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REPORTED IN THE COURT OF SPECIAL APPEALS OF MARYLAND

No. 1343 September Term, 2006

ANDERSON ADVENTURES, LLC v. SAM & MURPHY, INC., T/A FINS

Hollander, Barbera, Karwacki (Retired, Specially Assigned), JJ.

Opinion by Barbera, J.

Filed: September 21, 2007

C2005109973

The dispute in this appeal stems from the sale and purchase of a restaurant, Fins, located at 1629 Crofton Center in Crofton, Maryland. In 2005, Anderson Adventures, LLC ("Anderson

Adventures"), appellant, agreed to purchase the restaurant from Sam & Murphy, Inc. ("Sam & Murphy"), appellee. It was further agreed

that closing would not occur until the liquor license for the restaurant could be transferred to appellant, and until then, the restaurant would be managed by Eric Anderson, the managing member of appellant. Two documents governed the transaction: a

Restaurant Management Agreement and an Asset Purchase Agreement and Receipt. At closing, appellant refused to pay appellee the full

purchase price set forth in the Asset Purchase Agreement and Receipt. Appellant argued that it was entitled under the terms of

the Asset Purchase Agreement and Receipt to withhold from payment nearly $40,000.00 to cover, inter alia, various repairs that appellant had made to equipment in the restaurant and gift

certificates issued by appellee, which appellant redeemed. Appellant thereafter petitioned the Circuit Court for Anne Arundel County "To Assume Jurisdiction and for Appointment of a Receiver for an Insolvent Corporation under the Bulk Sales Act." The court entered an order declaring appellee in receivership and appointed a Receiver. The court later issued an Order authorizing appellant to pay approximately $10,000.00 into the court registry pending further

proceedings in the receivership. proceeds of the sale.

Those funds represented the net

The Order recited that the receivership was

subject to appellee's contention that the net proceeds of sale were closer to $50,000.00, and that appellant had wrongly withheld that amount at closing. Appellee filed a counter-petition asking the court to order appellant to pay into the court registry the additional sum that appellant had withheld at closing. hearing on the was counter-petition. responsible for The court conducted a two-day The the court determined of that all

appellant

majority

restaurant-related repairs incurred after appellant took possession of the restaurant in June 2005. $40,000.00 that appellant The court ruled that of the nearly at closing, approximately

withheld

$28,499.80 of that was wrongly withheld.

The court thereafter

issued an Order directing appellant to pay that sum into the court registry, to be distributed by the Receiver pursuant to the Bulk Transfers Act. See Md. Code (1975, 2002 Repl. Vol.),

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