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Berry & Gould, P.A. and Jed D. Gould v. F. Norman Berry, No. 125, September Term, 1999. [Restitution - Claim by obstetrician, withdrawing from professional association due to disability, for value of goodwill. Shareholders agreement silent. No attempted sale by claimant to any third party. Held: Unjust enrichment action does not lie. Residual goodwill a byproduct of service to association for which claimant was compensated.]

Circuit Court for Montgomery County Case No. 148750V

IN THE COURT OF APPEALS OF MARYLAND No. 125 September Term, 1999 _________________________________________ BERRY & GOULD, P.A. and JED D. GOULD

v.

F. NORMAN BERRY _________________________________________ Bell, C.J. Eldridge Rodowsky Raker Wilner Cathell Harrell, JJ. _________________________________________ Opinion by Rodowsky, J. ________________________________________ Filed: July 28, 2000

We granted certiorari in this case to determine if the plaintiff enjoyed a substantive right for which a restitutionary remedy would lie. Due to disability, the plaintiff was required to withdraw from the practice of obstetrics and, accordingly, as a shareholder in his professional services corporation. At issue is whether the corporation and its remaining shareholder were obliged to pay to the plaintiff the value of his share of the goodwill enjoyed by the practice, when there was no express promise to do so. The material facts relevant to this issue are undisputed and present a question of law. We shall hold that the corporation and the remaining shareholder have not been unjustly enriched and have no obligation to pay the plaintiff, as restitution, the value of his goodwill. The instant action was brought in the Circuit Court for Montgomery County by the respondent, F. Norman Berry, M.D. (Berry), against the petitioners, Jed D. Gould, M.D. (Gould) and Berry & Gould, P.A., a professional services corporation (the P.A.). The P.A. was incorporated in 1970 with Berry as one of the original shareholders. Over the years shareholders came and went, but, for purposes of the issues in the instant matter, we may consider that Berry and Gould were fifty percent shareholders at all relevant times. By 1987 Gould had become a shareholder and, that year, the shareholders in the P.A. entered into a corporate stock agreement (the Agreement). Under

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Maryland Law