Spivery-Jones v. Receivership Estate of Trans Healthcare, Inc.

³³³ BATTAGLIA, J. This case presents us with an opportunity to explore the law of receiverships in Maryland and the appealability of an order denying a “motion to vacate receivership order for lack of subject matter jurisdiction and declare receivership order void ab initio and request for hearing”, either as an interlocutory order, appealable under Section 12-303(3)(iv) of the Courts and Judicial Proceedings Article, Maryland Code (1974, 2006 Repl.Vol.), 1 or alternatively, as a collateral order. 2 A “receivership” is a mechanism by which a court orders that property be placed in the control of a “receiver,” or a “[a] disinterested person appointed by a court ... for the protection” of the property. Black’s Law Dictionary (9th ed.2009). Maryland recognizes two types of receiverships; a chancery receivership, the receivership which was developed in the chancery courts and which became part of our common law, as well as a statutory receivership that is “purely the creature! ] of statutes and without which statutes no receiver could be appointed ....” Ralph E. Clarke, A Treatise on the Law and Practice of Receivers 22 (1918). ³³⁴ Prior to 1868, 3 only “equitable” or “chancery” receiverships existed or those that had their genesis in the chancery courts of England. 4 Clarke, supra, at 6, 18. As initially created by the English chancery courts, the appointment of a receiver was a “remedy” designed to protect property that was subject to a claim between two parties from being dissipated, because injunctive relief had not proven to be effective. 5 Id.

The chancery court would appoint a “receiver,” who would act as an officer of the court and take possession or custody of the property to preserve it for the person or entity to which it was entitled. Id. The first reported Maryland opinion to substantially discuss the law of receiverships, Williamson v. Wilson, 1 Bland 418 (Md.Ch.1826), an opinion by the High Court of Chancery of Maryland, 6 traced the roots of the power to appoint a receiver ³³⁵ back to the chancery courts of England. The authority to appoint a receiver in Maryland, therefore, was derived as part of Maryland’s adoption of the English common law in existence in 1639. 7 Such authority, apparently, had become “questionable” in the time period between the adoption of the English common law and the High Court of Chancery’s opinion in Williamson.

See id. at 420. The Chancery Court in ³³⁶ Williamson , however, put to rest any such doubts and was explicit that the appointment of a receiver was a power that inhered to equity courts in Maryland: That this Court should have the power in unusual and pressing emergencies, at the instance of a party interested, effectually and without delay to put its hand upon property, so far as to prevent waste, inextricable confusion, or total destruction, seems to be admitted by all to be clearly right, or at least highly beneficial. Id. at 421 . Although the law applicable to receiverships continued to develop in the High Court of Chancery, this Court first had occasion to seminally explicate and apply the law applicable to the appointment of a receiver in Blondheim v. Moore, 11 Md. 365 (1857).

In Blondheim , Moore sued Blondheim, alleging that Blondheim was heavily indebted and insolvent and that Blondheim had made a number of conveyances intended to delay and defraud his creditors. The complaint sought to set aside the allegedly fraudulent conveyances and also sought the appointment of a receiver. The circuit court appointed a receiver, and in considering the propriety of that decision, this Court looked to the “leading decisions” 8 of the chancery court, “wherein the doctrine applicable to the appointment of a receiver” was “clearly laid down” and derived the following principles: 1st. That the power of appointment is a delicate one, and to be exercised with great circumspection. 2nd.

That it must appear the claimant has a title to the property, and the court must be satisfied by affidavit, that a receiver is necessary to preserve the property. 3rd. That there is no case in which the court appoints a receiver merely because the measure can do no harm. 4th. That “fraud or imminent ³³⁷ danger, if the intermediate possession should not be taken by the court, must be clearly proved;” and 5thly. That unless the necessity be of the most stringent character, the court will not appoint until the defendant is first heard in response to the application.

