Son v. Margolius, Mallios, Davis, Rider & Tomar

¹⁹⁶ HARRELL, Judge. Danny Y. Son, also known as Yong C. Son, appeals from a judgment of the Circuit Court for Montgomery County that concurrently denied his motion for summary judgment and granted summary judgment to appellees. The beneficiaries of the alleged error were Margolius, Mallios, Davis, Rider & Tomar (referred to hereinafter as the “law firm” or the “firm”), Gary A. Stein, Esquire, a partner in the law firm and Mr. Son’s attorney in a collateral action, and Jennifer Park, the Korean-American consultant who is at the center of this controversy. Mr. Son brought his action to void an alleged illegal contract, and asserting as well counts sounding in fraud, constructive fraud, negligence, and civil conspiracy.

He sought to recover $242,500.00 in fees paid to Ms. Park and $1.139 million in legal fees retained by the law firm and Mr. Stein. We shall affirm the trial court’s grant of summary judgment regarding the contract avoidance count and reverse as to the remaining counts. FACTUAL BACKGROUND The parties assert that this case is as much about the clash of Korean and American cultures 1 as it is the evils of barratry and fee-splitting, and the regulation of such conduct. This controversy began when Mr. Son was involved in a serious motor vehicle accident on 5 August 1992.

The resultant injuries left him a quadriplegic. Mr. Son and his wife 2 are Korean immigrants with concededly limited knowledge of American customs and the English language. Ms. Park testified that approximately two days after the accident, Ms. Son contacted her to ask for “help” in finding a lawyer. Mr. Son ¹⁹⁷ contends that Ms. Park was well known in the Korean community in the Washington, D.C. metropolitan area as someone who located lawyers for Koreans in need of legal services.

His position is supported by Ms. Park’s own testimony that she had been helping members of that community find lawyers for over 15 years. Ms. Son essentially testified that the reason she contacted the consultant was that Ms. Park held herself out to the Korean community as a coordinator of legal services. Specifically, she testified that “the Korean people do not know where they find out (sic) attorney”. Ms. Park testified that she often had multiple clients at any one time and performed lawyer referral services for other types of litigants, in addition to personal injury plaintiffs, in Washington, D.C , Maryland, and Virginia.

Ms. Son and Ms. Park became acquainted before Mr. Son sustained his injuries. Approximately 6 years before the accident, Ms. Park employed Ms. Son as a bookkeeper. It is through this relationship, Ms. Park asserts, that Ms. Son knew of her reputation as a consultant. In any event, Ms. Park agreed to provide the names of attorneys to Ms. Son.

She provided Ms. Son with a list of three attorneys. Attorney Stein’s name was first on that list. Mr. Stein and the law firm, although maintaining their principal office in Washington, D.C., had offices in Rockville, Maryland. Mr. Stein was admitted to practice law in Maryland.

It is unclear from the record whether Ms. Park intimated to Ms. Son that Mr. Stein was the best choice on the list or how involved Ms. Park was in his selection. Mr. Stein, however, ultimately was selected and arrangements were made for Ms. Park and Ms. Son to meet with Mr. Stein. Mr. Son remained comatose for several weeks after his accident. His wife, therefore, began to forge contractual relations with Ms. Park and Mr. Stein purportedly on her husband’s behalf.

On 12 August 1992, Ms. Son signed a written contract agreeing to pay 10% of the proceeds of any settlement or judgment, separate and apart from the attorney’s fees, to Ms. Park. On that same date, Ms. Son executed a retainer agreement, signed by her and Mr. Stein, securing ¹⁹⁸ the services of the law firm and setting their fee at 30% of the amount recovered. The fee increased to 35% if the case went to trial. Not long after Mr. Son regained consciousness, he was presented with a document entitled “General Power of Attorney” that purportedly authorized his wife, inter alia, to enter into contracts, manage business affairs, and commence and prosecute any suits or legal actions.

