Woodfield v. WEST RIVER IMPROVEMENT ASSOC.

WILNER, J. The dispute here is over a Class H (Beer, Wine, Liquor) Music and Sunday license issued by the Board of License Commissioners for Anne Arundel County to William Woodfield, Jr., acting for Superior Woodfields, L.L.C. (Superior Woodfields). 1 Respondent, West River Improvement Association, along with many members of the Galesville community, protested the Superior Woodfields application, contending, ³⁷⁹ among other things, that one Charles Bassford, who already had an interest in two or more other liquor licenses in the county, would also have an interest in this one, and that the law prohibited a person from having an interest in more than one license. In announcing the Board’s decision to issue the license, the chairman, at least inferentially, opined that sufficient evidence had not been produced to establish that Bassford would have any pecuniary interest in the license. Upon respondent’s petition for judicial review, however, the Circuit Court for Anne Arundel County concluded that “by any reasonable interpretation of the evidence presented, a trier of fact would conclude that Mr. Bassford has a direct or indirect interest in this applicant [Superior Woodfields] as well as two other liquor license holders in Anne Arundel County,” and, on that ground, reversed the Board’s decision.

A divided Court of Special Appeals affirmed the Circuit Court judgment. It agreed that the Board “erroneously ignored mounting and uncontroverted testimony that Bassford had an interest in the license at issue and two other liquor licenses” in the county. See Woodfield v. West River, 165 Md.App. 700, 709 , 886 A.2d 944, 950 (2005). We granted certiorari to determine (1) whether the circuit and intermediate appellate courts improperly substituted their judgment for that of the Board on the issue of Bassford’s status, and (2) whether the Circuit Court lost its authority to make any decision in the matter once 90 days elapsed from the filing of the administrative record with the court.

We shall hold that, on the record before us, the Circuit Court did not lose its authority to make a decision but that it failed to give proper deference to the administrative determination regarding Bassford, and, on that basis, we shall reverse the judgment of the appellate court and remand with instructions to direct that the decision of the Board be affirmed. BACKGROUND On January 23, 2003, William Woodfield, Jr., on behalf of Superior Woodfields, a limited liability company of which he ³⁸⁰ was the only member, applied for a Class B (Beer, Wine, Liquor) Music and Sunday license. In the application, which was under oath, Woodfield asserted, among other things, that: (1) the location of the desired license would be 4701 Woodfield Road in Galesville; (2) the owner of that premises was 3809 Crain Limited Partnership; (3) the applicant had a pecuniary interest in the business to be conducted under the license; (4) the applicant was not pecuniarily interested in any other place of business in any county or Baltimore City where a license under Art. 2B of the Maryland Code had been applied for or issued; and (5) “[n]o person except the applicant(s) is in any way pecuniarily interested in the license applied for or in the business to be conducted thereunder during the continuance of the license, if issued.” (Emphasis added). Mr. Bassford also signed the application and attested, as president of 3809 Crain, Inc., that 3809 Crain, Inc. was the general partner in 3809 Crain Limited Partnership (Crain LP) and that Crain LP was the owner of the property named in the application.

The Board conducted an evidentiary hearing on the application on April 8, 2003. Section 10-202(a)(2)(ii) of Art. 2B requires a county licensing board, before issuing a license, to consider, among other things, the public need and desire for the license, the number and location of existing licenses, and the impact that the license would have on the general health, safety, and welfare of the community, including issues relating to crime, traffic conditions, parking, or convenience. Section 10 — 202(a)(2)(iii) requires that an application be disapproved and that the license be “refused” if the granting of the license is not necessary for the accommodation of the public, “the applicant has made a material false statement in [the] application,” or the operation of the business, if the license is granted, will unduly disturb the peace of the residents in the neighborhood. ³⁸¹ Most of the evidence presented concerned whether the granting of a Class B license was in the public interest or would be detrimental to public safety. The greatest part of the considerable opposition to the application, from residents in the Galesville area and from the respondent improvement association, dealt with the asserted lack of public need for the license and concerns about traffic congestion and safety.

Those issues are not before us. At least two opponents raised the question of whether Mr. Bassford, who allegedly had an interest in two other restaurants in the county with liquor licenses, also would have an interest in the license at issue. Counsel for Superior Woodfields, in an opening statement to the Board, advised that a crab and seafood restaurant would be operated at the site by Annapolis Produce, Inc., a tenant of Crain LP, that Woodfield and Superior Woodfields would be the license holder and would “hold and manage the alcoholic beverage operation at the facility” pursuant to a management agreement between Superior Woodfields and Annapolis Produce. That agreement was not placed into evidence, nor were its terms described in any detail.

