Willow Grove Citizens Association v. County Council Prince George's County
175 A.3d 852
| Md. Ct. Spec. App. | 2017Background
- Property: 7.91-acre parcel in Bowie zoned Rural Residential; prior owner obtained unused special-exception entitlements for care facilities and later sold the property to Presidential Care, LLC (a Maryland LLC).
- Presidential forfeited its right to do business and to use its name (SDAT proclamation) on Nov. 1, 2012; Presidential applied for a special exception on Feb. 21, 2014 while forfeited.
- Stoddard Baptist Home, Inc. (DC corporation and sole member of Presidential) appeared on the application; Stoddard was not registered in Maryland at the time of filing.
- People’s Zoning Counsel (Stan Brown) participated in the Examiner hearing and disclosed prior involvement in the property sale; no contemporaneous objections were made. Examiner approved the special exception; County Council remanded to check SDAT status.
- By May–June 2015 Presidential was reinstated and Stoddard registered with SDAT; Examiner held a second hearing and conditionally recommended approval; County Council approved the special exception in Feb. 2016; circuit court affirmed; Willow Grove appealed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Validity of Presidential's application while LLC was forfeited | Forfeiture nullified Presidential’s ability to file the application; acts were a nullity | Forfeiture does not impair validity of an LLC’s contracts or acts under Corps. & Ass’ns § 4A-920; the application was an act of the LLC, not a court filing | The application was valid; forfeiture did not render the act a nullity |
| Whether the application was equivalent to initiating a lawsuit (and thus barred while forfeited) | Filing the application is effectively initiating a judicial proceeding and barred post-forfeiture | § 4A-920’s restriction on lawsuits applies to filings in a Maryland court; zoning application is not a court filing | Application was not a lawsuit in a Maryland court; the lawsuit prohibition was inapplicable |
| Whether Stoddard’s unregistered status invalidated the application (doing business) | Stoddard’s involvement meant an unregistered foreign corporation was doing business and acts are void | Isolated involvement in an administrative proceeding does not amount to doing intrastate business; § 7-103 permits maintaining administrative proceedings without qualification | Stoddard was not doing business in Maryland for § 7-203 purposes; its participation did not invalidate the application |
| Alleged conflict of interest by People’s Zoning Counsel (Brown) | Brown’s prior role in the property sale required recusal; proceedings were unfair | Brown disclosed his involvement on the record and solicited objections; none were made; issue not raised below | Issue not preserved for review (not raised before Examiner or County Council); alternatively, disclosure cured any concern |
Key Cases Cited
- Price v. Upper Chesapeake Health Ventures, 192 Md. App. 695 (recognizing that LLC forfeiture does not render contracts or acts invalid but limits initiating suits)
- Tiller Const. Corp. v. Nadler, 334 Md. 1 (definition and factors for when a foreign corporation is "doing business")
- Aeropesca Ltd. v. Butler Aviation Int’l, Inc., 44 Md. App. 610 (isolated in-state acts generally do not constitute "doing business")
- County Council v. Brandywine Enterprise, 350 Md. 339 (when acting as District Council the County Council functions as an administrative agency)
- Yangming Marine Transp. Corp. v. Revon Prod. U.S.A., Inc., 311 Md. 496 (interpretation of statutory language regarding foreign corporations suing/maintaining actions in Maryland)