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IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND : RAMADA FRANCHISE SYSTEMS, INC. :: v. CAPITOL VIEW II LIMITED PARTNERSHIP VENTURE et al. : CIVIL NO. CCB-99-3686

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In 1999, plaintiff Ramada Franchise Systems, Inc., ("Ramada") filed suit against defendants Capitol View II Limited Partnership Venture ("Capitol View"), Joseph M. Della Ratta, and Frank A. Lucente, Jr., in the United States District Court for the District of New Jersey, seeking liquidated damages for the early termination of a Ramada franchise agreement. On November 22, 1999, the case was transferred by consent to this court. After Ramada filed its amended complaint on April 5, 2000, Capitol View filed an amended answer and counterclaim on July 13, 2000. The counterclaim contains three counts: Count I (Declaratory Judgment re Invalidity of Release); Count II (Breach of Contract); and Count III (Covenant of Good Faith and Fair Dealing). Ramada filed a motion for summary judgment as well as a

motion for protective order on August 30, 2000. On September 14, 2000, Capitol View filed a motion to compel responses to discovery requests. On February 2, 2000, this court held a hearing on the issues raised by these motions, which have been fully briefed. For the reasons that follow, Ramada's motion for summary judgment will be granted in part and denied without prejudice in part; limited discovery will be allowed. STANDARD OF REVIEW Rule 56(c) of the Federal Rules of Civil Procedure provides that: [Summary judgment] shall be rendered forthwith if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law. A genuine issue of material fact exists if there is sufficient evidence for a reasonable jury to return a verdict in favor of the non-moving party. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986); Shaw v. Shroud, 13 F.3d 791, 798 (4th Cir. 1994). In making this determination, the evidence of the party opposing summary judgment is to be believed and all justifiable inferences drawn in his favor. Haltering v. Abacus Tech. Corp., 128 F.3d 191, 196 (4th Cir. 1997)(citing Anderson, 477 U.S. at 255). The non-moving party may not rest upon mere

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allegations or denials in his pleading, however, but must set forth specific facts showing that there is a genuine issue for trial. Anderson, 477 U.S. at 248; Allstate Fin. Corp. v. Financorp, Inc., 934 F.2d 55, 58 (4th Cir. 1991). The "mere existence of a scintilla of evidence in support of the plaintiff's position" is not enough to defeat a defendant's summary judgment motion. Anderson, 477 U.S. at 252. BACKGROUND Capitol View entered into a License Agreement ("the Agreement"), dated June 21, 1982, with Ramada Inns, Inc.,1 to manage an upscale "Ramada Hotel" property in Oxon Hill, Prince George's County, Maryland. The Agreement was signed on December 14, 1983. (Pl. Mot. Summ. J., Ex. 1, License Agreement.) Sam Apostle and Jack Williamson of Ramada and Frank Lucente, Jr., of Capitol View negotiated the Agreement. (Def. Res., Ex. C, Aff. of Sam Apostle at

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