Mr; Son signed the document in the presence of a Notary Public on 22 September 1992. His competency, at that time, to have done so is disputed. 3 On or about 11 November 1992, a new consulting agreement between Ms. Park and Ms. Son was signed. This agreement detailed the nature of their arrangement. Ms. Park agreed to provide extensive “consulting services” to the Sons.

Particularly of interest to our analysis, Ms. Park and Ms. Son agreed that: Ms. Park will act as a consultant to [the Sons] for so long as necessary to assist in all activities necessary for the ultimate prosecution of their claims other than legal services. Such services include, but are not limited to, translation (Korean/English), advocacy and negotiation with health care providers and community resources to assist [the Sons] in their day-to-day activities during the pending litigation, investigation services, research, paralegal support to the attorney representing [the Sons] in their claims, acting as a liaison between [the Sons’] attorney and the Korean community and other support services to [the Sons] and their attorney as may be required from time to time. Consultant will cooperate and work with [the Sons’] attorney and agrees to carry out appropriate tasks based on her ¹⁹⁹ skills to assist in the pending litigation. Consultant will always be available for any court proceeding, deposition, meeting with Koreans or any other time her appearance is appropriate or requested.

It is understood, however, that under no circumstances is [Park] to be engaged in any activity that may be construed as providing legal services. By means of this agreement, [the Sons’] attorney is hereby authorized and instructed to pay to [Park] a sum equal to 6.5% of any recovery ... if the case is tried, or 5% if the case is settled [the Sons’] receive from any source for the injuries sustained [by Mr. Son], (sic) Said sums are to be paid to [Park] before any sums are turned over to [the Sons]. Any sums payable under the terms of this agreement are separate and apart from any fee agreement [the Sons] may have reached with their attorney and the terms of this agreement are in no way related to such separate agreement [the Sons] have with their attorney. (Emphasis added).

Attorney Stein apparently was present when this agreement was signed by the consultant and Ms. Son. He initialled that portion of the agreement that set forth the percentages to be paid to Ms. Park, evidencing his power to disburse money to her directly. Additionally, he signed a statement at the bottom of the agreement acknowledging that he “agree[ed] to follow the terms of this agreement and to disburse funds to Jennifer Park in accordance with its terms when and if a recovery is obtained for [the Sons].” On 3 December 1992, Ms. Son signed two new retainer agreements with the law firm. The new agreements differed from each other in only one significant way.

One retainer indicated that the firm’s legal fees would equal a sum of 28.5% of the recovery if the matter settled and 33.33% if the case was tried. The other agreement set the fees, on a similar bifurcated scheme, at 23.5% and 26.83%, respectively. Mr. Son contends that the two retainer agreements were signed in an effort to conceal the illegal nature of the contract between ²⁰⁰ appellees from Mr. Son and others. Specifically, he indicates that the 23.5% and 26.83% fee values result from the subtraction of Ms. Park’s fee from the fee values used in the other contemporaneously executed agreement.

Appellees contend that this is a mere coincidence. The two separate agreements are, they assert, the result of standard fee negotiations. Mr. Stein testified that he did not know the specifics of the financial agreement between the Sons and Ms. Park when first approached. He acknowledged that he later knew that Ms. Park had been engaged to help the family by providing many services, including finding a lawyer.

Evidence adduced by Mr. Son, however, shows, that, at least on one prior occasion, Mr. Stein had dealt with Ms. Park in a similar situation and knew the nature of her services. Mr. Stein and the law firm prepared for the trial of Mr. Son’s personal injury action. Ultimately, they helped Mr. Son settle that case for $4.85 million. The firm prepared a settlement sheet, ultimately signed by the Sons and witnessed by Mr. Stein.

