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REPORTED IN THE COURT OF SPECIAL APPEALS OF MARYLAND

No. 01309 September Term, 2010 ______________________________________

RICHARD RAMLALL v. MOBILEPRO CORP, et al. ______________________________________ Woodward, Wright, Matricciani,

JJ. ______________________________________ Opinion by Matricciani, J. ______________________________________ Filed: October 28, 2011

On June 4, 2009 appellant, Richard Ramlall, filed a complaint against appellees, MobilePro Corp. and CloseCall America, Inc., in the Circuit Court for Montgomery County seeking damages of $144,999.99 for breach of contract. On May 18, 2010 the circuit court granted MobilePro's motion for summary judgment, and following a bench trial on July 14, 2010 the circuit court granted CloseCall's motion for judgment. Ramlall presents two questions for our review, which we have rephrased as follows: I. Did the circuit court err in granting MobilPro's motion for summary judgment? II. Did the circuit court err in granting CloseCall's motion for judgment? For the reasons set forth below, we affirm the judgment of the circuit court as to MobilePro, and vacate the judgment of the circuit court as to CloseCall and remand for further proceedings consistent with this opinion. FACTUAL AND PROCEDURAL HISTORY The Parties There are three parties to this case: appellant Richard Ramlall, appellee MobilePro Corp., a Delaware Corporation ("MobilePro"), and appellee CloseCall America, Inc., a Delaware corporation ("CloseCall (DE)") . Two other corporations play a role. MVCC Acquisition Corp.is a Delaware corporation ("MVCC") and a wholly owned subsidiary of MobilePro. CloseCall America, Inc. ("CloseCall (MD)") was a Maryland corporation and is Ramlall's former employer. MVCC and CloseCall (MD) merged in October of 2009, and the surviving corporation assumed the name CloseCall (DE) and remained a subsidiary of MobilePro.

The Billing Dispute In 2002 CloseCall (MD) hired Ramlall to negotiate a billing dispute among CloseCall (MD), Verizon Maryland Inc., and Verizon New Jersey Inc. (collectively "Verizon"). The record does not reveal the details of the dispute, but it seems that Verizon and CloseCall (MD) entered into various arrangements under which Verizon provided telecommunication services and facilities to CloseCall (MD). At some point, Verizon began billing CloseCall (MD) for "voice services" that CloseCall (MD) claimed it had not received. Litigation between the parties followed, and CloseCall (MD) also filed a complaint against Verizon with the Maryland Public Service Commission. Ramlall assisted CloseCall (MD) by preparing and responding to interrogatories, collecting and investigating prior bills, and advising CloseCall (MD) based on his experience as a former employee of Verizon. As a result of the billing dispute, CloseCall (MD) withheld monies from Verizon's monthly bills that accumulated to $2,209,866. Verizon sued CloseCall (MD) to recover that amount and CloseCall (MD) filed counterclaims. The two eventually negotiated a settlement whereby CloseCall (MD) would pay Verizon between $750,000 and $800,000, Verizon would waive its claims to $1,459,886 of the withheld monies, and CloseCall (MD) would waive its counterclaims and stipulate to a dismissal with prejudice of its complaint before the Public Service Commission. Ramlall was one of the lead negotiators during this settlement process, along with former CloseCall (MD) employees Tom Mazerski and Greg Van Allen. CloseCall (MD)
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and Ramlall initially agreed to an hourly rate of $110 for Ramlall's compensation. At a certain point in the billing dispute, Ramlall began working more billable hours than CloseCall (MD) could afford to pay him. CloseCall (MD) advised Ramlall that it was capping his billable time at twenty hours per week and instructed him to keep track of any additional hours he worked. The parties later negotiated a contingent "bonus" fee to be divided equally by Ramlall, Mazerski, and Van Allen. The Merger Before Ramlall could collect his fee, CloseCall (MD) merged with MVCC and subsequently dissolved.1 MVCC incorporated in Delaware on August 4, 2004. MVCC was a wholly owned subsidiary of MobilePro and was created for the express purpose of merging with CloseCall.2 On August 31, 2004 MobilePro, MVCC, and CloseCall (MD) entered into an Agreement and Plan of Merger ("merger agreement"). The parties amended the merger agreement on September 1, 2004. Amended section 1.2 provides Ramlall asserts that MVCC is a Maryland corporation that dissolved on October 14, 2004. Ramlall's theory is that CloseCall (MD) merged with the Maryland version of MVCC, and the October 14, 2004 dissolution of this Maryland corporation effectively dissolved CloseCall (DE). Ramlall argues that because of this procedural error in the merger scheme, MobilePro is liable for the debts of the unincorporated CloseCall (DE). Ramlall is mistaken about the corporations involved in the merger. There was an MVCC Acquisition Corp. incorporated in Maryland, but it was not involved in these proceedings. That MVCC Acquisition Corp., incorporated in Maryland on August 30, 2004 and subsequently dissolved on October 14, 2004, played no part in this case. This method of acquisition is known as a "forward triangular merger." Under this scheme, the buyer (here, MobilePro) creates an acquisition subsidiary (here, MVCC). The target (here, CloseCall (MD)) then merges into the acquisition subsidiary. After the merger, the target dissolves and the merged acquisition subsidiary remains. W. Fletcher, 14A Cyclopedia of the Law of Corporations

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