Williamson v. Parker

NIGEL WILLIAMSON v. VELINDA PARKER

No. 426

COURT OF SPECIAL APPEALS OF MARYLAND

September Term, 2020

July 15, 2021

Circuit Court for Prince George's County

Case No. CAL 19-39740

UNREPORTED

Graeff, Arthur, Wells, JJ.

Opinion by Graeff, 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. Md. Rule 1-104.

In 2018, Nigel Williamson, appellant, and Velinda Parker, appellee, entered into an agreement to jointly operate an SAT preparatory and tutoring business. Ms. Parker established a separate LLC to collect payments from parents and students.

In January 2019, Mr. Williamson filed a replevin action in the District Court of Maryland, requesting the return of documents and alleging that Ms. Parker had collected payments from clients without paying the business's expenses. The District Court subsequently dismissed that action with prejudice.

In December 2019, Mr. Williamson filed a complaint against Ms. Parker in the Circuit Court for Prince George's County, alleging breach of contract, fraud, and conversion. The circuit court granted Ms. Parker's motion to dismiss based on res judicata and collateral estoppel.

On appeal, Mr. Williamson presents two questions for this Court's review, which we have combined and rephrased slightly, as follows:

Did the circuit court err in dismissing appellant's complaint on the ground that the action was barred by res judicata and collateral estoppel?

For the reasons set forth below, we shall affirm the judgment of the circuit court.

FACTUAL AND PROCEDURAL BACKGROUND

I.Factual History¹

On December 12, 2019, Mr. Williamson filed a complaint against Ms. Parker in the Circuit Court for Prince George's County, alleging the following facts:

6. Williamson operated a SAT preparation and tutoring business known as Aceplan Prep ("Aceplan").

7. In or around September 2017, Williamson called Parker, a former client of his, to assist him in running Aceplan.

8. Williamson and Parker entered an agreement covering the terms of her consulting work for Aceplan. Parker was paid $3000.00 per month for her services. Parker, however, only worked for approximately one (1) month.

9. In January 2018, Parker agreed to return to work with Aceplan, which had been struggling to pay expenses and it was Williamson's plan to increase marketing with Parker's help to increase the profitability of the company.

10. Parker agreed to return to work with Aceplan, but told Williamson that she would create a separate LLC - VPSolutions - for the purpose of collecting payments from parents and students for the test preparation and tutoring services.

11. Over the next three (3) months, many students were enrolled in SAT preparation classes and paid for tutoring services. Payments for all were collected by Parker and VPSolutions. Parker, however, never gave Williamson access to the bank account to pay such things as payroll, rent and utilities. Williamson used his own funds to pay these expenses.

12. In March 2018, Williamson, having paid the payroll and other expenses, sought reimbursement from Parker, and asked that she make a payment to him of $9000.00, from the funds collected by VPSolutions.

13. Parker informed Williamson that there was money in the account, but that she would not pay him unless he [paid] her $20,000. Parker finally relented and gave Williamson a check - but only for $7000.00.

14. Thereafter, Parker told Williamson that she would not release any additional funds to him unless he signed an agreement with her that she would receive thirty [percent] (30%) of the profits of Aceplan. Williamson, rightfully, refused to sign.

15. A few days later, Williamson went to Aceplan's office on a Sunday to discover Parker and her husband were taking files and other documents belonging to Aceplan.

16. Parker continued to collect payments for Aceplan's services through June 2018, and refused to give Williamson any accounting of the funds collected. Nor did she pay any of Aceplan's expenses, causing the company to become defunct.

17. As a result, Williamson was unable to provide services to students who had paid, and was forced to give refunds. When he could not give refunds due to lack of access to the funds held by Parker, many parents brought lawsuits against Williamson, and judgments have been entered against him.

18. Upon information and belief, Parker collected approximately $50,000.00, in payments on behalf of Aceplan. Upon information and belief, Parker transferred these funds to her personal bank accounts for her own personal use.

II.Replevin Action

On January 22, 2019, Mr. Williamson filed a pro se complaint for replevin in the District Court of Maryland, seeking $25,000, plus $10,000 in interest, the return of all clientfiles or their value, plus "damages of $30,000 for [their] detention in an action of detinue." He described his replevin claim as follows:

I recruited Mrs. Velinda Parker to join my company in Sept. 2017. She joined in Oct[.] 2017 and left [in] Nov. 2018. She returned in Jan[.]-Jun. 2018. Serving as Managing Partner and tasked with managing the company finances and payments assigned to a designated account.

