contractual clause in Maryland

2007Although the court found that the contractual clause at issue was invalid as a penalty, the court nonetheless explained the distinction between mitigation of damages and liquidated damages, stating as follows: "[M]itigation of damages is a doctrine of the law of court-assessed damages, while the point of a liquidated-damages clause is to substitute party assessment; and that point is blunted, and the certainty that liquidated-damages clauses are designed to give the process of assessing damages impaired, if a defendant can force the plaintiff to take less than the damages specified in the clau

2007Although the court found that the contractual clause at issue was invalid as a penalty, the court nonetheless explained the distinction between mitigation of damages and liquidated damages, stating as follows: “[M]itigation of damages is a doctrine of the law of court-assessed damages, while the point of a liquidated-damages clause is to substitute party assessment; and that point is blunted, and the certainty that liquidated-damages clauses are designed to give the process of assessing damages impaired, if a defendant can force the plaintiff to take less than the damages specified in the clau

2020Parler argued that for “public policy reasons,” this Court should find that Parler could not be liable for contribution under the UCATA because to allow such a claim would “open Pandora’s box by providing a third party with the right to interfere in the sacred attorney-client relationship.” Id. at 683 .

2020Red Coats argues that the Court of Special Appeals correctly relied upon Parler & Wobber v. Miles & Stockbridge, P.C., 359 Md. 671 (2000), in reaching its holding that the contractual defense of waiver of subrogation did not bar Red Coats’ claim for contribution.

2020First, the Court of Special Appeals attempted to distinguish the contractual waiver defense by explaining that “immunity and contributory negligence arise from the wrongdoing itself[,]” quoting Valk, 317 Md. at 197 n.16,20 whereas, “[b]y contrast, the waiver of subrogation here stems from a contractual agreement formed long before the harm occurred.” Gables Constr., Inc., 241 Md.

2020First, the Court of Special Appeals attempted to distinguish the contractual waiver defense by explaining that “immunity and contributory negligence arise from the wrongdoing itself[,]” quoting Valk, 317 Md. at 197 n.16,20 whereas, “[b]y contrast, the waiver of subrogation here stems from a contractual agreement formed long before the harm occurred.” Gables Constr., Inc., 241 Md.

2018Mount Vernon Props., LLC v. Branch Banking & Trust Co. , 170 Md.

2011Corp., 268 Md. 549, 555 , 302 A.2d 604 (1973). “ ‘[Although a party may waive a provision included in a contract for that party’s sole benefit, a party cannot waive a contractual requirement that benefits both sides to the transaction.’ ” Cattail Assoc., Inc. v. Sass, 170 Md.App. 474, 500 , 907 A.2d 828 (2006) (quoting Citadel Equity Fund Ltd. v. Aquila, Inc., 371 F.Supp.2d 510, 520 (S.D.N.Y.2005)).

2011Corp., 268 Md. 549, 555 , 302 A.2d 604 (1973). “ ‘[Although a party may waive a provision included in a contract for that party’s sole benefit, a party cannot waive a contractual requirement that benefits both sides to the transaction.’ ” Cattail Assoc., Inc. v. Sass, 170 Md.App. 474, 500 , 907 A.2d 828 (2006) (quoting Citadel Equity Fund Ltd. v. Aquila, Inc., 371 F.Supp.2d 510, 520 (S.D.N.Y.2005)).

2011Corp., 268 Md. 549, 555 , 302 A.2d 604 (1973). “ ‘[Although a party may waive a provision included in a contract for that party’s sole benefit, a party cannot waive a contractual requirement that benefits both sides to the transaction.’ ” Cattail Assoc., Inc. v. Sass, 170 Md.App. 474, 500 , 907 A.2d 828 (2006) (quoting Citadel Equity Fund Ltd. v. Aquila, Inc., 371 F.Supp.2d 510, 520 (S.D.N.Y.2005)).

2011Corp., 268 Md. 549, 555 , 302 A.2d 604 (1973). “ ‘[Although a party may waive a provision included in a contract for that party’s sole benefit, a party cannot waive a contractual requirement that benefits both sides to the transaction.’ ” Cattail Assoc., Inc. v. Sass, 170 Md.App. 474, 500 , 907 A.2d 828 (2006) (quoting Citadel Equity Fund Ltd. v. Aquila, Inc., 371 F.Supp.2d 510, 520 (S.D.N.Y.2005)).

2011Id. at 76 , 106 A.2d at 53 .

2011Id. at 76 , 106 A.2d at 53 .

2011In cases sounding in contract such as the one before us, the reasonableness of an attorneys’ fee award is to be measured using the factors in Rule 1.5(a) of the Maryland Lawyers’ Rules of Professional Conduct. 5 “Courts should use the factors set forth in Rule 1.5 as the foundation for analysis of what constitutes a reasonable *402 fee when the court awards fees based on a contract entered by the parties authorizing an award of fees.” Monmouth, 416 Md. at 336-337 , 7 A.3d 1 .

2011In cases sounding in contract such as the one before us, the reasonableness of an attorneys’ fee award is to be measured using the factors in Rule 1.5(a) of the Maryland Lawyers’ Rules of Professional Conduct. 5 “Courts should use the factors set forth in Rule 1.5 as the foundation for analysis of what constitutes a reasonable *402 fee when the court awards fees based on a contract entered by the parties authorizing an award of fees.” Monmouth, 416 Md. at 336-337 , 7 A.3d 1 .

