C&B Construction, Inc. v. Jeffrey Dashiell, et al.
No. 76
IN THE COURT OF APPEALS OF MARYLAND
July 30, 2018
Opinion by Hotten, J.
September Term, 2017
C&B Construction, Inc. v. Jeffrey Dashiell, et al., No. 76, September Term 2017. Opinion by Hotten, J.
CONSTRUCTION – INTERPRETATION – THE MARYLAND CONSTRUCTION TRUST STATUTE – The Court of Appeals held that the Maryland Construction Trust Statute only applies to disputes where the underlying claims are subject to the Maryland Little Miller Act (codified in
Circuit Court for Wicomico County
Case No. 22-C-15-001518
Argued: April 5, 2018
Barbera, C.J.,
Greene,
McDonald,
Watts,
Hotten,
Getty,
Rodowsky, Lawrence F.,
(Senior Judge, Specially Assigned)
JJ.
Opinion by Hotten, J.
Watts, J., joins in judgment only.
Filed: July 30, 2018
Pursuant to Maryland Uniform Electronic Legal Materials Act (§§ 10-1601 et seq. of the State Government Article) this document is authentic.
Bessie Decker, Clerk
April 20, 2018
2018-07-30 13:44-04:00
Following the entry of the circuit court judgment on July 19, 2016, Petitioner noted a timely appeal to the Court of Special Appeals of Maryland. The Court affirmed the judgment of the circuit court. Thereafter, we granted certiorari to review the following questions:
- Does Section 9-204(a) of the Maryland Construction Trust Statute limit its application to projects covered by the Maryland Mechanic‘s Lien Law and Maryland Little Miller Act even though the plain language of the statute as a whole and Section 9-204(a) specifically contain no such limitation?
- Did the trial court err in granting judgment to Respondents despite evidence showing that funds received by the general contractor were earmarked for payment to Petitioner[?]
For the reasons discussed infra, we shall affirm the judgment of the Court of Special Appeals.
BACKGROUND
Petitioner was engaged as a subcontractor by Temco to perform related construction work, including the installation of drywall and ductwork. Petitioner completed its subcontract work for the six construction projects. Temco received payment from the project owners, but failed to pay Petitioner for the work performed. Petitioner contends that instead of paying it for the work performed, Respondents either misappropriated those funds, diverted the funds to themselves individually, or paid other expenses.
On October 1, 2015, Petitioner filed a breach of contract complaint in the Circuit Court for Wicomico County against Temco, and Respondents individually, pursuant to the Maryland Construction Trust Statute. On May 3, 2016, Temco entered into a consent judgment with Petitioner for $225,607, leaving the remaining claims against Respondents outstanding. At the close of Petitioner‘s case, Respondents moved for judgment arguing that the Maryland Construction Trust Statute was not applicable, because the subcontracts at issue were not subject to the Maryland Little Miller Act1 or the Maryland Mechanics’ Lien Statute,2 as required by the plain
[I]t seems to me really looking at the Statute and Section 9-204(a) .... it applies to contracts under the Maryland Little Miller Act, and there is no contention that any of the contracts in this case would be subject to the Maryland Little Miller Act as well as properties subject to 9-102 of this Article which is the Mechanics Lien Statute.
And the only way to know whether the property is subject to 9-102 is for evidence to be provided that it is subject to 9-102, which I am just going to shorten it up and say that it‘s either basically new construction or every building repaired, rebuilt or improved to the extent of 15 percent of its value.
And in this case, I have looked at the contracts, and there is nothing to indicate that the contracts are for any of the other exceptions. . . .
There is no way for the Court to make any judgment as to whether or not that improvement is to the extent of 15 percent of the value of the project.
And as I said, there is no way for the Court to infer that[,] because there is no evidence that would permit a finding, a direct finding from the evidence. And it does seem to me that a basic proposition is that one cannot proceed under the Construction Trust Statute without first establishing that the contract for which that construction trust is sought to be imposed is one which would be lienable.
So I think sort of the basic proposition is that [Petitioner] must first establish that the property is I will say lienable under Section 9-102 as a predicate for anything under Section 9-201 [et seq.], and there is really no evidence in this case that would permit me to make that finding directly from the evidence or by any inference from the evidence that has been submitted.