That settlement sheet revealed the following, in pertinent part: Total Recovery: $4,850,000.00 Less: Attorney’s Fees: (28.5%) $1,382,250.00 Legal Costs: $ 24,865.22 4 Outstanding Medical Bills: $ 500,424.18 Net Recovery: $2,942,460.60 Nowhere on the final settlement sheet 5 , or the proposed settlement sheets supplied to Mr. Son previously, did the law firm reveal the fees paid to Ms. Park. In fact, the firm issued a client trust fund check payable to itself on 11 January 1994 for $1,139,750.00. That sum is precisely $242,500.00 less than the attorney’s fee revealed on the final settlement sheet. A ²⁰¹ check, drawn on the firm’s client trust account, for $242,500.00 was issued the next day to Ms. Park. 6 This corresponds exactly to the 5% fee payable to her pursuant to the consulting agreement.

Mr. Son’s Complaint requested voidance of the fee retainer agreements, and the consulting agreement, alleging those agreements were illegal and against public policy. Specifically, he alleged that the agreements were barratrous, and amounted to illegal fee-splitting and paid referral arrangements. Count I of Mr. Son’s Complaint alleged: COUNT I (Illegal Fee-splitting Contract Void for Public Policy Against All Defendants) 28. Defendant Park illegally solicited the Plaintiffs wife, [Mina] Son, to retain Defendants Stein and The Law Firm to represent the Plaintiff, Danny Son for personal gain in violation of the Maryland Lawyers Act, Md.Bus.Occ.Code Ann. § 10-601t,(a)(i) (1989 & Supp.1994). 29.

Defendant Stein and The Law Firm knowingly represented the Plaintiffs wife, [Ms.] Son, and the Plaintiff Danny Son despite its knowledge that the representation had been procured by solicitation in violation of the Maryland Lawyers Act.... 30. The Consulting Agreement ... is a thinly veiled subterfuge by which Stein and The Law Firm undertook to pay ²⁰² a percentage of the fee which The Law Firm received from the Plaintiff to Defendant Park as a referral fee. 31. [Ms.] Son, the Plaintiffs wife, knowingly participated in the illegal fee splitting agreement between The Law Firm and Defendant Park---- (Emphasis added). The parties allotted much of their argument below, and on appeal, to a discussion of the elements of Maryland’s Barratry - Act, found in Md.Bus.Oce. & Prof.Code Ann. § 10-604 7 (hereinafter referred to as “the Act” or the “Barratry Act”). Although the parties thus consumed much of their argument, Mr. Son clearly alleged barratry, fee-splitting, and improper payment of referral fees.

Barratry is prohibited by Md.Bus. Occ.Code Ann. § 10-604. Fee-splitting is proscribed by Md.R.Prof.Conduct 5.4(a) 8 . We also note that paying referral fees to another for recommending a lawyer’s services is de ²⁰³ cried in Md.R.Prof.Conduct 7.2(c). 9 Mr. Son does not specifically cite the Rules of Professional Conduct addressed to fee-splitting or payment for referrals.

Additionally, appellant alleged civil conspiracy against all appellees, as well as constructive fraud, fraud, and negligence against the law firm and Mr. Stein. The trial judge granted summary judgment in favor of all appellees on all counts and denied appellant’s motion for summary judgment in a nondescript order. We cannot be certain, therefore, of the reasoning behind, or the basis for, the judge’s actions. Appellees essentially argued that no violation of the barratry statute occurred and, therefore, summary judgment on the contract avoidance count was proper.

Appellees further contend that judgment on the contract avoidance count, coupled with Mr. Son’s grant of power of attorney to his wife, eviscerates his other claims. ISSUES The parties advanced the following issues, that we have reordered and rephrased, for our review: I. Did the court err in denying appellant’s motion for summary judgement?

II

Did appellees violate the Barratry Act?

III

Did appellant properly place in dispute the existence of a contract between Ms. Park and the law firm?

IV

Did the court err in granting summary judgment on appellant’s claim that the various agreements between the parties were illegally barratrous and, therefore, void as against public policy? V. Did the court err in granting summary judgment on appellant’s claim that the various agreements between the parties were illegal fee-splitting or improper referral payment contracts and, therefore, void as against public policy? ²⁰⁴ VI. Could the court have awarded summary judgment on appellant’s fraud, constructive fraud, negligence, and conspiracy counts based upon appellant’s actual or constructive knowledge of appellees’ agreement?

