UNREPORTED IN THE COURT OF SPECIAL APPEALS OF

UNREPORTED

IN THE COURT OF SPECIAL APPEALS

OF MARYLAND

No. 443

September Term, 2016

ESTATE OF JOHN L. JONES

JSC CONSULTING, INC., et al.

Meredith,

Friedman,

Beachley,

JJ.

Opinion by Beachley, J.

Filed: April 12, 2017

*This is an unreported opinion, and it may not be cited in any paper, brief, motion, or other

document filed in this Court or any other Maryland Court as either precedent within the rule of

stare decisis or as persuasive authority. Md. Rule 1-104.

– Unreported Opinion –

In this case we are asked to determine the validity of a deed (the “Deed”).

According to the Deed, Adrienne Jones (“Ms. Jones”), the personal representative of

decedent John L. Jones’s estate (the “Estate”), conveyed a 50% interest in real property

located at 1120 Shaffersville Road, Mount Airy in Howard County, Maryland (the

“Property”) to appellee, JSC Consulting, Inc. (“JSC”). Malcolm B. Kane Esq., appellant,

was thereafter appointed successor personal representative of the Estate. Appellant filed

suit on October 9, 2014, in the Circuit Court for Howard County seeking to quiet title to

the Property, arguing that the Deed was invalid. On March 21, 2016, after numerous

filings, including a counterclaim by JSC for breach of contract, the court held a bench trial.

On April 26, 2016, the trial court issued its Opinion and Order (the “Opinion”) in which it

concluded that: 1) the Deed was valid, and 2) that JSC could not advance its counterclaim

for breach of contract. Appellant timely appealed and raises four questions which we have

rephrased as: Did the trial court err in finding the Deed valid?

Finding no error, we affirm.

FACTS AND PROCEEDINGS

When John L. Jones died on September 3, 2007, his will appointed his daughter

Ms. Jones to be both personal representative of his Estate and Trustee of his Property. By

2011, the Property had fallen into disrepair, and property taxes were unpaid. In May of

Appellant’s “Questions Presented” do not match the “Argument” section of his

brief. Indeed, appellant’s brief provides numerous other challenges—a paucity of

references to Maryland law, incoherent arguments, and rhetorical questions. We have done

our best to address the issues appellant appears to present on appeal.

– Unreported Opinion –

2011, Badger LLC purchased a tax sale certificate on the Property for $114,019 and

thereafter filed suit to foreclose the equity right of redemption.

While the tax sale was pending, appellee Steve Commander (“Commander”) of JSC

approached Ms. Jones, offering to redeem the Property from the tax sale, and then put the

Property on the market in exchange for JSC receiving one-half of the Property’s value.

The parties do not dispute that JSC is a Delaware corporation that has never registered to

do business in Maryland, but do dispute whether JSC was permitted to take a 50% interest

in the Property pursuant to the Deed.

On June 21, 2012, Ms. Jones, acting as personal

representative, executed the Deed in which she granted a 50% interest in the Property to

JSC and kept the remaining 50% for the Estate. JSC and the Estate were to hold the

Property as tenants in common. The Deed stated that the consideration for granting this

interest was “No Dollars 00/100 ($.00).”

On August 10, 2012, Commander and the Estate, through Ms. Jones, entered into a

Joint Venture Agreement (“JVA”).

The JVA laid out the terms by which Commander

agreed to take the necessary steps to stop the tax foreclosure on the Property—including

Badger LLC ultimately decided to back out of the tax sale and not foreclose on the

right of redemption when it learned that the Property was not worth $114,019.

In his brief, appellant appears to challenge whether JSC was properly incorporated

in Delaware when it transacted with Ms. Jones. At trial, however, appellant stipulated that

at all relevant times JSC was properly incorporated in Delaware, and instead disputed

whether JSC was permitted to do business in Maryland.

Although Commander signed his own name rather than on behalf of JSC in the

JVA, appellant does not dispute that Commander acted on behalf of JSC for purposes of

the JVA.