Woodfield, he said, had run an ice and seafood business at the location for many years, and those operations would continue. No evidence was offered of whether, or to what extent, Bassford or any company with which he was or would be associated would receive any of the revenue or profits from the sale of alcoholic beverages. The issue of Bassford’s status was not formally raised until near the end of the proceeding, when a representative of the improvement association noted that the Board of Directors of the association had voted to oppose the application for several reasons, one being that Mr. Bassford, “while not the applicant owns Woodfields and also owns two (2) of the other liquor license restaurants.” Another resident also noted in his testimony that Bassford “already bought” those two restaurants. A third resident, Mr. Rogers, who had attempted to raise the issue earlier, repeated the assertion that Bassford owned the two other restaurants and contended that Bassford was also “the real applicant here” and that there was “a silent partner, a silent owner in this establishment.” When asked by the ³⁸² Board what evidence he had to support that assertion, Rogers admitted that he had none, other than that, when Bassford and Woodfield appeared at a meeting with the improvement association, Bassford did all of the talking.

Rogers claimed, however, that, if he were allowed to conduct discovery, he could probably decipher the relationship between Mr. Bass-ford and Mr. Woodfield. At that point, the Board chairman questioned Woodfield directly on that issue, reminding him that he was under oath. Woodfield responded that Bassford owned the property, that Annapolis Produce owned the business, and that he would work for Annapolis Produce and would be one of the managers of the restaurant. In response to the question, “Okay, so what’s Mr. Bassford’s financial interest in this license,” Wood-field said, “None.” He added that the reason he did not speak at the neighborhood meeting is that no one asked him any questions.

Rogers then retorted that he believed that Bassford owned Annapolis Produce. 2 When asked about that, counsel for Woodfields said that, although he believed that Bassford was “a principal” in Annapolis Produce, he did not know who actually owned the company or what Bassford’s share of the business was. Counsel added later that Bassford was not a member and held no ownership interest in Superior Wood-fields, which was the applicant for the license. In response to an objection lodged to testimony from another, unidentified protestant that Bassford owned two other restaurants and a liquor store, the chairman stated that “the Board will place whatever weight we think is appropriate in the issue of whether or not Mr. Bassford is a silent owner or not.” He added that “I haven’t been presented any evidence indicating that he is a silent owner” and that “[t]he mere fact that he owns the land and acts as the landlord under our rules does ³⁸³ not give him a financial interest as being a owner of this liquor license.” In its written decision, the Board did not address directly the issue of Bassford’s status. In announcing the decision, however, the chairman noted that one of the issues it needed to address was whether there were any false representations in the application, and, in that regard, he declared that “notwithstanding the allegation of a silent partner [ ] there hasn’t been any credible evidence that has been produce[d] in rising to the level that this applicant has made any false ... material statements or committed fraud in the application.” Given Woodfield’s assertion in the application that no other person had any pecuniary interest in the license or in the business to be conducted thereunder and his live testimony that Bassford had no interest in the license, coupled with the chairman’s immediately previous statement that he had seen no evidence indicating that Bassford was a “silent owner,” we take the chairman’s final statement as a finding that Bassford had no such interest. 3 Respondents filed a petition for judicial review on May 6, 2003.

Two months later, on July 3, they filed a petition for a temporary restraining order and other injunctive relief, to preclude Superior Woodfields from using the license. In support of the petition for injunctive relief, they attached various documents purporting to establish, among other things, that Bassford had a direct or indirect interest in at least three other liquor licenses, that he was president of Annapolis Produce, which would operate the restaurant under the challenged license to Superior Woodfields, and that his ³⁸⁴ lawyer incorporated Superior Woodfields. The petition for temporary restraining order was denied upon a finding of insufficient evidence of immediate and irreparable harm. On July 25, 2003, the Board filed the record of its proceedings with the court.

That triggered the running of Art. 2B, § 16 — 101(e)(3). Section 16-101(e) deals generally with the procedures governing an action for judicial review of a liquor board’s decision. Subsection (e)(3) provides that, “[ujnless extended by the court for good cause, the local licensing board’s decision made under subsection (a) of this section shall be affirmed, modified, or reversed by the court within 90 days after the record has been filed in the court by the local licensing board.” The 90 day period expired October 23, 2003. On August 4, 2003, the court’s assignment office scheduled a hearing in the matter for October 27 — four days beyond the 90-day period provided for in § 16-101(e)(3).