VII

Could the court have awarded summary judgment on appellant’s fraud, constructive fraud, negligence, and conspiracy counts based upon the lack of a barratry violation? DISCUSSION Preface We note from the outset that when reviewing a trial court’s grant of summary judgment, we must determine whether the trial court was “legally correct”. E.g., Baltimore Gas & Elec. Co. v. Lane, 338 Md. 34, 42-43 , 656 A.2d 307 (1995); Beatty v. Trailmaster Prods., Inc., 330 Md. 726, 737 , 625 A.2d 1005 (1993); Heat & Power Corp. v. Air Prods. & Chems., Inc., 320 Md. 584, 590, 592 , 578 A.2d 1202 (1990).

Appellees were entitled to summary judgment if they could show, through affidavit, deposition testimony, or otherwise, that there were no genuine disputes concerning material facts and that they were entitled to judgment as a matter of law. Md.Rule 2-501. Additionally, all reasonable inferences from these facts must be drawn in favor of the non-moving party, Mr. Son. E.g., King v. Bankerd, 303 Md. 98, 111 , 492 A.2d 608 (1985); Peck v. Baltimore County, 286 Md. 368, 381 , 410 A.2d 7 (1979); Maloney v. Carling Nat’l Breweries, 52 Md.App. 556, 561-62 , 451 A.2d 343 (1982); Robertson v. Shell Oil Co., 34 Md.App. 399, 403 , 367 A.2d 962 (1977).

The trial judge did not elucidate how he arrived at his decision. When analyzing a grant of summary judgment, this Court is ordinarily limited to the basis relied upon by the trial judge. We will usually refrain from introducing new legal theories. See Cheney v. Bell Nat’l Ins.

Co., 315 Md. 761, 764 , 556 A.2d 1135 (1989); Geisz v. Greater Baltimore Medical Ctr., 313 Md. 301 , 314 n. 5, 545 A.2d 658 (1988); Warner v. German, 100 Md.App. 512, 517 , 642 A.2d 239 (1994). This principle finds its support in the notion that we shall not ²⁰⁵ “deprive the judge of discretion to deny or to defer until trial on the merits the entry of judgment on such issues”. Geisz, 313 Md. at 315 , 545 A.2d 658 (quoting Henley v. Prince George’s County, 305 Md. 320, 333 , 503 A.2d 1333 (1986)). As previously noted, in the instant case we do not know the basis of the trial judge's grant of summary judgment.

We may, under such circumstances, consider any legal theory or issue that was before the judge pursuant to the motions for summary judgment. We mention this because, although we may perceive that Mr. Son may encounter difficulty in adducing sufficient evidence as to certain elements of some of his causes of action, we may consider here only those arguments actually asserted by appellees in their motions for summary judgment. We must comment on the condition of the joint record extract provided to this panel by the parties. This 273 page extract contained a table of contents listing only 21 entries.

One forty page portion of the extract contained under one entry consisted of numerous unlabeled exhibits. This entry, similar to the vast majority of the others, was simply labeled “Exhibits attached to Memorandum of Points and Authorities” without disclosing the identity of those exhibits. These sparse entries forced the panel to leaf constantly through the extract in search of more discrete portions of the record. This table of contents clearly violates Md.Rule 8-501(h), which expressly requires specific identification of exhibits.

This Rule was adopted expressly to avoid wasting an appellate court’s time. 10 ²⁰⁶ I. Mr. Son’s motion for partial summary judgment was denied concurrently with the granting of appellees’ summary judgment motions. He attempts to appeal that denial. We need not address the merits of his motion nor the propriety of its denial. A denial of summary judgment is not a final judgment and is, therefore, not generally appealable.

See, e.g., Porter Hayden Co. v. Commercial Union Ins. Co., 339 Md. 150, 164 , 661 A.2d 691 (1995); Merchants Mortgage Co. v. Lubow, 275 Md. 208, 212 , 339 A.2d 664 (1975); Ralkey v. Minnesota Mining & Mfg. Co., 63 Md.App. 515 , 492 A.2d 1358 (1985). Cf.

