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No. 74, September Term, 1994 Alleco Inc., et al. v. The Harry & Jeanette Weinberg Foundation, Inc. et al. [Concerns The Requirements For Aider And Abettor Tort Liability and Civil Conspiracy Tort Liability]

IN THE COURT OF APPEALS OF MARYLAND No. 74 September Term, 1994 ________________________________________

ALLECO INC. et al.

v.

THE HARRY & JEANETTE WEINBERG FOUNDATION, INC. et al. ________________________________________

Murphy, C.J. Eldridge Rodowsky Chasanow Karwacki Bell Raker, JJ. ________________________________________ Opinion by Eldridge, J. ________________________________________ Filed: October 11, 1995

This tort case arises out of a complex series of transactions involving an attorney, his clients and his business

associates.

From September 1986 to July 1988, Lawrence I. Weisman

served as the attorney for the plaintiffs, Alleco Inc. and Morton M. Lapides. During this period of time, Lapides was Chairman of In their amended complaint, the plaintiffs

the Board of Alleco.

asserted that the defendants, the Harry and Jeanette Weinberg Foundation, Inc., Bernard Siegel, Nathan Weinberg, William

Weinberg, Stanley Marks, and Kalb, Voorhis & Co., aided, abetted and conspired with Weisman to breach his fiduciary duty to the plaintiffs and to defraud the plaintiffs. These contentions were

based upon allegations of insider trading in securities and of disclosing confidential information. Weisman died prior to the

filing of the complaint, and his estate was not made a party to this litigation. The Circuit Court for Prince George's County dismissed the amended complaint for failure to state a claim, and the Court of Special Appeals affirmed. Alleco v. Weinberg Foundation, 99 Md. We granted the plaintiffs' petition

App. 696, 639 A.2d 173 (1994).

for a writ of certiorari in order to consider the holdings of both

-2courts below concerning aider and abettor tort liability and civil conspiracy tort liability. I. The plaintiffs' amended complaint first contained fortythree paragraphs of detailed factual allegations and conclusions. The complaint then contained forty-three more paragraphs of

additional factual allegations and conclusions divided into four counts. Count one was labeled "aiding and abetting breach of

fiduciary duty," and count two was labeled "civil conspiracy to breach fiduciary duty." The third count was described as "aiding

and abetting fraud," and count four was "civil conspiracy to commit fraud." The factual allegations of the amended complaint were as follows. While serving as attorney for the plaintiffs, Weisman

became privy to confidential information concerning Alleco's and Lapides's financial and legal affairs, including their plans to sell Service America, a subsidiary of Alleco. Using this "inside

information," Weisman began to make substantial purchases of Alleco common stock and 9

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