvements to the Property without paying the value of the improvements. He relies heavily on two statements made by Mr. Wang. The first statement was made in a pre-trial deposition, where Mr. Wang stated, in response to a question, that it would be unfair for him to keep the partially constructed house.

The second statement was made to the County Attorney when Mr. Wang learned that Royal, in applying for a building permit, had misrepresented that the work was authorized by Mr. Wang. When the County Attorney inquired whether Mr. Wang wanted the County to issue a stop work order, Mr. Wang responded that Mr. Shahparast could build the house and he would keep the keys. In addition to relying on these statements, Royal argues that the Property is for sale and it would be an injustice to allow Mr. Wang to keep the cash windfall he will receive upon sale of the Property with the improvements. ⁴³⁹ Mr. Wang counters that Royal was not a bona fide possessor of the Property because it was aware of Mr. Wang’s objections to his construction, and that Royal is precluded from recovering on a claim of unjust enrichment because Royal’s inequitable conduct does not justify an award of restitution. We agree and find no error in the trial court’s order denying Royal’s claim for unjust enrichment.

A person unjustly enriched at the expense of another is required to make restitution to the other. Everhart v. Miles, 47 Md.App. 131, 138 , 422 A.2d 28 (1980). Unjust enrichment is “the unjust retention of a benefit to the loss of another, or the retention of money or property of another against the fundamental principles of justice or equity and good conscience.” Richard F. Kline, Inc. v. Signet Bank/Maryland, 102 Md.App. 727, 731 , 651 A.2d 442 (quoting Everhart, 47 Md.App. at 136 , 422 A.2d 28 ), cert. denied, 338 Md. 201 , 657 A.2d 795 (1995). A claim of unjust enrichment consists of three elements: (1) the plaintiff confers a benefit upon the defendant; (2) the defendant knows or appreciates the benefit; and (3) the defendant’s acceptance or retention of the benefit “under such circumstances as to make it inequitable for the defendant to retain the benefit without the payment of its value.” Hill v. Cross Country Settlements, LLC, 402 Md. 281, 295 , 936 A.2d 343 (2007).

Accord Jackson v. 2109 Brandy-wine, LLC, 180 Md.App. 535, 574 , 952 A.2d 304 (2008). There is no dispute in this case with respect to the first two elements. Mr. Wang clearly has received a benefit from the construction of a large house on his property, and there is no question regarding his knowledge of the benefit. The question in this case focuses on the third element of the test, i.e., whether it would be inequitable for Mr. Wang to retain the improvements without paying the value of those improvements.

Although “ ‘[a] person is enriched if he has received a benefit,’ the law does not consider him unjustly enriched unless ‘the circumstances of