Mandel v. O’Hara, 320 Md. 103, 134 , 576 A.2d 766 (1990) (allowing appeal from denial of summary judgment when motion was based on absolute immunity and came under collateral order doctrine).

II

It is crucial to our analysis that our understanding of the cause of action brought by Mr. Son in the first count of his Complaint be clearly stated. We need not address, as appel-lees urge, the existence of a private cause of action for ²⁰⁷ violation of the statute prohibiting barratry. 11 Appellant did not bring a cause of action for private enforcement of the Act. He instead attempted to void his contracts with Ms. Park and the law firm, claiming such contracts had illegal or proscribed activity as their object. Mr. Son sought to retrieve the money paid to appellees under these alleged illegal agreements; i.e., the consulting contract and retainer agreement.

The issue that directly concerns us, therefore, is not whether the appel-lees’ conduct actually violated the Barratry Act. We, instead, must determine whether the various contracts between the parties had as their object the violation of public policy as expressed in statutes or rules of conduct. All parties, and the trial court, seemed to miss this distinction. We are concerned most with the objective of the various agreements.

Mr. Son alleges that the law firm and Ms. Park had an agreement to violate the prohibitions against barratry, fee-splitting, and paid lawyer referrals. Of course, the parties’ actions such as may be consistent with violations of regulated conduct may be indicative of an illegal agreement. In order to determine if the object of any contract was a criminal one, we must understand the crime itself and how it applies to the parties. Interestingly, the Barratry Act does not proscribe fee-splitting or paid referrals.

Essentially, the statute requires that the barrator (1) have no interest in the litigation or existing relationship to the litigation, (2) take action for personal gain, and (3) solicit another to litigate. A lawyer may also engage in barratry if he or she knowingly represents a person who retained the lawyer through the use of a barrator. ²⁰⁸ The “interest or existing relationship” element excludes certain classes of persons from liability. One with “an existing relationship or interest in an issue” cannot be liable for barratry. 12 Appellees argue, not convincingly, that Ms. Park had an existing relationship and an interest in the litigation. They contend that Mr. Son’s claim must fail based upon Ms. Park’s “undisputed” relationship to the Sons and her interest in the issue.

To allege this relationship and interest, appellees rely upon the prior employment relationship between Ms. Son and Ms. Park, as well as Ms. Park’s interest in the personal injury action stemming from her consulting agreement. We conclude that Ms. Park’s association with the Sons does not amount to an interest or existing relationship for the purposes of the Act. In order to reach this conclusion, we must determine the meaning of the statutory language exempting those with an “existing relationship or interest in an issue.” If the words of the statute are clear and unambiguous, our search for its meaning may begin and end with their plain meaning. E.g., Board of Trustees of Md. State Retirement and Pension Systems v. Hughes, 340 Md. 1, 7 , 664 A.2d 1250 (1995); see also Long v. State, 343 Md. 662, 667 , 684 A.2d 445 (1996) (citing In re Victor B., 336 Md. 85, 94 , 646 A.2d 1012 (1994)); Harris v. State, 331 Md. 137, 145 , 626 A.2d 946 (1993); Mustafa v. State, 323 Md. 65, 73 , 591 A.2d 481 (1991).

When language is plain and unambiguous, and expresses a definite meaning consonant with the statute’s purpose, courts must not insert or delete words to make it express an intention different from its clear meaning. See e.g., In re Adoption/Guardianship No. A91-71A, 334 Md. 538, 557-59 , 640 A.2d 1085 ²⁰⁹ (1994); Department of State Planning v. Mayor of Hagers-town, 288 Md. 9, 15 , 415 A.2d 296 (1980). We conclude that the language of the statute is plain and unambiguous. The phrase in controversy does not offer relief to Ms. Park and the law firm.

