Clark v. O'Malley, 73 A.3d 1086

Kevin P. Clark was removed as Police Commissioner of Baltimore City by the Mayor and the City Council under a Memorandum of Understanding (MOU) that purported to allow removal without cause.
This Court previously decided Clark II (Clark v. O’Malley/Mayor & City Council) holding that the MOU’s not-for-cause termination provision conflicted with Public Local Law § 16-5(e) and was unenforceable.
Clark II remanded to address outstanding issues, including waiver, estoppel, and damages, and did not decide reinstatement or full liability.
Post-Clark II, Clark sought mandamus or injunctive relief for reinstatement and damages; the Circuit Court entered summary judgment for the City on several counts, finding § 2.B. (liquidated damages) valid and enforceable.
The Court of Special Appeals affirmed, holding the MOU’s 12, 2.B, and related provisions were unenforceable only to the extent of the conflict with § 16-5(e); it rejected reinstatement as moot and upheld summary judgment on damages, with issues of waiver and estoppel considered on remand.
This Court granted certiorari to determine whether Clark was bound by the MOU’s termination provisions and whether summary judgment on contractual issues was proper.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Clark is entitled reinstatement or mandamus despite Clark II.	Clark contends Clark II resolved liability and reinstatement must follow.	City argues Clark II did not decide reinstatement or full liability; waiver/estoppel remain unresolved.	No; Clark II did not decide reinstatement or full liability; remand preserved those issues.
Whether § 2.B. liquidated damages clause limits Clark’s damages claim.	Clark argues damages beyond § 2.B. are possible because § 2.B. is invalid or limited.	City argues § 2.B. is valid and enforceable and limits damages.	§ 2.B. is valid, but its relation to total damages depends on remaining issues; court upheld its enforceability where not conflict with public policy.
Whether Clark’s damages claim is barred by public policy/estoppel/waiver.	Clark asserts no waiver/estoppel precludes claims; Clark II discussed policy but remand allowed further consideration.	City argues waiver/estoppel preclude additional damages.	Remand preserved waiver/estoppel questions; majority held not resolved, allowing further consideration.
Whether the intervention by Mrs. Clark on sealing NY records was moot and properly denied.	Mrs. Clark sought to protect confidentiality of NY family court records.	Record remained under seal; intervention unnecessary.	Moot; appeal dismissed.

Mayor & City Council of Baltimore v. Clark, 404 Md. 13 (Md. 2008) (invalidates MOU termination not-for-cause clause; public policy conflict with PLL § 16-5(e))
Clark v. O’Malley, 186 Md.App. 194 (Md. App. 2009) (intermediate appellate decision addressing reinstatement and damages remandability)
Clark II—Mayor & City Council of Baltimore v. Clark, 404 Md. 13, 944 A.2d 1122 (Md. 2008) (affirmed remand and clarified scope of liability and damages issues)
Medex v. McCabe, 372 Md. 28, 811 A.2d 297 (Md. 2002) (public policy invalidates contracts to the extent of conflict with policy)
State Farm Mut. Auto. Ins. Co. v. Nationwide Mut. Ins. Co., 307 Md. 631, 516 A.2d 586 (Md. 1986) (contract provisions violating public policy invalid to extent of conflict)
Bd. of Educ. v. Heister, 392 Md. 140, 896 A.2d 342 (Md. 2006) (liquidated damages clauses fair when reasonable compensation for anticipated loss)