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REPORTED

IN THE COURT OF SPECIAL APPEALS OF MARYLAND

No. 5999 SEPTEMBER TERM, 1998

JOHN P. VENNERS

v.

HENRY H. GOLDBERG

Byrnes, Fischer, (Retired, specially assigned) Smith, (Retired, specially assigned) JJ.

Opinion by Byrnes, J.

Filed: August 30, 2000 John P. Venners, appellant, challenges the grant of summary judgment by the Circuit Court for Montgomery County, in favor of Henry H. Goldberg, appellee, on Goldberg's action for monies due on a sealed promissory note. He poses two questions for review,

which we have combined and rephrased: Did the lower court err in determining that there was no genuine dispute of material fact as to whether there was a failure of consideration?

FACTS
Venners executed a promissory note ("Note") in which, over a three month period, he agreed to pay Goldberg $150,000 plus interest. The Note was dated "as of April 10, 1990," and was It reads, in pertinent part:

signed by Venners under seal.

FOR MONEY RECEIVED, the undersigned JOHN P. VENNERS,...(Maker), promises to pay to the order of HENRY H. GOLDBERG,...(Payee), the principal sum of ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000.00), together with interest...until the principal amount is paid in full.... Payment Terms: A first payment of $50,000.00 shall be due and payable on May 10, 1990. A second payment of $50,000.00 shall be due and payable on June 11, 1990. The entire outstanding principal balance and interest accrued thereon shall be due and payable on July 10, 1990. On May 10, 1990, Venners paid Goldberg $25,000. further payments. More than six years later, on November 20, 1996, Goldberg He made no

sued Venners for monies due on the Note, in the Circuit Court for Montgomery County. filed an answer, On January 6, 1997, after Venners had moved for summary judgment. He

Goldberg

asserted that, on the undisputed facts, the terms of the Note were unambiguous, Venners was in default, and he (Goldberg) was entitled to judgment in the amount of the monies due and owing, as a matter of law. Venners opposed the motion for summary judgment. He argued

that there was a genuine dispute of material fact with respect to whether there had been a failure of that consideration. he had signed He the

submitted

an

affidavit

acknowledging

Note, but stating that the consideration for the Note was to have been the assignment or transfer to him of Goldberg's

interest in a particular limited partnership, which had not been given or received. He also attested that the Note had been

signed by him on June 12, 1990, not on April 10, 1990, and that the May 10, 1990 payment had been made on another debt. On May 13, 1997, the lower court heard oral argument on the motion for summary judgment. At the conclusion of the hearing,

the court granted the motion, explaining: Mr. Venners acknowledges that he signed the note, but says that he did not receive any consideration for it and he executed the same only on the basis of relations of friendship and good will.... It is a note under seal which states `For monies received'; and the allegations are that $25,000.00 was received a month later pursuant to that.

I don't think there is a material dispute...[A]s to the terms and conditions of this note, I think Mr. Goldberg is entitled to summary judgment, and I will grant the plaintiff's motion for summary judgment on the promissory note in the amount of $125,000.00 plus interest and reasonable attorneys' fees as specified in the note. The court issued a memorandum order granting the motion for summary judgment. The order, which was docketed on May 23,

1997, provided that judgment was granted for the principal sum of $125,000, and for interest and fees. those amounts, however. On June 2, 1997, Venners filed a motion for reconsideration. On June 20, 1997, Goldberg filed a motion for entry of monetary judgment, requesting entry of a judgment specifying the amounts of interest and fees awarded. On July 21, 1997, the court denied Venners' motion for It did not specify

reconsideration. of appeal.

On August 20, 1997, Venners filed his notice

The circuit court did not rule on Goldberg's motion for entry of monetary judgment before Venners noted his appeal. On

May 8, 1998, the parties filed a joint motion to correct and supplement the record and to remand the case to the circuit court with a stay of appeal pending that court's decision on the motion for entry of monetary judgment. This Court dismissed the

appeal and remanded the case to the Circuit Court for Montgomery County. Thereafter, on October 21, 1998, the circuit court

entered judgment in favor of Goldberg and against Venners for $248,010.99. This appeal followed.

STANDARD OF REVIEW
In judgment, reviewing our task a is trial to court's decide ruling granting is a summary genuine

whether

there

dispute of material fact and, if not, whether the lower court's ruling is legally correct. 273 Md. 1, 8 (1974); Lynx, Inc. v. Ordnance Prod., Inc., Drilling Co. v. Mach I Ltd.

McKinney

Partnership, 32 Md. App. 205, 209 (1976). To defeat a motion for summary judgment, the party opposing the motion must present admissible evidence of a genuine dispute of material fact. Tennant v. Shoppers Food Warehouse Md. Corp.,

115 Md. App. 381, 386 (1997); Bagwell v. Peninsula Regional Med. Ctr., 106 Md. App. 470, 488 (1995), cert. denied, 341 Md. 172 (1996); Commercial Union Ins. Co. v. Porter Hayden Co., 97 Md. App. 442, 451 (1993), vacated on other grounds, 339 Md. 150 (1995). A material fact is one that will somehow affect the Goodwich v. Sinai Hosp. of Baltimore,

outcome of the case.

Inc., 343 Md. 185, 206 (1996); King v. Bankerd, 303 Md. 98, 111 (1985). material A party may not establish the existence of a dispute of fact through general allegations or formal denials.

Bagwell, 106 Md. App. at 488; Seaboard Surety Co. v. Richard F. Kline, Inc., 91 Md. App. 236, 243 (1992). Rather, the facts must

be presented "in detail and with precision...," Goodwich, 343 Md. at 207, in order to enable the trial court to rule on their materiality. Beatty v. Trailmaster Products, Inc., 330 Md. 726,

738 (1993); Bagwell, 106 Md. App. at 489.

DISCUSSION
Venners contends that the lower court erred in granting summary judgment because there was a genuine dispute of material fact over whether he had received consideration that had been promised in exchange for his promise to pay under the Note. He

argues that, contrary to the reasoning of the lower court, the defense of failure of consideration was not precluded by the presence of a seal on the Note or by the language of the Note. Goldberg responds that the presence of a seal on the Note and the words, "For money received", each established that

consideration had been given; that Venners was precluded from introducing parol evidence to prove the contrary; and,

therefore, the lower court correctly determined that there was no genuine dispute of material fact on the issue of

consideration and that he (Goldberg) was entitled to judgment as a matter of law. The Note in this case is a negotiable instrument under the Uniform Commercial Code ("UCC"), as codified in Md. Code (1975, 1997 Repl. Vol.),

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