2008In this case, we hold, consistent with federal caselaw, that a non-signatory of an applicable arbitration contract can enforce an arbitration clause under the doctrine of equitable estoppel when the signatory’s claims against the non-signatory rely on the written agreement. 7 *63 Applying the doctrine of equitable estoppel to the case at bar, we find that, because the Schueles’ “entire case hinges on its asserted rights under the ... contract,” International Paper Co., 206 F.3d at 418 , they are estopped from refusing to arbitrate with Case.

2007Even the Majority recognizes and correctly points out, “that one of the most difficult and perplexing inquiries encountered in the construction of written agreements is determining whether a contractual clause should be regarded as a valid and enforceable liquidated damages provision or as a penalty[,] ... and that if there is doubt whether a contract provides for a liquidated damages or penalty, the provision will be construed as a penalty.” 401 Md. at 510 , 933 A.2d at 390 (internal quotations and citations omitted).

2006Ledingham v. Bayless, 218 Md. 108, 116 , 145 A.2d 434 (1958); Tyler v. Capitol Indem.

2006Ledingham v. Bayless, 218 Md. 108, 116 , 145 A.2d 434 (1958); Tyler v. Capitol Indem.

2006Id. at 638 , 519 A.2d 743 .

2006Id. at 638 , 519 A.2d 743 .

2005Black’s Law Dictionary 996 (7th ed.1999) defines mediation as “a method of nonbinding dispute resolution involving a neutral third party who tries to help the disputing parties reach a mutually agreeable solution.” Contractor supports its position that the contractual clause is an arbitration clause by reliance on Nelley v. Mayor and City Council of Baltimore, supra, 224 Md. 1 , 166 A.2d 234 , and Mayor and City Council of Baltimore v. Allied Contac-tors, Inc., supra, 236 Md. 534 , 204 A.2d 546 .

2005Black’s Law Dictionary 996 (7th ed.1999) defines mediation as “a method of nonbinding dispute resolution involving a neutral third party who tries to help the disputing parties reach a mutually agreeable solution.” Contractor supports its position that the contractual clause is an arbitration clause by reliance on Nelley v. Mayor and City Council of Baltimore, supra, 224 Md. 1 , 166 A.2d 234 , and Mayor and City Council of Baltimore v. Allied Contac-tors, Inc., supra, 236 Md. 534 , 204 A.2d 546 .

2005Black’s Law Dictionary 996 (7th ed.1999) defines mediation as “a method of nonbinding dispute resolution involving a neutral third party who tries to help the disputing parties reach a mutually agreeable solution.” Contractor supports its position that the contractual clause is an arbitration clause by reliance on Nelley v. Mayor and City Council of Baltimore, supra, 224 Md. 1 , 166 A.2d 234 , and Mayor and City Council of Baltimore v. Allied Contac-tors, Inc., supra, 236 Md. 534 , 204 A.2d 546 .

2005Black’s Law Dictionary 996 (7th ed.1999) defines mediation as “a method of nonbinding dispute resolution involving a neutral third party who tries to help the disputing parties reach a mutually agreeable solution.” Contractor supports its position that the contractual clause is an arbitration clause by reliance on Nelley v. Mayor and City Council of Baltimore, supra, 224 Md. 1 , 166 A.2d 234 , and Mayor and City Council of Baltimore v. Allied Contac-tors, Inc., supra, 236 Md. 534 , 204 A.2d 546 .

2002Cf. Allfirst, 140 Md.App. at 372 , 780 A.2d 440 (noting that, if the Legislature wanted to prohibit certain conduct under a statute, “it would have said so.”) *582 Congress enacted a comprehensive federal scheme for the protection of pension plan participants and their beneficiaries (“ERISA”).

2002Cf. Allfirst, 140 Md.App. at 372 , 780 A.2d 440 (noting that, if the Legislature wanted to prohibit certain conduct under a statute, “it would have said so.”) *582 Congress enacted a comprehensive federal scheme for the protection of pension plan participants and their beneficiaries (“ERISA”).

2001Truck Center Corp. v. General Motors Corp., 67 Wash.App. 539 , 837 P.2d 631, 634 (1992) (citing Glesener v. Balholm, 50 Wash.App. 1 , 747 P.2d 475 (1987)).

2001Truck Center Corp. v. General Motors Corp., 67 Wash.App. 539 , 837 P.2d 631, 634 (1992) (citing Glesener v. Balholm, 50 Wash.App. 1 , 747 P.2d 475 (1987)).

1996The cases cited by the Court, National Union Bank v. National Mechanics’ Bank, supra, 80 Md. 371 at 386 , 30 A. 913 ; Glenn v. Gill, supra, 2 Md. at 15; and McCulloh v. Dashiell’s Administrator, supra, 1 H. & G. 96 , relate only to the marshalling of assets concept.

1996The cases cited by the Court, National Union Bank v. National Mechanics’ Bank, supra, 80 Md. 371 at 386 , 30 A. 913 ; Glenn v. Gill, supra, 2 Md. at 15; and McCulloh v. Dashiell’s Administrator, supra, 1 H. & G. 96 , relate only to the marshalling of assets concept.

1996The cases cited by the Court, National Union Bank v. National Mechanics’ Bank, supra, 80 Md. 371 at 386 , 30 A. 913 ; Glenn v. Gill, supra, 2 Md. at 15; and McCulloh v. Dashiell’s Administrator, supra, 1 H. & G. 96 , relate only to the marshalling of assets concept.

1996The cases cited by the Court, National Union Bank v. National Mechanics’ Bank, supra, 80 Md. 371 at 386 , 30 A. 913 ; Glenn v. Gill, supra, 2 Md. at 15; and McCulloh v. Dashiell’s Administrator, supra, 1 H. & G. 96 , relate only to the marshalling of assets concept.