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REPORTED IN THE COURT OF SPECIAL APPEALS OF MARYLAND No. 2611 September Term, 2002

RICHARD T. ROSS v.

AMERICAN IRON WORKS, ET AL.

Davis, Sonner, Eyler, Deborah S., JJ.

Opinion by Davis, J.

Filed: October 30, 2003

Appellant Richard T. Ross filed complaints in the Circuit Court for Prince George's County against his co-partner appellee Philip Savopoulos, their partnership, appellee Inwood Associates (Inwood), and appellee American Iron Works (AIW) on August 27, 2001. In his complaint against Savopoulos, appellant requested a

judicial dissolution of Inwood, an accounting of its assets, and a sale of the partnership's property. Appellant, asserting his

rights as a former shareholder of AIW, alleged that he had not received payment for his 270 shares that were purchased through a merger between AIW and AIW Holdings Inc. on September 7, 1999. AIW

filed a motion to dismiss on November 13, 2001 and Savopoulos and Inwood filed an Answer on November 30, 2001. Motion for Summary Judgment on December AIW then filed a 31, 2001. Upon

Savopoulos's motion, the trial judge (Casula, J.) was specially assigned and, additionally, the two cases were consolidated by an order dated February 12, 2002. After a period of discovery,

Savopoulos and Inwood filed their own Motion for Summary Judgment on October 31, 2002. Appellant timely responded to both motions

and, on November 18, 2002, the motions were argued before the trial judge. On December 20, 2002, the trial judge granted summary Appellant timely noted

judgment in favor of all of the appellees. an appeal on January 10, 2003.

Appellant presents two questions for our review, which we rephrase as follows:

- 2 I. Did the trial court err by granting summary judgment in favor of Savopoulos and Inwood? Did the trial court err by granting summary judgment in favor of AIW?

II.

We answer the first question in the affirmative and the second question in the negative. Accordingly, we shall reverse in part

and affirm in part the judgment of the trial court and remand for proceedings consistent with this opinion.

FACTUAL BACKGROUND
Prior to 1986, appellant and Savopoulos were involved in several inter-related business entities. They were partners in P&R Properties (P&R), a partnership that owned an improved parcel of land located at 900 Evarts Street in Northeast Washington, D.C. (Evarts Street Property). Appellant and Savopoulos, along with a

third individual, were shareholders in AIW, a Maryland corporation that was involved in the business of fabricating and installing metal products for construction projects in the Washington, D.C. area. In addition to being shareholders, they held positions on Appellant and Savopoulos

the board of directors and as officers.

were also shareholders in Milestone Industries, Inc. (Milestone), another Maryland corporation, which provided management services to AIW. On December 1, 1986, appellant and Savopoulos entered into a Partnership Agreement (Agreement) to form Inwood, a new partnership

- 3 in which they were equal partners. Inwood acquired several parcels of By virtue of the Agreement, real property as well as

equipment used in the metal fabrication process.

On December 29,

1986, Inwood purchased 68,925 square feet of improved land located at 3201 Kenilworth Avenue, Bladensburg in Prince George's County, Maryland (Inwood Property). Inwood then entered into a Commercial

Lease Agreement with AIW, on January 1, 1987, to lease the Inwood Property for AIW's use. Milestone and AIW entered into a

Management Agreement on March 20, 1987, whereby Milestone would provide management services such as marketing, bidding, and

supervising for AIW's business. After the formation of Inwood, the business conducted by appellant and Savopoulos consisted of three inter-related entities: Inwood owned the land and equipment, AIW provided the labor for the fabrication and installation of the metal products, and Milestone oversaw the management aspects of AIW's business. In late 1995, the business relationship between appellant and Savopoulos began to sour. On December 7, 1995, a special meeting

of AIW shareholders was held that resulted in appellant's removal from the board of directors and as an officer of AIW.

Additionally, the new directors of AIW terminated the Management Agreement with Milestone. The Commercial Lease between Inwood and AIW expired on

December 31, 1995 and was renewed via a Rider made effective on the

- 4 same day for a period of three years. $6,500. The monthly rent was set at

Savopoulos signed the Rider acting as both a general

partner for Inwood and president of AIW. Savopoulos informed appellant, in a letter dated January 5, 1996, that Citizens Bank, the holder of the note on the Inwood Property, was preparing to foreclose on the property because payments were past due. Savopoulos stated in the letter that he

would be willing to personally guarantee up to fifty percent of the loan. On January 19, 1996, correspondence from Citizens Bank

indicated an offer to extend the maturity date of the loan for a period of six months from the original due date of December 15, 1995. The extension was contingent upon appellant and Savopoulos Appellant

each personally guaranteeing fifty percent of the loan. signed the correspondence. not appear on the document.

