Georgakopoulos v. Georgakopoulos, 398

GEORGE GEORGAKOPOULOS v. IOANNIS GEORGAKOPOULOS, ET AL.

No. 398

COURT OF SPECIAL APPEALS OF MARYLAND

September Term, 2019

February 4, 2021

Circuit Court for Prince George's County

Case No. CAL 17-21172

UNREPORTED

Kehoe, Nazarian, Reed, JJ.

Opinion by Kehoe, J.

*This is an unreported opinion, and it may not be cited in any paper, brief, motion or other document filed in this Court or any other Maryland Court as either precedent within the rule of stare decisis or as persuasive authority. See Md. Rule 1-104.

This is an appeal from a judgment of the Circuit Court for Prince George's County entered in civil action between George Georgakopoulos and Geva Logistics, Inc. (collectively "Geva"), on the one hand, and Ioannis Georgakopoulos and Eagle Van Lines, Inc. (collectively "Eagle"), on the other.¹ Geva presents two issues on appeal, which we have reworded:

(1) Did the trial court err when it denied Geva's request for injunctive relief?

(2) Did the trial court err when it denied Geva's request for attorney's fees?²

Along with addressing the merits of Geva's substantive contentions, Eagle has moved to dismiss Geva's appeal because it was not timely filed.

Background

George and Ioannis are brothers who, along with their father, owned Eagle Van Lines, Inc., a moving and logistics company headquartered in Marlow Heights. Eventually, the business relationship soured, and the parties entered what they called a "Contribution, Separation and Distribution Agreement." (We will refer to this document as "the agreement.")

Although the agreement is not in the record extract³ and the parties' briefs are vague as to its terms, it is clear that the agreement called for George's surrender of his interest in Eagle in return for the transfer of certain assets of Eagle and some of its subsidiaries to a new company to be established by George.⁴ Among the assets to be transferred were cash or cash equivalents, Eagle's rights under a contract between Eagle and the Turkish government to provide transportation services to the latter, balances due on certain accounts that were transferred to Geva, and certain business records.

The agreement also contained an indemnification provision wherein Eagle and Ioannis agreed to indemnify Geva and its officers "from and against any and all Damages incurredor suffered by Geva . . . arising out of or in connection with . . . [a]ny breach by Eagle" of its obligations in the agreement." "Damages" is a defined term in the agreement and its meaning includes "reasonable attorney's fees incurred in connection with investigating, prosecuting or defending a claim or action[.]"

Eagle breached the agreement: It failed to pay money that it owed Geva and refused to turn over the business records to Geva as required by the agreement. So Geva filed a civil action to enforce the agreement. In its operative complaint, Geva asserted claims for breach of contract and intentional interference with contractual rights. Geva sought compensatory and punitive damages that included attorney's fees as spelled out by the agreement's indemnity provision, and an injunction ordering Eagle to share or turn over to it two types of business files, specifically what the parties call the "ITO account files" and certain client or customer files.

The case was tried before the circuit court without a jury. After the trial began, Eagle agreed to pay Geva nearly $40,000 in damages after conceding that it breached the agreement. And Eagle acknowledged that it was required to turn over the ITO account files and the client files to Geva under the agreement, and it agreed to the entry of an injunction requiring it to do so. Eagle asserted, however, that it was not obligated to pay Geva's attorney's fees.

At the close of trial, the court granted Eagle's motion to dismiss Geva's claims for punitive damages and intentional interference with contractual rights. It then directed Geva to submit proposed language for the injunction requesting the client files within five days and directed Eagle to respond within five days after that. Within a week, Geva and Eagle agreed to and submitted the proposed language to the court.

Then, the following occurred:

(1) On January 8, 2019, the court filed an opinion that ordered Eagle to pay Geva $39,141.54 in damages. The court also ordered Eagle to share the disputed ITO account files with Geva, ordered Geva to bill the accounts due from the customers and, when and if payment was received, ordered that the proceeds were to be divided between the parties as set out in the agreement. This order did not address Geva's request for an injunction for the client files nor did resolve Geva's request for an award of attorney's fees. The court ordered the case closed.

(2) On January 30, 2019, the court denied Geva's request for attorney's fees. (We will discuss the basis for the court's decision in part B of our analysis.) The court again concluded that the case was closed, even though it had yet to rule on Geva's request for an injunction for the client files.