Mrs. Parker failed to serve the company fairly and has broken trust and has misappropriated funds given [to] her. Pocketing cash as . . . was responsible for processing payments and depositing same into the assigned account of VPSolutions, an agency assigned to deposit funds.

From Jan[.]-June 2018[,] Mrs. Parker collected from clients $12,000 cash and over $40,000 checks and credit cards. The bank statements showed none of the cash received [was] deposited. The funds deposited were used to make monthly personnel payments for her bills, car note, and not on Aceplan Prep expenses.

I am asking Mrs. Parker to return to Aceplan Prep all client records, receipt books, marketing materials, student folders, text books and materials she removed from the office. This was done willfully to undermine the operation of Aceplan Prep and has caused significant damages to the company.

The bank statements also showed Mrs. Parker transferring money to multiple bank accounts and has not returned the funds to the Company to whom it belonged.

On March 1, 2019, the District Court held a show cause hearing.² Mr. Williamson's request for relief was denied. As explained in detail, infra, when a claimant fails to show probable cause that he or she is entitled to return of the property, the action continues "indetinue." 111 Scherr Lane, LLC v. Triangle Gen. Contracting, Inc., 233 Md. App. 214, 240 (2017).

Ms. Parker filed a motion to compel discovery and for discovery sanctions. At a subsequent hearing, Ms. Parker moved to dismiss the complaint after the Court denied a request for continuance by Mr. Williamson.

In a handwritten order by the District Court, dated September 12, 2019, the Court granted Ms. Parker's motion to dismiss with prejudice "except for any newly discovered information." There is no docket entry reflecting a hearing on this issue, but Ms. Parker's counsel proffered at oral argument, and Mr. Williamson's counsel did not dispute, that the parties appeared before the District Court in September 2019, at which time Mr. Williamson (represented by counsel) requested a continuance for additional time to produce the requested discovery. After that request was denied, Ms. Parker moved to dismiss the action. Counsel further proffered that the dismissal was due to both Mr. Williamson's discovery failures and his inability to proceed after the continuance was denied.³

III.Circuit Court Complaint

On December 12, 2019, after his District Court complaint was dismissed, Mr. Williamson filed a complaint against Ms. Parker in the Circuit Court for Prince George's County, alleging breach of contract, fraud, and conversion. In the breach of contract count, Mr. Williamson alleged that he and Ms. Parker had entered into an agreement "whereby [Ms.] Parker would collect the payments made to Aceplan, and pay all expenses of Aceplan." He asserted that she breached that agreement "by failing to pay the expenses of Aceplan and keeping the funds for her own personal gain." As a result, he had "suffered damages, including the loss of his business." With respect to his fraud claim, he proffered that Ms. Parker intentionally and falsely misrepresented to him that she would collect the payments on behalf of Aceplan and pay the business expenses. The conversion claim alleged that, "[b]y keeping the funds paid to Aceplan and Williamson, and transferring those funds to her own personal use, Parker wrongfully converted Williamson's property." He also asserted that, "[b]y taking files and other documents from Williamson's office at Aceplan, Parker wrongfully converted Williamson's property." He alleged that the "money and property" in question had a value "in excess of $50,000." Mr. Williamson requested compensatory damages ("to be proven at trial"), punitive damages ("to be determined at trial"), and reasonable attorney's fees.

On January 24, 2020, prior to filing an answer to the complaint, Ms. Parker filed a Motion to Dismiss, or in the Alternative, Motion for Summary Judgment. She argued thatdismissal was warranted because Mr. Williamson's claims were barred as a matter of law by res judicata and collateral estoppel. With respect to res judicata, Ms. Parker asserted that the complaint should be dismissed because the District Court case and the present case were based on the "same set of operative allegations." She described the similarity as follows:

Although phrased differently, the substance of the claims in both pleadings are identical. In the first action, [Mr. Williamson] sought to regain possession of funds and tangible items and/or their value. In the current pleading before this [c]ourt, [Mr. Williamson] again seeks the value of the funds and items that he claims that [Mrs.

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