Id. at 374 . We determined, ultimately, that there were insufficient allegations of fraud to justify the appointment of a receiver and, thus, reversed the order of the Circuit Court for Baltimore City that had done so. Since Moore , chancery receivers have been appointed in a myriad of situations, including partnership disputes, Lust v. Kolbe, 31 Md.App. 483 , 356 A.2d 592 (1976), to collect rents and profits in a dispute between a mortgagor and a mortgagee, Baker v. Baker, 108 Md. 269 , 70 A. 418 (1908), and even to preserve disputed properties in a divorce proceeding, Greenpoint v. Schlossberg, 390 Md. 211, 216 , 888 A.2d 297, 300 (2005). Despite its diverse application, however, consistent with our pronouncement in Blondheim , the appointment of a chancery receiver has been limited to “extraordinary” circumstances, Lipskey v. Voloshen, 155 Md. 139, 144 , 141 A. 402, 404 (1928), in which “there is fraud, danger of spoliation, or imminent prospect of loss or injury to property.” Del-Mar-Va Hardware Corp. v. Boss Mfg.

Co., 230 Md. 477, 480 , 187 A.2d 693, 694 (1963). The legislative creation of the corporation posed a unique problem for courts in establishing receiverships, because a chancery or equity court could not dissolve a corporation absent statutory authority. Mason v. Supreme Court of Equitable League, 77 Md. 483, 484 , 27 A. 171, 171 (1893); see also Clark, supra, at 236 (observing that a corporation “is created by the legislature and a court of equity without direct power by statute from the legislature has no power to wind up or dissolve that which the legislature has created.”). As we explained in Mason , the appointment of a receiver by a court would effectively result in dissolution of the corporation, thereby accomplishing indirectly what a judge had no direct authority to do: ³³⁸ Apart from statutory power, a Court of equity cannot dissolve a corporation. “It is true,” says Mr. High in his book on Receivers, (section 288,) “equity may properly compel officers of corporations to account for any breach of trust in their official capacity; yet, in the absence of statutes extending its jurisdiction, it will usually decline to assume control over the management of the affairs of a corporation upon a bill * * * * alleging fraud, mismanagement, and collusion on the part of the corporate authorities, since such interference would necessarily result in the dissolution of the corporation, and the Court would thus accomplish indirectly what it has no power to do directly.” “The remedial power exercised by Courts of equity, in such cases, ordinarily extends no further than the granting of an injunction against any special misconduct on the part of the corporate officers; and, although the facts shown may be sufficient foundation for such an injunction, the Court will not enlarge its jurisdiction by taking the affairs of the corporation out of the management of its own officers, and placing them in the hands of a receiver.” Mason, 77 Md. at 484-85 , 27 A. at 171 ; see also Harford Agr. & Breeders’ Ass’n v. Somerville, 120 Md. 572 , 87 A. 937, 940 (1913); Barton v. Fraternal Alliance, 85 Md. 14 , 36 A. 658 (1897). 9 ³³⁹ The Legislature did, however, empower courts to dissolve corporations and appoint receivers with the enactment of Section 189 of Chapter 471 of the Maryland Laws of 1868, which provided: That if the court shall upon consideration of the bill, or of the bill, answers and proof, if any answers have been filed or proof taken, be of opinion that the corporation is insolvent, or that for any reason a dissolution of the said corporation will be beneficial to the stockholders, and not injurious to the public interests, a decree shall be entered dissolving the said corporation, and appointing one or more receivers of estate and effects, and such corporation shall thereupon be dissolved; any of the Directors, Trustees, Managers or other officers, or any of the stockholders of any corporation, may be appointed its receivers, or such other person or persons as the courts may select.

Section 8-411 of the Corporations and Associations Article, Maryland Code (1975, 2007 RepLVol.), now provides for the appointment of a receiver when a corporation chooses to voluntarily dissolve: (a) Who may file petition. — A director, stockholder, or creditor of a Maryland corporation which is dissolving voluntarily may petition a court of equity to take jurisdiction of the liquidation of the corporation. (b) Power of court. — After notice and hearing, the court for good cause shown may order the corporation liquidated under court supervision either by the directors or by one or more receivers appointed by the court. ³⁴⁰ (c) Effect of appointment of receiver. — The authority of the directors terminates when a court appoints a receiver. Similarly, Section 3-414 of the Corporations and Associations Article 10 permits the Circuit Court to appoint a receiver to, inter alia, dissolve and wind down the affairs of the corporation, should a petition be filed for involuntary dissolution: (b) Action by court. — In a proceeding for the involuntary dissolution of a corporation, after notice and hearing, the court: (2) Shall determine whether the corporation should be dissolved. (c) Order of dissolution. — If it appears that the corporation should be dissolved, the court shall enter a final order dissolving the corporation, and direct that it be liquidated under court supervision by one or more receivers appointed by it. ³⁴¹ (d) Powers of receiver or trustee. — A receiver, temporary receiver, or trustee has all the powers of a receiver provided in this subtitle and any other powers provided in the order of the court, including the power to continue the corporate business.