The parties focus on whether the term “relationship” includes the terminated employee/employer association between Ms. Park and Ms. Son. We conclude that it does not. The relationship between Ms. Park and Ms. Son was no longer “existing” as required by the statute. The words of a statute are to be given their ordinary meaning absent indications of contrary intent by the legislature.

E.g., In re Roger S., 338 Md. 385, 390-91 , 658 A.2d 696 (1995); Tidewater/Havre de Grace, Inc. v. Mayor of Havre de Grace, 337 Md. 338, 344 , 653 A.2d 468 (1995); Richmond v. State, 326 Md. 257, 262 , 604 A.2d 483 (1992). We, therefore, will not disregard the drafters’ use of “existing”. Based upon the undisputed facts disclosed in the joint record extract, the employment relationship between Ms. Park and Ms. Son terminated years before Mr. Son’s injury. We need not, and therefore do not, decide the number and quality of the relationships that qualify under the Act.

We merely decide that whatever association Ms. Park had to the Sons, it was not existing at the time of Mr. Son’s injury. Appellees argue, in the alternative, that the Son-Park consulting agreement created the existing relationship or interest in the issue. More specifically, they assert that because the 12 August 1992 Son-Park contract was formed before the Son-Firm retainer agreement of the same date, Ms. Park had an interest in the issue. This logic fails because we conclude that such an interpretation would be absurd and essentially eviscerate the Act.

Under appellees’ interpretation, entering into barratrous contracts with potential litigants regarding the litigation would immunize the alleged barrator against liability under the statute. We will not interpret a statute so as to have such an absurd result. In re Roger S., supra; Coerper v. Comptroller of the Treasury, 265 Md. 3, 6 , 288 A.2d 187 (1972); Kline v. Fuller, 56 Md.App. 294, 309 , 467 ²¹⁰ A.2d 786 (1983). We presume that the legislature did not set out to create an ineffective or invalid law.

Swarthmore v. Kaestner, 258 Md. 517, 525-27 , 266 A.2d 341 (1970); First Nat'l Bank v. Shpritz, 63 Md.App. 623, 635 , 493 A.2d 410 , cert. denied, 304 Md. 297 , 498 A.2d 1184 (1985). We conclude that Ms. Park’s interest in the outcome of Mr. Son’s personal injury action did not amount to an interest in the issue for the purposes of the Act. The Act also requires that the alleged barrator act for “personal gain”. Appellees attempt to flank this issue by arguing that Ms. Park’s gain in this case was not unique.

They never dispute that she did, in fact, gain from the transaction. No party disputes that Ms. Park received $242,-500.00 from the law firm’s trust account. Instead, appellees compare Ms. Park’s services to the numerous lawyer referral services provided by bar associations. Appellees argue that Mr. Son does not distinguish Ms. Park’s gain from those received by lawyer referral programs.

Mr. Son responded by claiming that those programs do not experience gains because most are not operated for profit. We need not address either argument directly. Our response to appellees’ argument is one reminiscent of that timeless maternal warning “just because others do it doesn’t make it right”. Appellees do not claim that the statute is inequitably enforced contrary to some state or federal constitutional provision.

The instant case is a civil action between private parties. A defense based upon similar actions of others is not effective in this setting. Appellees also fail to acknowledge that the very reason these various referral services are not prosecuted for barratry is likely because they do not violate other elements of the crime, i.e. lack of solicitation or presence of existing relationship. We shall not embark on an extended analysis of what amounts to a personal gain under the Act, as that is not essential to our decision.

The parties would have us determine the extent to which non-profit versus commercial referral activities result in a “gain”. We need only consider whether ²¹¹ Ms. Park’s acceptance of $242,500.00 amounted to personal gain. We conclude that it did. The existence of “solicitation”, as required by the statute, was the issue litigated most heavily below and argued most extensively on appeal.

