Ramlall v. Mobilepro Corp.
30 A.3d 1003
Md. Ct. Spec. App.2011Background
- In 2009, Richard Ramlall sued MobilePro Corp. and CloseCall America, Inc. for unpaid bonus under Maryland wage payment law, seeking $144,999.99 plus interest and fees.
- CloseCall (MD) merged with MVCC in 2004; MVCC survived and later named CloseCall (DE), making CloseCall (DE) the successor to CloseCall (MD).
- A 2004 merger agreement provided that CloseCall (DE) would assume CloseCall (MD)’s liabilities and that the merger would transfer debts to the surviving corporation.
- Section 2.14 of the merger disclosure stated a 10% bonus of the “refund” to be paid to three CloseCall employees if the disputes with Verizon were resolved in CloseCall (MD)’s favor; the bonus was tied to a refund mechanism.
- Ramlall was a lead negotiator in the Verizon dispute; the parties’ oral agreement and emails suggested the bonus could be based on any benefit to CloseCall (MD), not strictly limited to a refund.
- The circuit court granted MobilePro summary judgment and, after a bench trial, granted judgment to CloseCall (DE); on appeal, the Maryland Court of Special Appeals vacated the CloseCall (DE) judgment and remanded for further proceedings consistent with the opinion.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether MobilePro is liable by piercing the corporate veil | Ramlall asserts control by MobilePro over CloseCall (DE) justifies piercing the veil. | MobilePro contends it is a separate entity; no basis to pierce the veil. | No piercing of the veil; MobilePro not liable. |
| Whether CloseCall (DE) owed the bonus after merger | Disclosure 2.14 reflected the oral bonus agreement; the bonus was due if CloseCall (MD) benefited, not strictly tied to a refund. | The bonus depended on a Verizon refund; after merger, CloseCall (DE) is not liable if no refund occurred. | Court vacated judgment for CloseCall (DE) and remanded for factual determination on the bonus terms. |
Key Cases Cited
- Bart Arconti & Sons, Inc. v. Ames-Ennis, Inc., 275 Md. 295 (Md. 1975) (piercing the corporate veil only for fraud or paramount equity)
- Residential Warranty Corp. v. Bancroft Homes Greenspring Valley, Inc., 126 Md.App. 294 (Md. App. 1999) (limits on piercing veil; emphasizes narrow scope of equity)
- Travel Committee, Inc. v. Pan American World Airways, Inc., 91 Md. App. 123 (Md. App. 1992) (paramount equity concept; limited application in Maryland)
- Dixon v. Process Corp., 38 Md. App. 644 (Md. App. 1978) (equitable intervention not warranted absent fraud or equity)
- Service Realty Co. v. Luntz, 210 Md. 228 (Md. 1956) (contract interpretation; extrinsic evidence on terms)
- Marr v. Langhoff, 322 Md. 657 (Md. 1991) (undisputed contracts; construction as a matter of law)