Receivers appointed pursuant to statutory authority to wind up the affairs of a corporation after dissolution, originally referred to as “liquidators” in England, are considered “statutory receivers”, because their appointment exceeds that which generally was permitted in equity: (m) Statutory Receivers, as distinguished from equitable receivers, are those who are purely the creatures of statutes and without which statutes no receiver could be appointed, even by a chancery court or court having general chancery jurisdiction. The only true statutory receivers are liquidators, as the term is used in England, who are given power by the laws of England and by the laws of our own states, to wind up a corporation after it has been dissolved. Clarke, supra, at 22; see also Del-Mar-Va Hardware Corp., 230 Md. at 480 , 187 A.2d at 694 (referring to the involuntary dissolution statute providing “statutory power to an equity court — which otherwise it would lack — to dissolve a corporation and thereafter appoint a receiver”); Ghingher v. Pearson, 165 Md. 273, 295 , 168 A. 105 , 113 (1933) (observing the “creation of a statutory receivership for the liquidation of the affairs of an insolvent corporation and its dissolution as a corporation”). Since the inception of the statutory receivership, we have recognized the co-existence of chancery and statutory receiverships.

In Del-Mar-Va Hardware Corp., creditors of the Del-Mar-Va Hardware Corporation filed a complaint against the corporation seeking the appointment of a receiver pursuant to the predecessor statute to Section 3-114 of the Corporations and Associations Article, that being Article 23, Section 80 of the Maryland Code (1957), 11 which permitted a stock ³⁴² holder or creditor of an insolvent corporation to petition a court for involuntary dissolution and the appointment of a receiver. The trial court had appointed a receiver; we reversed, determining that the appointment was “legally unjustified.” Del-Mar-Va Hardware Corp., 230 Md. at 479 , 187 A.2d at 694 . We first determined that the receivership was not statutorily authorized, because there had been no proof of insolvency. We then opined that the trial court had not acted pursuant to its statutory authority to appoint a receiver, but rather, “its inherent power to appoint a receiver where there is fraud, danger of spoliation, or imminent prospect of loss or injury to property” and concluded that, the general creditors, who had brought the action lacked standing to seek the appointment of a receiver.

Id. at 480 , 187 A.2d at 694 ; see also First Fed. Com. Trust Corp. v. Comm’r of Sec., 272 Md. 329, 335 , 322 A.2d 539, 543 (1974) (observing the “circuit court’s inherent or statutory power sitting in equity to issue an injunction or to decree the appointment of a receiver for an insolvent corporation” (emphasis added)). 12 ³⁴³ Although these types of receiverships continue to coexist, a statutory receivership does differ from a chancery receivership. A chancery receivership is ancillary to a dispute between two parties, which may or may not involve a corporate entity, and is entered to preserve the disputed property, Tatelbaum v. Pantex Mfg. Corp., 204 Md. 360, 372 , 104 A.2d 813, 820 (1954), whereas when a petition for voluntarily dissolution is filed under the statute, no dispute necessarily exists.

See Maryland Code (1975, 2007 RepLVol.), Section 3-411 of the Corporations and Associations Article. While chancery receivers are generally appointed by a court only in “extraordinary circumstances,” including fraud or imminent loss of property, a corporation may petition for voluntary dissolution and the appointment of a receiver by a resolution of its board of directors and a two-thirds vote of the shareholders, absent any allegations of wrongdoing. Maryland Code (1975, 2007 Repl.Vol.), Section 3-403 of the Corporations and Associations Article. 13 ³⁴⁴ It is against this backdrop that we consider the appealability of an order denying a motion to vacate the appointment of a receiver on the grounds that the Circuit Court lacked subject matter jurisdiction to do so. Trans Healthcare, Inc., a Delaware corporation with its principal place of business in Sparks, Maryland filed on January 7, 2009 an “Emergency Voluntary Petition for Appointment of Receiver” pursuant to Section 3-411 of the Corporations and Associations Article and Title 13 of the Maryland Rules in the Circuit Court for Baltimore County.