Savopoulos's signature, however, does Inwood was informed by counsel for

Citizens Bank on February 8, 1996 that foreclosure proceedings had commenced on the Inwood Property. To avoid foreclosure, appellant, Savopoulos, and Inwood agreed to pay the entire amount of the loan in late March 1996. Appellant, Savopoulos, and Inwood paid

$180,000, $170,000, and $18,225.73, respectively, to pay off the loan on the Inwood Property. In a letter dated March 20, 1996, Savopoulos, as president of AIW, informed appellant that Inwood had defaulted on a promissory note, dated January 18, 1986 and secured by a deed of trust in the

- 5 land records of Prince George's County on February 23, 1996. Counsel for appellant responded the next day in a letter asserting that appellant had no knowledge of any such promissory note or deed of trust. On August 25, 1999, the Board of Directors for AIW approved a cash for stock merger between AIW and AIW Holdings, Inc., a Delaware corporation. On September 7, 1999, the shareholders of

AIW approved the Merger Agreement. Appellant, who was present with counsel when the vote was taken, voted against the Merger to

Agreement.

His

voting

shares,

however,

were

insufficient

overcome the two-thirds majority. objections at the meeting.

Appellant also filed written

The Merger Agreement provided that AIW

Holdings, Inc. would become the "merged corporation" and that AIW would continue its corporate existence as the "successor

corporation."

Pursuant to the terms of the Merger Agreement, all

of the capital stock held in AIW immediately prior to the merger would be "cancelled and cease to exist." The holder of such

capital stock would then be entitled to $2,583.33 per share as compensation. The compensation would be paid over the course of Under the

ten years in ten equal installments without interest.

terms of the Merger Agreement, appellant, who owned 270 shares at the time of the merger, was entitled to $679,499.10 over ten years in equal installments without interest. The State Department of

- 6 Assessments and Taxation (SDAT) approved the Merger Agreement on September 8, 1999. By letter dated September 23, 1999, appellant informed AIW that he formally objected to the merger for two reasons. First, he

claimed that the amount of compensation was inadequate because the $2,583.33 per share was well below the fair market value of his capital stock. Appellant also contended that the ten-year pay-out

plan without interest further devalued the compensation for his shares. On August 27, 2001, appellant filed a complaint against Savopoulos and Inwood.1 In the complaint, Count I alleged that a

judicial dissolution of Inwood was necessary due to the hopeless deadlock between the two parties and Savopoulos's "aggressive actions" toward Ross that negatively affected Inwood's business. Counts II and III requested that the lower court order an

accounting and sale of all of the partnership property.

On the

This was the latest in a series of lawsuits between appellant and appellees. On November 27, 1995, appellant filed a complaint against AIW to enjoin the impending shareholders meeting on December 7, 1995. The request for the injunction was denied. On March 8, 1996, appellant filed a complaint against Savopoulos in his capacity as a shareholder of AIW. The two cases were consolidated and ultimately dismissed by the trial judge on August 2, 2001. Appellant filed another lawsuit on behalf of Milestone against AIW on March 8, 1996. That case was also dismissed by the trial judge on August 2, 2001. The trial judge who presided over the three previous cases presided over the instant proceedings. In 1996, Savopoulos filed an action requesting dissolution of Inwood. From the record before us, it appears that his complaint was ultimately dismissed for lack of prosecution.

1

- 7 same day, appellant also initiated an action against AIW, alleging that appellant had not been compensated for his 270 shares of capital stock in accordance with the Merger Agreement between AIW and AIW Holdings, Inc. Appellant requested judgment for $2,583.33

per share for his 270 shares or $679,499.10, plus interest from September 7, 1999. After appellees were served with process in middle to late October 2001, they filed their respective responsive pleadings. AIW filed Motions to Dismiss and for Sanctions on November 13, 2001. Savopoulos and Inwood filed their Answer to Complaint and

Counterclaim on November 30, 2001. The counterclaim requested that a judicial dissolution be granted in favor of Savopoulos because of alleged wrongdoings by appellant towards Inwood. On December 31,

2001, AIW filed a Motion for Summary Judgment, to which appellant responded on January 2, 2002. By an order dated February 12, 2002, the trial judge was specially assigned and appellant's cases against Savopoulos, After

Inwood, and AIW were consolidated into a single proceeding.

a period of discovery, Savopoulos and Inwood filed a Motion for Summary Judgment on October 31, 2002. Appellant responded, on

November 15, 2002, with a Motion in Opposition to the Motion for Summary Judgment. On November 18, 2002, the motions for summary After holding

judgment came before the trial judge for argument.

the motions under advisement, the trial judge issued his rulings on

- 8 December 20, 2002. The trial judge granted the Motion for Summary He also ordered that

Judgment filed by Savopoulos and Inwood.