(3) On March 8, 2019, Geva filed a motion requesting the court to "amend and finalize" its prior orders, and, specifically, that the trial court enter "an order concerning the injunctive relief pertaining to client files, after which final judgment can be entered on the docket and the matter resolved." In response, Eagle argued that Geva had waited too longto modify either the January 8th or the January 30th orders under Maryland Rule 2-534, so the court could not enter an injunction.

(4) On April 1, 2019, the trial court denied Geva's motion. The court's order noted that, in its January 8th memorandum opinion and order, it stated that Eagle was to provide Geva "with any files needed to bill the ITO accounts," that Geva was to bill the accounts and to divide payments received, if any, with Eagle according to the terms of the agreement. The court found that this language was clear and unambiguous. Alternatively, and apparently proceeding on the assumption that its January 8th order was a final judgment, the court also concluded that Geva's motion was untimely under Md. Rule 2-534's ten-day limit for filing such motions.

(5) On April 30th, Geva filed its notice of appeal.

(6) Finally, on May 9th, the trial court entered separate orders awarding judgment to Geva against Eagle and Ioannis for $39,141.54.

Eagle's motion to dismiss the appeal.

Eagle has moved to dismiss this appeal. Its argument, at its root, is that Geva's notice of appeal was untimely because it was filed more than thirty days after entry of the court's January 30, 2019 order. According to Eagle, that order resolved all claims between the parties except for Geva's request for an injunction, which Eagle characterizes as a collateral matter whose pendency did not affect the finality of the January 30th judgment. In response, and relying only on Rohrbeck v. Rohrbeck, 318 Md. 28, 40-41 (1989), Geva argues that its appeal is timely because it filed its notice of appeal within thirty-days of thetrial court's April 1st order, which it argues was the final judgment in the case. These arguments are somewhat misdirected.

Subject to exceptions that are not relevant to this case, parties may appeal from only a "final judgment" entered by a circuit court. See Md. Code, Courts and Judicial Proceedings Article § 12-301; URS Corp. v. Fort Myer Constr. Corp., 452 Md. 48, 65 (2017); Waterkeeper Alliance, Inc. v. Maryland Dept. of Agriculture, 439 Md. 262, 278 (2014). In URS Corp., the Court of Appeals explained (emphasis added):

Under our rules and case law, a final judgment exists only when the trial court intends an unqualified, final disposition of the matter of the controversy that completely adjudicates all claims against all parties in the suit, and only when the trial court has followed certain procedural steps when entering a judgment in the record.

* * *

One of the procedural steps for entry of final judgment—the "separate document requirement"—requires the trial court to memorialize the judgment in a separate document that is signed by either the court clerk or the judge and entered in the docket. Rule 2-601(a) and (b). . . . The separate document requirement is designed to eliminate confusion about what is the "entry of the judgment" from which the deadline [for filing a notice of appeal] is computed

452 Md. at 278 (cleaned up).

Many decisions of the Court of Appeals have made it clear that entry of judgments by means of a separate document is mandatory. See, e.g., URS Corp., 452 Md. 66; Hiob v. Progressive Insurance Co., 440 Md. 466, 477 (2014); Suburban Hospital, Inc. v. Kirson, 362 Md. 140, (2000); see also Kevin F. Arthur, FINALITY OF JUDGMENTS AND OTHERAPPELLATE TRIGGER ISSUES (3rd ed. 2018) 9-12 ("Finality of Judgments") (collecting cases).⁵ In order to comply with the separate document requirement, the court must state its judgment in a document that is "separate from an oral ruling of the judge, a docket entry, or a memorandum." Hiob, 440 Md. at 478 (footnote omitted).

The parties' respective arguments as to when the judgment in this case became final fail to take into account either the substantive requirement for a final judgment, viz., that it must "completely adjudicate[] all claims against all parties in the suit, or the procedural requirement that judgment be entered as a "separate document," or both. When the substantive and procedural requirements for finality are applied to the present case the following emerges:

(1) The trial court's January 8th order was neither final (because it did not adjudicate Geva's claims for injunctive relief and attorney's fees) nor did it comply with Md. Rule 2-601 because the relief it granted was part of the court's memorandum opinion addressing the parties' substantive contentions.

(2) The court's January 30th order (even when considered in conjunction with the January 8th order) was not a final judgment because it did not adjudicate Geva's request for injunctive relief...