The emergency petition requested the entry of an order appointing Michael Sandnes as well as his firm, Executive Sounding Board Associates, Inc., as receivers over Trans Healthcare and 43-related entities. 14 The Petition alleged that Mr. Sand ³⁴⁵ nes was qualified to serve as a receiver, because he had “extensive experience in both the health care industry and serving as crisis manager and advisor to insolvent entities.” The purpose of the receivership, Trans Healthcare alleged, would be to “wind up their affairs and dissolve their corporations and limited liability companies” and its basis for the appointment of a receiver and dissolution was Trans Healthcare’s poor financial situation. 15 Accordingly, it alleged that “the appointment of Mr. Sandnes as receiver would be the most cost-effective method of preserving the value of the THI Entities’ assets ... and maximizing the return to the THI Entities’ creditors.” Each of the boards of directors for the THI entities had “adopted resolutions authorizing each THI Entity” to join in the petition seeking the appointment of a receiver and dissolution. An “Order Appointing Receiver,” was entered on January 9, 2009 in which certain actions involving the Trans Healthcare entities were stayed: 2. Michael L. Sandnes (the “Receiver”) is APPOINTED receiver of the assets, operations and business of the THI ³⁴⁶ Entities, and the receivership estates of the THI Entities are consolidated for all purposes. 3. Pursuant to Section 3-418 of the Corporations and Associations Article of the Annotated Code of Maryland,[ 16 ] the Receiver is vested with full title to all the assets of the THI Entities and has full power to enforce obligations or liabilities in its favor.

The Receiver has the power and authority to take any and all actions in lieu of, and as would otherwise be taken by, the officers and directors of the THI Entities without further court order. 5. The following actions are hereby stayed: (A) The commencement or continuation of a judicial, administrative or other action or proceeding against the THI Entities that was or could have been commenced before the commencement of this proceeding or to ³⁴⁷ recover a claim against any of the THI Entities that arose before the commencement of this case; (B) The enforcement against any of the THI Entities or against property of the receivership estate of a judgment obtained before the commencement of this case; (C) Any act to obtain possession of property of the receivership estate or of property from the estate or to exercise control over property of the estate; (D) Any act to create, perfect or enforce any lien against property of the receivership estate; (E) Any act to create, perfect or enforce against property of any of the THI Entities any lien to the extent that such lien secures a claim that arose before the commencement of this proceeding; (F) Any act to collect, assess or recover a claim against any of the THI Entities that arose before the commencement of this proceeding; and (G) The setoff of any debt owing to any of the THI Entities that arose before the commencement of this proceeding against any claim against any of the THI Entities. Pursuant to Rule 13-201, 17 four days after the order was granted, the receiver mailed, via first class mail, his notice of appointment to all known creditors, including Ms. SpiveryJones: 18 NOTICE TO CREDITORS BY RECEIVER ³⁴⁸ TO ALL PERSONS INTERESTED IN THE ESTATE OF TRANS HEALTHCARE, INC. AND ITS RELATED ENTITIES: Notice is given with respect to Trans Healthcare, Inc. and its related entities identified on the attached list (collectively, the “THI Entities”), whose business address is 902’ Ridgebrook Road, Sparks, Maryland 21152, that this Court has appointed Michael L. Sandnes, whose business address is Executive Sounding Board Associates, Inc., 10 North Calvert Street, Suite 647, Baltimore, Maryland 21202 ... as receiver for the THI Entities.

All persons having claims against the THI Entities should file them, under oath, with the Clerk of the Circuit Court at the address below and serve copies on the receiver and his counsel not later than 120 days from the date this Notice was issued. A proof of claim form is attached. No appeal was taken by Ms. Spivery-Jones from the order appointing Michael Sandnes as a receiver. Three months after the notice was issued, Francina Spivery-Jones, Petitioner, as Executor of the Estate of her husband, James Henry Jones, filed a claim for allegedly negligent medical treatment for $5,000,000, in which she alleged that she had filed suit in the Court of Common Pleas of Montgomery County, Pennsylvania, against Trans Healthcare.

The suit, according to the receiver, has not been stayed. Approximately eighteen months after his appointment, Mr. Sandnes requested that a substitute receiver be appointed because the receivership proceedings were coming to a conclusion and he intended to terminate his employment with Executive Sounding Board Associates. He requested the appointment of Alan M. Grochal, a Maryland attorney who had previously served as his counsel as receiver for Trans Healthcare. The motion was granted: 2.