Essentially, appellees argue that because Ms. Son initiated the contact with Ms. Park there could be no solicitation. Conversely, Mr. Son contends that Ms. Park’s efforts to “hold herself out” to the community as a provider of attorney referral services amounted to solicitation. Solicitation, as that term is employed in the Act, is used in its common, ordinary meaning and not with reference to the common law crime of solicitation. In re Appeal No. 180, 278 Md. 443, 449, 365 A.2d 540 (1976) (defining “solicitation” for the purposes of an anti-prostitution statute by reference to its use in the Barratry Act).

In Schackow v. Medical-Legal Consulting Serv., Inc., 46 Md.App. 179, 193-94 , 416 A.2d 1303 (1980), this Court dealt precisely with the issue of what amounted to solicitation under the Act. Although not under circumstances identical to the instant case, Schackow set forth what conduct did and did not amount to solicitation. In that case, an attorney attempted to use an alleged violation of the barratry statute as a defense to payment of a debt to a consulting company. It seems that after the client retained attorney Schackow, the attorney contacted a consulting company known for arranging expert testimony.

Schackow learned of the consulting service from another attorney. The consulting company held itself out, by advertisement in various legal publications, as a provider of expert testimony consulting services. Mr. Schackow, therefore, had been retained by the client before the alleged solicitation took place. Our decision in Schackow , however, turned on the definition of solicitation and not the relative chronological position of the alleged solicitation.

This Court held that, because the consulting company “never initiated the contact”, it did not “solicit”. Id. at 193-94 , 416 A.2d 1303 . Despite the obvious difference in the linkage between the parties in Schackow and the instant case, i.e., Schackow ²¹² involved solicitation of the attorney and not the client, the definition of solicitation remains constant. “Solicitation” under the Act does not include mere advertising or “holding out to the public” information regarding lawyer referral services. More importantly, Schackow informs us of what solicitation is.

Solicitation requires, at the very least, that the alleged barrator initiate direct contact with the alleged victim. In the instant case, there was no evidence that Ms. Park initiated contact with the Sons regarding her lawyer referral services. In fact, all parties agree that Ms. Son initiated contact with Ms. Park. Ms. Park, therefore, did not violate the Act and did not commit barratry.

Because she did not, the law firm and Mr. Stein did not. Were appellees to rejoice at this juncture, it might be premature. As we have noted previously, whether appellees’s actual conduct subjected them to the penalties of the Act is not directly the issue. Mr. Son brought his action based upon the existence of an illegal agreement.

An agreement to act illegally could exist despite the lack of actual illegal activity on the part of appellees. Appellees’ conduct might speak, however, to the existence of an illegal agreement.

III

The existence of a contract between Ms. Park and the law firm is a fact in dispute. Because such a contract, if it existed, was most likely oral, varying standards of construction apply. Interpretation of a written contract proceeds in two phases. A court must first determine if the contract is ambiguous.

If the contract is unambiguous, then the court must determine the meaning of the contract as a matter of law. The parties are then presumed to have intended what they expressed in the language of the agreement. Their actual intent, therefore, is not considered. E.g., General Motors Acceptance Corp. v. Daniels, 303 Md. 254, 261 , 492 A.2d 1306 (1985); McIntyre v. Guild, Inc., 105 Md.App. 332, 355 , 659 A.2d 398 (1995); Faw, Casson & Co. v. Everngam, 94 Md.App. 129, 134-35 , 616 A.2d 426 , cert. denied, 330 Md. 155 , ²¹³ 622 A.2d 1195 (1992).

When a written agreement is ambiguous, a court must resort to the rules of contract construction and may also consider extrinsic evidence. Likewise, when parties disagree as to the existence or terms of an oral agreement, their conduct and intentions may be employed to determine any ambiguous and unknown provisions of the contract. Globe Home Improvement Co. v. McCarty, 204 Md. 513, 517 , 105 A.2d 216 (1954); Weil v. Free State Oil Co., 200 Md. 62 , 87 A.2d 826 (1952); Snyder v. Cearfoss, 187 Md. 635 , 51 A.2d 264 (1947). Regarding the various contracts alleged in this case, we divine that