Counsel for Superior Woodfields promptly wrote to the assignment clerk, pointed out the problem, and suggested an earlier hearing. Counsel for the protestants, equally concerned, filed a motion on September 5, attached to which were two alternative proposed orders. One proposed order kept the hearing date at October 27 but declared that, because scheduling conflicts on the part of the court precluded an earlier date, there was good cause to extend the hearing and any decision in the appeal beyond the 90-day period. The alternative proposed order would have rescheduled the hearing for an earlier date.

Superior Woodfields opposed the request to find good cause for delay and requested again that the hearing be scheduled prior to October 23. On October 20, the judge assigned to hear the case signed the proposed order maintaining the October 27 hearing date and finding that scheduling conflicts constituted “good cause to extend this hearing and any decision on this appeal beyond the 90 day period detailed in Art. 2B, § 16 — 101(e)(3).” The court, through handwritten interlineation, found as additional good cause for the extension that the motion for extension and the opposition to that motion “were not brought to a Judge in ³⁸⁵ time for consideration, due to clerical error.” For whatever reason, the order, though showing on its face that it was dated and signed by the judge on October 20, was not docketed by the clerk until November 14, 2003. Also on October 20, the court denied a motion by the protestants to admit into evidence the documents attached to their petition for injunctive relief, including the Dun & Bradstreet report referred to by Mr. Rogers at the Board hearing. At the commencement of the October 27 hearing, counsel represented to the court that the extension order it had signed extended only the time for the hearing but not the time for making a decision in the case and suggested that the order be amended to extend further the time for a decision.

Counsel for Superior Woodfields — the respondent/defendant in the case — made clear that he did not believe that the court had lost jurisdiction because of the delay at the Circuit Court level and pointed out, in that regard, that he had not filed a motion to dismiss the petition for judicial review. In an exercise of caution, however, the court announced that it would amend the order “and indicate that having found that there was cause to extend beyond the 90 days in order to have the hearing and having found that — or recognizing that there needs to be some sort of a written decision that the Court will extend the order, 30 days should be adequate from today so that the 27th of November, in order to have the hearing and issue a written decision.” 4 No amendatory order was ever filed. On November 14, 2003, the court filed a memorandum opinion and order reversing the Board’s decision, solely on the ground that its conclusion that Bassford had no pecuniary interest in the license was clearly erroneous. The court ³⁸⁶ recounted evidence before the Board showing that Bassford was the owner of the property on which the proposed restaurant would be located, that he also was a principal and shareholder in Annapolis Produce — the tenant that would operate the restaurant — and that he owned at least two other restaurants in the Galesville area that held liquor licenses.

The court quoted the two relevant provisions of Art. 2B, § 9-301. The first states that, in Anne Arundel and certain other counties: “[A] person, partnership, firm, or corporation, except by way of renewal, may not have an interest in more than one license, whether held or controlled by direct or indirect ownership, by stock ownership, interlocking directors or interlocking stock ownership, or in any other manner, directly or indirectly. It is the intention of this section to prohibit any person, firm, partnership or corporation from having any interest, directly or indirectly, in more than one license.” The second provision, contained in § 9 — 301(3)(i), provides, with respect to Anne Arundel County in particular and subject to certain exceptions which no one suggests are applicable: “In Anne Arundel County, a person, franchisor, franchisee, chain store operation, partnership, firm or corporation, except by way of renewal, may not have any interest in more than one license, whether held or controlled by direct or indirect ownership, by franchise operation, by chain store operation, by stock ownership, interlocking directors or interlocking stock ownership, or in any other manner directly or indirectly. It is the intention of this subsection to prohibit any such persons, franchisor, franchisee, chain store operation, firm, partnership, or corporation from having any interest, directly or indirectly, in more than one license.” After quoting those provisions, the court concluded: “The Court finds that by any reasonable interpretation of the evidence presented, a trier of fact would conclude that Mr. Bassford has a direct or indirect interest in this appli ³⁸⁷ cant as well as two other liquor license holders in Anne Arundel County, which would violate § 9-301.

Mr. Bass-ford has an ownership interest in both the landlord and the tenant entities. The tenant (Annapolis Produce) will own and operate the restaurant. There was no evidence that there is a separation between the sale of food and liquor at the restaurant, or that Bassford would somehow only have an interest in the food sales but not the liquor sales. Similarly, there is no evidence that all the proceeds from the liquor sales would go only to Mr. Woodfield and/or Superior Woodfields.

Without such evidence, logic dictates that the owner of a restaurant that sells liquor has a direct or indirect interest in the liquor sales.... There is no way a