Michael L. Sandnes is authorized to resign as receiver for the THI Entities’ estate. 3. Alan M. Grochal is appointed substitute receiver in the place and stead of Mr. Sandnes. ³⁴⁹ 4. Mr. Sandnes is released from all of his duties and obligations as a receiver in this proceeding. 5. Mr. Grochal succeeds to and has all the rights, powers, trust and duties of a receiver as if originally named as receiver in this proceeding. 6.

Mr. Sandnes is directed to turn over all appropriate papers, records and other property to Mr. Grochal promptly upon entry of this Order. 7. Mr. Grochal is directed to file within 30 days of the date of this Order a report containing the information described in Maryland Rule 13-501(b). 8. Except to the extent provided herein, this Court’s Order Appointing Receiver dated January 8, 2009 shall remain in full force and effect until further order of the Court. Ms. Spivery-Jones did not take an appeal from this order.

Nearly six months after the substitute receiver was appointed, and more than two years after the original receivership was established, Ms. Spivery-Jones filed a “motion to vacate receivership order for lack of subject matter jurisdiction and declare receivership order void ab initio and request for hearing.” In so doing, she alleged that, “THI has not dissolved since the Emergency Petition was filed, and the statutory basis for the Receivership thus does not exist.” Ms. Spivery-Jones argued, moreover, that pursuant to Section 3-411 of the Corporations and Associations Article, which permits a “director, stockholder, or creditor of a Maryland corporation” to petition a court of equity for the appointment of a receiver, the circuit court had no authority to appoint a receiver over Trans Healthcare and its related entities, because Trans Healthcare was a Delaware Corporation and many of the other entities were out-of-state corporations and limited liability companies. The receiver opposed the motion, contending, inter alia, that the circuit court had inherent equitable authority to appoint a receiver over the Trans Healthcare entities distinct from its authority in Section 3-411 of the Corporations and ³⁵⁰ Associations Article. Pursuant to the court’s inherent equitable authority, the receiver argued that the circuit court had jurisdiction to appoint a receiver over the out-of-state entities, because “all of the entities’ assets and operations were located and based in Maryland.” The receiver asserted, moreover, that it would be “grossly unfair, prejudicial and inequitable to the creditors of the THI Entities, the THI Entities and this Court to declare the Receivership Order void and require that all transactions and actions taken in reliance on the Receivership Order be undone,” because “[f]or well over two years, the Movant sat idly by as the Receiver .... dissolved all 43 of THI’s subsidiaries, settled hundreds of Medicare and Medicaid cost reports in Maryland and Ohio, collected nearly all of the THI Entities’ accounts receivable, liquidated the estate’s operating assets, paid administrative claims and wound down the THI Entities’ business affairs.” Judge Vicki Ballou-Watts of the Circuit Court for Baltimore County held a hearing on the motion and, ultimately, determined that the court had authority to appoint a receiver pursuant to the “general equitable power of the court to take charge of the estate,” in an order providing: Section 3-418 of the Md Code Annotated Corporations and Associations Article, provides that “a director, stakeholder or creditor of a Maryland Corporation which is dissolving voluntarily may petition a court of equity to take jurisdiction of the liquidation of the corporation.” Trans Healthcare, Incorporated was incorporated in Delaware. However, the introductory paragraph of the Order Appointing Receiver and successive paragraphs numbered one (1) and two (2) are silent with respect to whether the receiver was appointed pursuant to Section 3-418 — which would have been in error — or, in the alternative, pursuant to Maryland Rule 13-102(a)(2).

Although paragraph three (3) of the Order cites Section 3-418 when identifying the receiver’s powers, the court had authority to appoint a receiver under the aforementioned Maryland Rule. This authority is consistent with the general equitable power of the court to take charge of an estate and thus grant the same powers ³⁵¹ and authority listed in paragraph three (3) of the Order.[ 19 ] The fact that the wrong statute was cited in listing the powers and authority of the receiver under paragraph three (3) does not affect the court’s authority to grant the requested relief nor does the wrong citation render the receiver’s powers invalid. The Court of Appeals has upheld the court’s authority to appoint a receiver pursuant to equitable subject matter jurisdiction. See First Federal [Federated ] Commodity Trust Corp. v. Comm’r of Sec., 272 Md. 329 [ 322 A.2d 539 ] (Md.1974).

