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IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND Northern Division * CORSAIR SPECIAL SITUATIONS FUND, L.P., * Plaintiff, * v. * ENGINEERED FRAMING SYS., INC., * Defendants * * * * * * * * * * * * * * Case No.: PWG-09-1201

MEMORANDUM AND ORDER This Memorandum and Order addresses the Motion for Summary Judgment and Memorandum in Support of Motion for Summary Judgment, Paper Nos. 25 & 25-1, that Plaintiff Corsair Special Situations Fund, L.P ("Corsair") filed on September 29, 2009; Defendants' Amended Response to Plaintiff's Motion for Summary Judgment and Defendants' Amended Memorandum of Law in Opposition to Plaintiff's Motion for Summary Judgment, Paper Nos. 32 & 32-1, that Defendants Engineered Framing Systems, Inc. ("Engineered"), EFS Structures, Inc. ("EFS"), John J. Hildreth, and Marie N. Hildreth, filed on December 23, 2009; and Plaintiff's Supplemental Reply Memorandum in Support of Motion for Summary Judgment, Paper No. 33, filed on January 11, 2010.1 I find that a hearing is unnecessary in this case. See Local Rule
                                                            
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Defendants originally filed a Response to Plaintiff's Motion for Summary Judgment and Memorandum of Law in Opposition to Plaintiff's Motion for Summary Judgment, Paper Nos. 26 & 26-2, on October 16, 2009; and Plaintiff filed a Reply Memorandum in Support of Motion for Summary Judgment, Paper No. 28, on October 28, 2009. The parties agreed to strike these filings in a December 4, 2009 telephone conference that was memorialized in a December 7, 2009 letter order. Paper No. 31. This case has been assigned, with consent of the parties, to the undersigned for all proceedings, including entry of a final judgment. Paper No. 19.
  

105.6. For the reasons stated below, Plaintiff's Motion for Summary Judgment is GRANTED IN PART and DENIED IN PART. This Order disposes of Paper Nos. 25, 32, and 33. I. BACKGROUND In an earlier action commenced on August 10, 2006, Plaintiff filed a Complaint against Defendants, alleging that they defaulted on a commercial loan that Plaintiff had provided. Pl.'s Mem. 2; Corsair Special Situations Fund, L.P. v. Engineered Framing Sys., Inc., No. WDQ-06cv-2081 (D. Md. 2006) (the "Note Action"). On May 8, 2007, the parties settled the Note Action with a Settlement Agreement and General Release ("Settlement Agreement") that provided that Defendants would pay Plaintiff a total of $5,000,000, in four installations. Settlement Agreement 1, 3, Pl.s' Mem. Ex. B, Paper No. 25-3. On January 9, 2008, because Defendants were delayed in their final two payments, totaling $4,875,000, the parties entered into a First Amendment to Settlement Agreement and General Release ("First Amendment" or "1st Am."), which extended the deadlines for Defendants' outstanding payments, reduced the final payment, and added interim payments. 1st Am. 2

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