So I don‘t think -- the question is a closer one as to whether or not there is adequate evidence of earmarking, but I don‘t think I need to get to that point really, because I don‘t believe that the evidence as submitted is sufficient for me to, even if I looked at it in the light most favorable to the [Petitioner], which I‘m not required to do, but even if I did do that, I don‘t think the evidence is sufficient.
So I‘m going to grant the motion for judgment on behalf of [Respondents]. Following the circuit court‘s denial of Petitioner‘s motion for new trial, a timely appeal was noted to the Court of Special Appeals.
The Court of Special Appeals issued its reported opinion on November 1, 2017. See C & B Constr., Inc. v. Dashiell, 234 Md. App. 424, 430–31, 172 A.3d 960, 964 (2017), cert. granted, 457 Md. 137, 177 A.3d 72 (2018). In affirming the circuit court, the Court interpreted
STANDARD OF REVIEW
“We review, without deference, the trial court‘s grant of a motion for judgment in a civil case.” D.C. v. Singleton, 425 Md. 398, 406, 41 A.3d 717, 721 (2012) (quoting Thomas v. Panco Mgmt. of Md., LLC, 423 Md. 387, 393-94, 31 A.3d 583, 587-88 (2011)). In doing so “[w]e conduct the same analysis that a trial court should make when considering the motion for judgment.” Id. at 406-07, 131 A.3d 721-22. This review requires this Court to evaluate “all evidence and reasonable evidentiary inferences, viewed in a light most favorable to [the non-moving party].” Thomas, 423 Md. at 394, 31 A.3d at 588. In the case at bar, we are asked to interpret the Maryland Construction Trust Statute. We have stated “where an order involves an interpretation and application of Maryland constitutional, statutory or case law, our Court must determine whether the trial court‘s conclusions are ‘legally correct’ under a de novo standard of review.” Schisler v. State, 394 Md. 519, 535, 907 A.2d 175, 184 (2006). Accordingly, we will evaluate the applicability of the Maryland Construction Trust Statute and the grant of Respondents’ motion for judgment by applying a de novo standard of review.
DISCUSSION
In Washington Suburban Sanitary Commission v. Phillips, 413 Md. 606, 994 A.2d 411 (2010), we outlined the sound principles of statutory interpretation:
The cardinal rule of statutory interpretation is to ascertain and effectuate the real and actual intent of the Legislature. A court‘s primary goal in interpreting statutory language is to discern the legislative purpose, the ends to be accomplished, or the evils to be remedied by the statutory provision under scrutiny.
To ascertain the intent of the General Assembly, we begin with the normal, plain meaning of the language of the statute. If the language of the statute is unambiguous and clearly consistent with the statute‘s apparent purpose, our inquiry as to legislative intent ends ordinarily and we apply the statute as written, without resort to other rules of construction. We neither add nor delete language so as to reflect an intent not evidenced in the plain and unambiguous language of the statute, and we do not construe a statute with “forced or subtle interpretations” that limit or extend its application.
We, however, do not read statutory language in a vacuum, nor do we confine strictly our interpretation of a statute‘s plain language to the isolated section alone. Rather, the plain language must be viewed within the context of the statutory scheme to which it belongs, considering the purpose, aim, or policy of the Legislature in enacting the statute. We presume that the Legislature intends its enactments to operate together as a consistent and harmonious body of law, and, thus, we seek to reconcile and
harmonize the parts of a statute, to the extent possible[,] consistent with the statute‘s object and scope. Where the words of a statute are ambiguous and subject to more than one reasonable interpretation, or where the words are clear and unambiguous when viewed in isolation, but become ambiguous when read as part of a larger statutory scheme, a court must resolve the ambiguity by searching for legislative intent in other indicia, including the history of the legislation or other relevant sources intrinsic and extrinsic to the legislative process. In resolving ambiguities, a court considers the structure of the statute, how it relates to other laws, its general purpose, and the relative rationality and legal effect of various competing constructions.
In every case, the statute must be given a reasonable interpretation, not one that is absurd, illogical, or incompatible with common sense.
Id. at 618-20, 994 A.2d at 419 (quoting Lockshin v. Semsker, 412 Md. 257, 274-75, 987 A.2d 18, 28-29 (2010)).