In addition, the Court has upheld the appointment of a receiver, even when the court lacked statutory basis. See id. Ms. Spivery-Jones, thereafter, noted an appeal from the order denying her motion to vacate the appointment of a receiver for lack of subject matter jurisdiction. 20 The receiver, however, moved to dismiss the appeal, alleging that the order denying her motion to vacate was not a final appealable judgment and was not appealable pursuant to Section 12-303 of the Courts and Judicial Proceedings Article, which authorizes the appeal of certain interlocutory orders, including an order appointing a receiver. Ms. Spivery-Jones disagreed, contending that the appeal was from an order appointing a receiver, and alternatively, was appealable under the collateral order doctrine. ³⁵² The Court of Special Appeals, in an unreported opinion, dismissed the appeal, reasoning that the order denying the motion to vacate the receivership was not a final judgment under Section 12-301 of the Courts and Judicial Proceedings Article, 21 nor was it appealable under Section 12-303 of the Courts and Judicial Proceedings Article 22 or under the collateral order doctrine.

After disposing of the appeal under the final judgment rule, because the court concluded that an order challenging the subject matter jurisdiction of a court is not appealable, the Court of Special Appeals held that Section 12-303 did not authorize an appeal, because Ms. Spivery-Jones was not appealing from an order appointing a receiver, but rather, was appealing from the denial ,of a motion to vacate the appointment of a receiver: CJP § 12-303(3)(iv) ... authorizes an interlocutory appeal of an order “[a]ppointing a receiver but only if the appellant has first filed his answer in the cause.” .... But Ms. Spivery-Jones is not appealing from an order appointing a receiver; she is appealing from the denial of the motion to vacate the appointment of a receiver. If Ms. Spivery-Jones had desired to pursue an appeal under the ³⁵³ exception provided in CJP § 12-803(3)(iv), she would have had to appeal from the January 9, 2009, order appointing the receiver or the July 28, 2010, order appointing a substitute receiver. She did not note an appeal within 30 days of either of these two orders appointing a receiver.

The Court of Special Appeals then determined that there is no right of appeal from an order refusing to rescind the appointment of a receiver, citing our decision in Hull v. Caughy, 66 Md. 104 , 6 A. 591 (1886). The intermediate appellate court also determined that the order denying the motion to vacate was not an appealable collateral order, reasoning that the order was not effectively unreviewable on appeal because an appellate court is capable of reviewing subject-matter jurisdiction at the time the receivership is terminated. Ms. Spivery-Jones filed a petition for certiorari, which we granted, to consider the following questions, which we have reordered: 1. Did the Court of Special Appeals wrongly deny Ms. Jones’ appeal rights granted pursuant to CJP § 12-303(3)(iv) from a Circuit Court order which converted the receivership from a statutory to an equitable receivership? 2.

Should the Court of Special Appeals have applied the collateral order doctrine to Ms. Jones’ appeal of the Circuit Court order when all of the receivership estate’s assets will be distributed and/or dissipated by the time a final judgment is entered and resolution of Ms. Jones’ substantive arguments will conclusively deteimine the propriety of the receivership? Spivery-Jones v. Receivership Estate of Trans Healthcare, Inc., 432 Md. 466 , 69 A.3d 474 (2013). “[A]ppeals must be taken from final judgments, except under certain limited exceptions.” Addison v. Lochearn Nursing Homs, LLC, 411 Md. 251, 261 , 983 A.2d 138, 144 (2009); Maryland Code (1974, 2013 Repl.Vol.), Section 12-301 of the Courts and Judicial Proceedings Article. A final judgment is an order that “has the effect of putting a party out of ³⁵⁴ court .... ” Amer. Bank Holdings, Inc. v. Kavanagh, 436 Md. 457, 463 , 82 A.3d 867, 871 (2013). 23 One limited exception to the final judgment rule includes interlocutory orders 24 that the Legislature has “by legislative fiat ... deemed immediately appealable.” Id. at 465 , 82 A.3d at 872 .