– Unreported Opinion –

loaning funds to redeem the Property, if necessary. In exchange for these services, the

Estate agreed to sell the Property, or not block its sale, and pay Commander 50% of the net

equity from the sale.

By August 31, 2012, JSC had found a bona fide third party to purchase the Property,

and prepared to proceed to closing. That day, Ms. Jones called Commander and informed

him that she would not allow the closing because her children did not agree with the fact

that JSC would receive 50% of the proceeds from the sale. Commander contacted Classic

Settlements, the company responsible for closing, and learned that Ms. Jones intended to

proceed with closing, but was not planning on sharing 50% of the proceeds according to

the Deed.

In order to halt the sale, on September 6, 2012, Commander sent a letter to Classic

Settlements warning them not to close on the sale of the Property. Classic Settlements did

not close the deal, describing the transaction as “a disaster waiting to happen.” Thereafter,

JSC filed a claim against the Estate for $37,500 on September 12, 2012, in the Orphans’

Court for Howard County, presumably for 50% of the sale price it had obtained for the

Property. On September 26, 2012, Ms. Jones disallowed the claim.

On October 9, 2014, appellant

filed a complaint in the Circuit Court for Howard

County seeking to quiet title to the Property. JSC filed an answer on March 3, 2015,

The certification by the Register of Wills for Howard County states that appellant

was appointed as successor personal representative on June 27, 2013 to take effect on June

27, 2014. Neither party addressed this discrepancy below. We assume that appellant

became successor personal representative in 2013.

– Unreported Opinion –

followed by an amended answer on April 21, 2015, which included counterclaims for

declaratory relief to quiet title to the Property, breach of contract, and fraud. On March 21,

2016, the trial court held a bench trial. After hearing testimony and accepting evidence,

the court took the matter under advisement and asked the parties to prepare briefs on the

issue of whether a non-Maryland corporation not registered in Maryland can hold title to

property in Maryland. The trial court’s Opinion was filed on April 28, 2016.

The Opinion states that at the time the Deed and JVA were signed, Ms. Jones was

the personal representative and therefore had the authority to sign those documents. As to

appellant’s claims, the court found that the Deed was not voided for lack of consideration

because JSC pledged services in exchange for an interest in the Property. The court also

found that appellant produced no evidence of misrepresentation or fraud on the part of JSC

that would otherwise invalidate the Deed and JVA. Lastly, the court found that JSC did

not breach the JVA by not loaning funds to stop the tax sale because such a loan was not

necessary. As to JSC’s counterclaims, the court rejected all of them on the basis that JSC

could not maintain a cause of action in Maryland. Appellant timely noted an appeal.

Appellees did not note an appeal from the trial court’s order. In their brief,

appellees argue that the trial court erred in denying the counterclaim for breach of contract.

A party that seeks to “attack, modify, reverse, or amend a judgment . . . is required to appeal

or cross appeal from that judgment.” Geier v. Md. State Bd. of Physicians, 223 Md. App.

404, 428 (2015) (quoting Paolino v. McCormick & Co., 314 Md. 575, 579 (1989)).

Accordingly, we will not consider the propriety of the trial court’s dismissal of the

appellees’ counterclaims.

– Unreported Opinion –

STANDARD OF REVIEW

When reviewing a bench trial, “the appellate court will review the case on both the

law and the evidence. It will not set aside the judgment of the trial court on the evidence

unless clearly erroneous, and will give due regard to the opportunity of the trial court to

judge the credibility of the witnesses.” Md. Rule 8-131(c). “If there is any competent and

material evidence to support the factual findings of the trial court, those findings cannot be

held to be clearly erroneous.” L.W. Wolfe Enters., Inc. v. Md. Nat’l Golf, L.P., 165 Md.

App. 339, 343 (2005) (internal citations and quotation marks omitted), cert. denied, 391

Md. 579 (2006). Conclusions of law, however, we review de novo. Kunda v. Morse, 229

Md. App. 295, 303 (2016) (citing Banks v. Pusey, 393 Md. 688, 697 (2006)).

