Parkway 1046, LLC v. U. S. Home Corporation, 961 F.3d 301

Background

In 2005 U.S. Home entered a Purchase Agreement to buy land and a separate Development Contract with Bevard Development; Parkway (owned by the Sellers) was a named third‑party beneficiary of the Development Contract.
The Development Contract required U.S. Home to pay Parkway ~ $2.25 million “at the time of Settlement under the [Purchase] Agreement” as reimbursement for right‑of‑way acquisitions.
Settlement was delayed by contentious litigation between U.S. Home and the Sellers; a Maryland federal court held U.S. Home wrongfully failed to settle on May 27, 2008, and ultimately judgment led to Settlement on April 21, 2017.
Parkway sued U.S. Home in 2017 for breach of the Development Contract after U.S. Home failed to pay the Reimbursement. U.S. Home defended on statute‑of‑limitations grounds, arguing Parkway’s claim accrued in 2008–2009.
The district court found Parkway’s claim accrued in April 2017 (and alternatively applied equitable tolling), awarded prejudgment interest from May 27, 2008, and granted attorneys’ fees to Parkway. U.S. Home appealed.

Issues

Issue	Plaintiff's Argument (Parkway)	Defendant's Argument (U.S. Home)	Held
When did Parkway's breach claim accrue for Maryland's 3‑year statute of limitations?	Accrual occurred when Settlement actually happened (April 21, 2017); Parkway had no contractual right to payment before Settlement.	Claim accrued when U.S. Home wrongfully failed to proceed to Settlement (May 2008 or by 2009), so suit is time‑barred.	Accrual occurred on April 21, 2017 (Settlement); Parkway’s suit filed in 2017 was timely.
Was equitable tolling required or relevant?	Parkway urged tolling given U.S. Home’s obstruction; accrual was 2017 so tolling unnecessary.	U.S. Home argued claim accrued earlier, rendering tolling irrelevant.	Appellate court agreed with accrual rule and did not need to reach equitable tolling (district court’s alternate tolling ruling was not required to decide).
From what date does Maryland prejudgment interest run?	Interest should run from the date the obligation became due — the Settlement date (April 21, 2017).	District court awarded interest from May 27, 2008 (the date Maryland court said U.S. Home should have settled).	Prejudgment interest is mandatory here but only from April 21, 2017 (vacating the award back to 2008).
Is Parkway entitled to contractual attorneys’ fees under the Development Contract?	Parkway argued the fee provision covers the prevailing party in “any litigation arising between the parties regarding this Contract,” and Parkway should be treated as a party for fee‑shifting.	U.S. Home argued “party” means a signatory (U.S. Home or Bevard Development); Parkway, as a third‑party beneficiary, is not a signatory and thus not covered.	The term “party” is construed to mean the signatories; attorneys’ fees award to Parkway reversed.

Key Cases Cited

Weichert Co. of Md. v. Faust, 19 A.3d 393 (Md. 2011) (objective contract interpretation; plain meaning controls)
Myers v. Kayhoe, 892 A.2d 520 (Md. 2006) (determining parties’ intent from contract language)
Prince George’s Country Club, Inc. v. Edward R. Carr, Inc., 202 A.2d 354 (Md. 1964) (commission/reimbursement payable only if sale is consummated; condition precedent concept)
Buxton v. Buxton, 770 A.2d 152 (Md. 2001) (three categories governing prejudgment interest; mandatory interest when obligation and amount liquidated by a specific date)
Harford County v. Saks Fifth Ave. Distribution Co., 923 A.2d 1 (Md. 2007) (application of Buxton prejudgment interest categories)
I. W. Berman Props. v. Porter Bros., 344 A.2d 65 (Md. 1975) (interest accrues from when payment was due)
Jones v. Hyatt Ins. Agency, Inc., 741 A.2d 1099 (Md. 1999) (third‑party beneficiary enforcement limited by defenses to original parties)
Thorn v. Jefferson‑Pilot Life Ins. Co., 445 F.3d 311 (4th Cir. 2006) (federal law governs when a claim accrues for a borrowed state statute of limitations)