Section 12-303 enumerates a number of immediately appealable orders, 25 including orders “[a]ppointing a receiver but only if the appellant has first filed his answer in the cause.” Section 12-303(3)(iv) of the Courts and Judicial Proceedings Article. ³⁵⁵ In addition, “at common law, an order could be appealed as a collateral order under the ‘collateral order doctrine.’ ” Amer. Bank Holdings, 436 Md. at 466 , 82 A.3d at 872 . The collateral order doctrine is a “very narrow exception” to the final judgment rule, which “treats as final and appealable a limited class of orders which do not terminate the litigation in the trial court.” Dawkins v. Baltimore Police, 376 Md. 53, 58 , 827 A.2d 115, 118 (2003) (internal citations and quotations omitted). Under this doctrine, a party may appeal from an order if the order being appealed satisfies four criteria: “(1) it must conclusively determine the disputed question; (2) it must resolve an important issue; (3) it must be completely separate from the merits of the action; and (4) it must be effectively unreviewable on appeal from a final judgment.” Addison, 411 Md. at 284-85 , 983 A.2d at 158 .

Determining whether the order denying Ms. SpiveryJones’s motion to vacate the receivership is an interlocutory order and appealable under Section 12-303(3)(iv) is our first endeavor, which, necessarily, requires us to ascertain whether it is an order “appointing a receiver.” 26 There was an order ³⁵⁶ appointing a receiver when Mr. Sandnes was appointed a receiver. The order appointing Mr. Grochal as a substitute receiver may also have been appealable by Ms. Spivery-Jones as an appointment of a receiver, although case law from other jurisdictions suggests otherwise. See, e.g., Parker v. Farish, 241 Ala. 127 , 1 So.2d 596, 599 (1941). In any event, Ms. Spivery-Jones did not note an appeal from either of those orders.

Rather, she suggests that the denial of her motion to vacate the receivership equals an appointment of a receiver because the receivership, she alleges, was converted from a statutory receivership to a chancery receivership. We disagree. The order denying the motion to vacate the receivership, rather, was not appealable, pursuant to Section 12-303(3)(iv) ³⁵⁷ under a plain meaning analysis of the statutory language. Section 12 — 303(3)(iv) authorizes an appeal from an order “[a]p-pointing a receiver but only if the appellant has first filed his answer in the cause.” 27 The word “appoint” involves the act of designating a person or entity to act in a particular capacity.

Webster’s Dictionary, for example, defines “appoint” as to “name to fill an office or position.” Webster’s II New College Dictionary 55 (1999). The Random House Dictionary of the English Language, likewise, defines “appoint” as “to name or assign to a position, an office, or the like; designate.” The Random House Dictionary of the English Language 102 (2d ed.1987). We also have had occasion to define what the word “appoint” means in the context of determining whether a trustee was appointed by the court in Corbett v. Hospelhorn, 172 Md. 257 , 191 A. 691 (1937), in which we opined that the “accepted” and ordinary meaning of “appoint” is “to designate some person to occupy an office or perform some function.” Corbett, 172 Md. at 257 , 191 A. at 696 . Applying the accepted meaning of appoint in the present case compels the conclusion that the order in which Mr. Sandnes was appointed a receiver, from which Ms. SpiveryJones did not take an appeal, was the order from which an appeal was authorized.

Even assuming arguendo that the order denying the motion to vacate the receivership altered the receivership from a statutory to a chancery receivership, 28 ³⁵⁸ it did not equate to an order appointing a receiver under Section 12-303(3)(iv); it did not designate any person or entity to take control of the Trans Healthcare entities. In so concluding, we find succor in our long-standing jurisprudence in which we have opined that orders denying motions to rescind previous appointments of a receiver are not appealable interlocutory orders. 29 See Monumental Ins. Co. v. Wilkinson, 100 Md. 31, 32 , 59 A. 125, 126 (1904) (“The appeal in this case was taken from two orders of Circuit Court No. 2, of Baltimore City, the first of which appointed receivers of the assets of the defendant corporation and the second refused to rescind their appointment. No appeal lies from the order refusing to rescind the appointment.”); Hull v. Caughy, 66 Md. 104, 105 , 6 A. 591, 591 (1886) (“[Wjhile an appeal is given from an order appointing a receiver, no appeal is given from an order refusing to rescind the appointment, or to discharge the receiver.”) Section 12-303(3)(iv), then, does not permit an appeal in this case. 30 ³⁵⁹ Whether the order denying the motion to vacate the receivership was an appealable collateral order at common law is our next inquiry.

For an order to be appealable pursuant to the collateral order doctrine, it