Inwood be dissolved and that Savopoulos be permitted to possess and control the partnership's assets and business. He further ordered

an accounting of Inwood's assets and liabilities, including "real property wrongfully appropriated from the partnership by

[appellant]."

Appellant was required to produce all records to

assist in the accounting, including any records pertaining to the Evarts Street Property and any partnership funds in his possession and control. Savopoulos was ordered to post a bond in the amount Finally, the trial judge

of appellant's partnership interest.

granted AIW's Motion for Summary Judgment. This appeal followed.

LEGAL ANALYSIS
Before we address the substantive issues in this matter, we must consider a preliminary issue regarding the manner in which the trial judge rendered his decision. Appellant alleges that the

grant of summary judgment in favor of appellees was improper because the trial judge failed to set forth any reasons supporting his decision in the December 20, 2002 order. Appellee counters

that a trial judge is not necessarily required to state the reasoning in support of a grant of summary judgment and a reviewing

- 9 court may affirm the grant if the reasons are readily apparent from the record. It is well settled that, "`[i]n appeals from grants of summary judgment, Maryland appellate courts, as a general rule, will consider only the grounds upon which the [trial] court relied in granting the summary judgment.'" Lovelace v. Anderson, 366 Md.

690, 695 (2001)(quoting PaineWebber v. East, 363 Md. 408, 422 (2001)). Ordinarily, we are not permitted to "`speculate'" as to Lovelace, 366 Md. at 695 (quoting Here,

the trial judge's reasoning.

Gresser v. Anne Arundel County, 349 Md. 542, 552 (1998)).

our review of the trial court's grant of summary judgment in favor of appellees is made more difficult by the failure of the trial judge to state any grounds for his decision. Citing Bond v. NIBCO,

96 Md. App. 127, 133 (1993), we observed in Williams v. Prince George's County, 112 Md. App. 526, 538-39 (1996): It would certainly be preferable to have before us the basis for the circuit court's order. This would not only give us the benefit of the circuit court's reasoning as to why summary judgment was proper but also make it clear whether the lower court found any of the asserted grounds lacked merit, i.e., did not support the grant of summary judgment. In the absence of any such discussion, we must assume that the circuit court carefully considered all of the asserted grounds and determined that all or at least enough of them as to merit the grant of summary judgment were meritorious. More to the point, we are required, under the circumstances extant, to review each count of appellant's complaints, the

- 10 arguments of the parties and the evidence in the record to

determine whether any one of the arguments advanced by the moving parties would be "a legally correct and factually sufficient basis for the judgment." Magee v. Dansources Technical Svcs., Inc., 137 In an exercise of our discretion,

Md. App. 527, 548 (2001).

therefore, we decline to reverse the grant of summary judgment on the basis of the lower court's failure to set forth its reasoning, but rather, we shall address the substantive issues regarding the propriety of the court's ruling.

I
Appellant claims that Savopoulos and Inwood failed to meet their burden to show that there was no genuine dispute as to any material fact regarding the dissolution of the partnership in favor of Savopoulos. Savopoulos and Inwood, however, assert that they

met their burden by showing evidence of appellant's wrongdoing concerning the partnership. A party to an action is entitled to summary judgment if "there is no genuine dispute as to any material fact and the party is entitled to judgment as a matter of law." Md. Rule 2-501(a). We

review a trial court's grant of summary judgment "to determine whether a dispute of material fact exists, and whether the trial court was `legally correct.'" Md. App. 268, 285-86 (2000). Thacker v. City of Hyattsville, 135 A material fact has been defined by

- 11 Maryland courts as "a fact the resolution of which will somehow affect the outcome of the case." Grimes v. Kennedy Krieger Inst.,

366 Md. 29, 72 (2001)(quoting King v. Bankerd, 303 Md. 98, 111 (1985)). We are required to consider any pleadings, motions,

depositions, and affidavits that were properly in the record before the trial court. Ashton v. Brown, 339 Md. 70, 79 (1995). In

reviewing these documents, we are mindful that all facts and reasonable inferences therefrom must be construed in favor of the non-moving party. Id. Ultimately, if any genuine dispute of

material fact exists, then summary judgment should not be granted and the case should proceed to trial. App. 47, 51 (1978). There is no dispute that Inwood is a Maryland partnership and, as a result, is governed by the provisions of the Maryland Uniform Partnership Act (UPA).2 See Md. Code (1999 Repl. Vol., 2003 See Delia v. Berkey, 41 Md.

As of December 31, 2002, the provisions of the UPA were superseded by the Maryland Revised Uniform Partnership Act (RUPA). See C.A.

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