The Applicability of the Maryland Construction Trust Statute
In Ferguson Trenching Co., Inc. v. Kiehne, 329 Md. 169, 618 A.2d 735 (1993), we indicated that the purpose of the Construction Trust Statute was to “protect subcontractors from dishonest practices by general contractors and other subcontractors for whom they might work.” Id. at 174-75, 618 A.2d at 737. In keeping with the purpose “to ensure that funds disbursed by an owner or contractor for payment to a subcontractor for work done are actually paid to the subcontractor,” the statute imposed personal liability on the directors, officers, and managing agents of a contractor corporation when they improperly use the funds held in trust, for purposes beyond the payment of subcontractors. C & B Constr., Inc., 234 Md. App. at 431, 172 A.3d at 964; see also S.B. 374, 1987 General Assembly of Maryland, Summary of Committee Report, 2.
The establishment of a trust relationship is reflected in the following language from
(1) Any money paid under a contract by an owner to a contractor, or by the owner or contractor to a subcontractor for work done or materials furnished, or both, for or about a building by any subcontractor, shall be held in trust by the contractor or subcontractor, as trustee, for those subcontractors who did work or furnished materials, or both, for or about the building, for purposes of paying those subcontractors.
(2) An officer, director, or managing agent of a contractor or subcontractor who has direction over or control of money held in trust by a contractor or subcontractor under paragraph (1) of this subsection is a trustee for the purpose of paying the money to the subcontractors who are entitled to it.
The imposition of personal liability for the misappropriation of funds held in trust is reflected in
Any officer, director, or managing agent of any contractor or subcontractor, who knowingly retains or uses the money held in trust under § 9-201 of this subtitle, or any part thereof, for any purpose other than to pay those subcontractors for whom the money is held in trust, shall be personally liable to any person damaged by the action.
Most significant to the case at bar is
This subtitle applies to contracts subject to Title 17, Subtitle 1 of the State Finance and Procurement Article, known as the “Maryland Little Miller Act“, as
well as property subject to § 9-102 of this title.
Contained in the plain language of
Petitioner argues that it is not required to demonstrate that the contracts at issue are applicable to the Maryland Little Miller Act or the Maryland Mechanics’ Lien Statute, because
An interpretation of a statute begins with the examination of its text. See Blue v. Prince George‘s Cty., 434 Md. 681, 689, 76 A.3d 1129, 1133 (2013).
The context of
Every building erected and every building repaired, rebuilt, or improved to the extent of 15 percent of its value is subject to establishment of a lien in accordance with this subtitle for the payment of all debts, without regard to the amount, contracted for work done for or about the building and for materials furnished for or about the building, including the drilling and installation of wells to supply water, the construction or installation of any swimming pool or fencing, the sodding, seeding or planting in or about the premises of any shrubs, trees, plants, flowers or nursery products, the grading, filling, landscaping,
and paving of the premises, the provision of building or landscape architectural services, engineering services, land surveying services, or interior design services that pertain to interior construction and are provided by a certified interior designer, and the leasing of equipment, with or without an operator, for use for or about the building or premises.
Consequences of Extending the Scope of the Maryland Construction Trust Statute
Adopting Petitioner‘s proposed interpretation would impose unintended liability on the owners and/or managers of general contracting companies. We have stated, “[s]tatutes in derogation of the common law are strictly construed, and it is not to be presumed that the [L]egislature by creating statutory assaults intended to make any alteration in the common law other than what has been specified and plainly pronounced.” Walzer v. Osborne, 395 Md. 563, 573–74, 911 A.2d 427, 433 (2006) (quoting Gleaton v. State, 235 Md. 271, 277, 201 A.2d 353, 356 (1964)). The Ferguson Court addressed this scenario and stated, “[t]he personal liability provisions of the statute must be viewed in the context of basic corporate law.” Ferguson, 329 Md. at 175, 618 A.2d at 738. In Ferguson, the Court interpreted the limits of the Maryland Construction Trust Statute for the first time. In doing so, the Court evaluated the imposition of personal liability and provided an apt articulation of the implications of extending personal liability. The Court explained, “when an official or agent signs a contract for his corporation it is simply a corporate act. It is not the personal act of the individual, and he is not personally liable for the corporate contract unless the matter is tainted by fraud. . . .” Id. This pronouncement further supports our interpretation of the Maryland Construction Trust Statute, because it limits the imposition of an extreme remedy to instances where there has been strict statutory compliance.
