Wireless One v. Baltimore City

Panel: Meredith, Arthur, Beachley, JJ. Meredith, J. ⁶⁸⁸ From 2004 until February 8, 2017, Wireless One, Inc. ("Wireless"), appellant, leased space in the Cross Street Market ("the Market") in Baltimore City from the owner of that facility, Mayor and City Council of Baltimore ("the City"), appellee. As of 2016, Wireless occupied the space pursuant to a month-to-month lease. In late 2016, a rental agent for the ⁶⁸⁹ Market advised Wireless that its business did not fit into the long-term vision for the Market, and that it should pursue other options.

Wireless vacated the Market on February 8, 2017, and thereafter sued the City, in the Circuit Court for Baltimore City, claiming damages for being displaced. 1 The circuit court granted the City's motion to dismiss, and this appeal followed. QUESTIONS PRESENTED Wireless presents the following questions for our review: 1. Was Wireless a displaced person pursuant to Real Property Article 12-201 [ (e) ](1)? 2. Did Wireless state a cause of action for an unconstitutional taking?

For the reasons set forth below, we shall affirm the circuit court's judgment. FACTS AND PROCEDURAL BACKGROUND The Cross Street Market was established in Baltimore City in 1847. At all times since 1847, the Market has been owned and operated by the City. Since 1994, Baltimore Public Markets Corporation ("Markets Corporation") has assisted the City in managing and operating the Cross Street Market and other markets in Baltimore.

In 2004, Wireless leased space in the Market to operate a stall for its retail business of providing sales and service of cellular phones. Wireless occupied the space pursuant to various leases, but, as of 2016, was occupying the space pursuant to a month-to-month lease. On November 9, 2016, the City and its management company for the Market entered into a Management Agreement with Caves Valley Partners and CSM Ventures, ⁸⁹⁴ LLC, a subsidiary of Caves Valley Partners, to operate the Market ⁶⁹⁰ and undertake redevelopment of the Market. The Management Agreement empowered CSM Ventures, LLC, to lease portions of the Market and to terminate existing tenancies.

On December 21, 2016, a Caves Valley Partners representative, Nick Alevrogiannis, sent an e-mail to occupants of the Market, including Wireless, with an update on plans for redeveloping the Market. The e-mail reads, in part: [O]n January 9th, most of you will receive a Letter of Intent, along with current draft space plans for the new market, for your review and consideration as prospective tenants. There are a very limited number of tenants who we know will not fit in the plans. Those tenants have been informed that they should pursue other options going forward.... * * * At the merchants meeting last month, Arsh Mirmiran from CSM Ventures promised that the current market would continue to operate until at least April 1, 2017.

I would like to reiterate that and let you know that it will likely continue for a bit longer than that. Once we know an official date, we will let you all know. * * * Regardless of whether or not we are able to reach agreement for you to be part of the redeveloped market, we will work with you and the Baltimore Public Markets Corporation to provide options for temporary and/or permanent relocation spaces. These spaces would be in either Lexington Market or Hollins Market, both of which a[re] going to be refreshed, as well. The Markets Corp. has confirmed that there is adequate space to accommodate all current tenants of Cross Street Market, should you so choose.

If neither of those options is of interest, I can work directly with you to find you space closer to Cross Street, either in currently vacant storefronts or in existing space that may become available. * * * ⁶⁹¹ As I mentioned, please let me know if you'd like any additional information. All of this is still a work in progress and we don't have all the answers yet, but we are methodically getting there and we appreciate your continued interest and patience. Wireless alleges that it was informed in December 2016 that it would not fit in the plans for the redeveloped market, and that it should make plans to leave. Wireless asked for, and was granted, leave to terminate its month-to-month lease, and, on February 8, 2017, Wireless vacated the Market, but left behind fixtures such as counters and built-in shelves.

On June 2, 2017, Wireless filed a complaint against the City and Markets Corporation in the Circuit Court for Baltimore City, alleging that Wireless was a "displaced person" under Maryland Code (1974, 2015 Repl. Vol.), Real Property Article ("RP") § 12-201(e)(1), and that Wireless was entitled to receive compensation for relocation expenses pursuant to RP § 12-205(a). 2 ⁸⁹⁵ The City (and Markets Corporation) filed a Motion to Dismiss, or, in the alternative, for Summary Judgment, arguing, inter alia , that Wireless did not meet the statutory definition of "displaced person" because of the exemption set forth in RP § 12-201(e)(2)(iii). On September 11, 2017, the ⁶⁹² circuit court held a hearing and then granted the motion to dismiss based upon the exemption in RP § 12-201(e)(2)(iii). On September 20, 2017, Wireless filed a motion to alter or amend, which was denied on October 19.

On November 14, 2017, Wireless timely appealed. A petition for writ of certiorari was denied by the Court of Appeals on April 20, 2018. STANDARD OF REVIEW We explained how we review the grant of a motion to dismiss in Pulliam v. Motor Vehicle Admin. , 181 Md. App. 144 , 153, 955 A.2d 843 (2008), as follows: We review the grant of a motion to dismiss de novo . We examine the complaint and determine whether it states a legally sufficient cause of action.

We must assume the truth of all the well-pleaded factual allegations of the complaint, including the reasonable inferences that may be drawn from them, and we review the complaint in the light most favorable to the non-moving party. Dismissal is proper only if the complaint would fail to provide the plaintiff with a judicial remedy. (Citations omitted.) With respect to consideration of information outside of the complaint, we said in Advance Telecom Process LLC v. DSFederal, Inc. , 224 Md. App. 164 , 175, 119 A.3d 175 (2015) : We agree, as a general proposition, that where matters outside of the allegations in the complaint and any exhibits incorporated in it are considered by the trial court, a motion to dismiss generally will be treated as one for summary judgment. See, e.g., Worsham v. Ehrlich , 181 Md. App. 711 , 722, 957 A.2d 161 (The trial court has "discretion to convert a motion to dismiss to a motion for summary judgment by considering matters outside the pleading."), cert. denied , 406 Md. 747 , 962 A.2d 373 (2008).

Where, however, a document such as the [agreement referenced and relied on in the complaint] merely supplements the allegations of the complaint, and the document is not controverted, consideration of the document [filed as an exhibit to the motion to dismiss] ⁶⁹³ does not convert the motion into one for summary judgment. See Margolis v. Sandy Spring Bank , 221 Md. App. 703 , 710, n.4, 110 A.3d 784 (2015) (although the plaintiff did not attach a Deposit Account Agreement to his complaint, "he expressly referred to it and repeatedly alleged that its disclosures that did not satisfy the" Consumer Protection Act; thus, the court properly regarded the agreement as "simply supplementing the allegations in the complaint."); Smith v. Danielczyk , 400 Md. 98 , 105, 928 A.2d 795 (2007) (because there was no dispute regarding the extraneous material appended to defendant's motion to dismiss, and plaintiff did not controvert the defendant's factual averments, appellate court treated the extraneous