Previous Interpretations of the Maryland Construction Trust Statute
Other interpretations of the Maryland Construction Trust Statute support our current interpretation. While the purpose and plain language of the Maryland Construction Trust Statute is sufficient to resolve the instant dispute, it is prudent to review the previous interpretations of the statute to ascertain whether the statute has been previously interpreted in a manner consistent with our holding today. The
The United States District Court for the District of Maryland reached an identical conclusion while addressing the Maryland Construction Trust Statute in U.S. for Use & Benefit of Allied Bldg. Prod. Corp. v. Fed. Ins. Co., 729 F. Supp. 477 (D. Md. 1990). There the Court determined that:
The Maryland Construction Trust Statute,
Md. Real Prop. Code Ann. §§ 9-201 to -204 (1988 & Supp.1989), applies only to state-financed buildings and to those subject to the Maryland mechanics’ lien statute. Of course, federal construction projects such as this are not subject to the Maryland mechanics’ lien statute, which is why the Miller Act was enacted in the first place.
Id. at 478. (internal citations omitted). Following this decision, the United States District Court for the District of Columbia affirmed the Allied reading of the Maryland Construction Trust Statute. Quoting Allied, the Court in U.S. for Use & Benefit of DMI, Inc. v. Darwin Constr. Co., concluded that the Plaintiff‘s fraud claim could not survive summary judgment because it was based on
The most applicable evaluation of the Maryland Construction Trust Statute occurred in Jaguar Techs., Inc. v. Cable-LA, Inc., 229 F. Supp. 2d 453 (D. Md. 2002). The United States District Court for the District of Maryland again considered the application of the Maryland Construction Trust Statute. In evaluating the defendant‘s Motion to Dismiss for failure to state a claim for relief, the Court provided valuable insight for the case at bar. The Jaguar Court again confined the application of the Maryland Construction Trust Statute and required a demonstration that
The flaw in Plaintiff‘s logic is obvious: requiring that property subject to the Construction Trust Statute be property that is also subject to the Mechanics’ Lien Statute does not require that the rights and remedies available under the Construction Trust State also be those available under the Mechanics’ Lien Statute.
Id. (Emphasis in original). The Court‘s pronouncement recognized that there can be multiple remedies for the same class of persons and that the creation of a second set of remedies does not render a statute meaningless simply because it is designed to apply to a group that is covered by another statute. The Court was unpersuaded that the Maryland Construction Trust Statute must be read broadly simply because the General Assembly created a separate remedy for subcontractors already covered under the Maryland Mechanics’ Lien Statute.
The Jaguar Court provided an apt summation of the operation of the statute that comports with this Court‘s interpretation:
The [Maryland Construction Trust] statute was enacted in 1987 to “protect subcontractors from dishonest practices by general contractors and other subcontractors for whom they might work.” It does so by creating a trust, of money paid by an owner to a contractor (or by an owner or contractor to a subcontractor), held by the contractor (or subcontractor) as trustee for the benefit of the subcontractor(s) who perform the work or furnish the materials for the construction of a building.
* * *
Section 9-202 then renders the trustee contractor or subcontractor personally liable for retaining or using the trust fund ‘for any purpose other than to pay those subcontractors for whom the moneys are held in trust.’ Application of the Construction Trust Statute is limited to property subject to § 9-102 (the Maryland Mechanics’ Lien Statute) and to contracts subject to Title 17, Subtitle 1 of the State Finance and Procurement Article (also known as the Maryland Little Miller Act).
Id. at 455-56 (internal citations omitted).
It seems clear that the plain language of
Having established that the Maryland Construction Trust Statute contains a requirement that the underlying contracts be subject to either the Maryland Little Miller Act or Maryland Mechanics’ Lien Statute, we must now determine whether such a requirement has been satisfied. In examining the Maryland Little Miller Act,
Similarly, Petitioner has not demonstrated that the contracts at issue are subject to the Maryland Mechanics’ Lien Statute. As stated, the Maryland Mechanics’ Lien Statute only applies to contracts that satisfy all the statutory requirements of
CONCLUSION
Where there has been an invocation of the Maryland Construction Trust Statute, there must be a showing that the statute applies to the contracts in dispute.
Judge Watts joins in the judgment only.
JUDGMENT OF THE COURT OF SPECIAL APPEALS IS AFFIRMED. COSTS TO BE PAID BY PETITIONER.