DISCUSSION

From what we are able to glean from appellant’s brief, appellant contends that the

trial court erred in finding the Deed valid for two reasons: 1) the Deed lacks consideration,

and 2) JSC is not allowed to own title to property in Maryland. We disagree with both

contentions and affirm the trial court’s decision.

Maryland Rule 8-504(a)(5) requires an appellate brief to contain a concise

statement of the applicable standard of review. Appellant failed to include the standard of

review in his brief.

– Unreported Opinion –

Consideration

In his brief, appellant first argues that the trial court erred in finding the Deed valid

when it stated that it conveyed an interest in the Property for “No Dollars 00/100 ($.00).”

Appellant explains that Ms. Jones “had no authority on a verbal undertaking – to convey

away to a stranger – whether corporate or individual – a one-half interest – in the property

of the estate for no consideration.” (Emphasis added). Appellant goes on to explain that

personal representatives do not have the power to make gifts other than at the direction of

the decedent.

The trial court’s Opinion found that “A deed is not voided by the fact that no

monetary consideration was paid, since here the Defendants had pledged services in

exchange for an interest in the property.” If there is any material evidence to support the

court’s factual findings, those findings cannot be said to be clearly erroneous. L.W. Wolfe

Enters., Inc., 165 Md. App. at 343. The “services” the trial court referenced are described

fully in Section 1.1 of the JVA. That section states,

[JSC] will negotiate, consult and coordinate with various parties to

stop the foreclosure process. This includes but is not limited to negotiating

fees that are due, loaning (if needed) [the Estate] the funds necessary to pay

all fees and taxes due to stop the foreclosure. In the event [JSC] needs to

loan [the Estate] the abovementioned funds, [JSC] will be reimbursed said

funds out of the sale of the property before any fees are charged to [the

Estate].

In addition to the clear language in the JVA, appellant introduced testimony that bolstered

the fact that the Deed was supported by consideration.

– Unreported Opinion –

Appellant’s first witness at trial was Lisa Bosse, a former attorney at Classic

Settlements who handled the cancelled sale in September of 2012. When appellant asked

her whether she had a problem with the Deed, Bosse testified, “Yes, we had a problem with

the Deed. . . . The prob -- part of the problem was the fact that it said there was no

consideration when there was, in fact, consideration. I mean, that’s a pretty significant part

of it for us.” Furthermore, during Bosse’s testimony, appellant introduced into evidence

several relevant e-mails from Classic Settlements. In an e-mail dated September 10, 2012,

William O’Connell of Classic Settlements wrote to Bosse that, “The deed is not valid

because it says it is for zero consideration. We know that is not true. It is actually for a

50% interest in the Property. And the Estate has not accounted for the sale of the 50%

interest.” Because of the ample evidence that the Estate conveyed a 50% interest in the

Property in exchange for JSC’s promise to remove the Property from the tax sale, the trial

court’s finding of extant consideration here was not clearly erroneous.

Although appellant cites to cases that state that a personal representative may not

make transfers without consideration, he provides no support for the proposition that a

promise to provide services does not constitute consideration. This is likely so because no

such support exists. “In Maryland either detriment to the promisor or benefit to the

promisee is sufficient valuable consideration to support a contract.” Shimp v. Shimp, 287

Md. 372, 385 (1980). Further, Maryland has long permitted the rendering of services to

constitute sufficient consideration for the granting of an interest in real property. See

Hanson v. Urner, 206 Md. 324, 334 (1955) (stating that, “the rule is thoroughly understood

– Unreported Opinion –

that an oral contract to devise real property in consideration of services rendered may be

established by parol evidence of witnesses who were not present at the making of the

contract.”).

Here, the JVA articulated that the appellees would stop the foreclosure process in

exchange for a 50% interest in the Property. “Generally, courts will not inquire into any

inherent disparity in the utility of a given exchange between the parties, but solely into its

voluntariness.” CAS Severn, Inc. v. Awalt, 213 Md. App. 683, 693 (2013) (internal

citations and quotations omitted). The trial court did not err when it concluded that the

Deed was supported by consideration and therefore valid.

Non-Registered Non-Maryland Corporations

The final issue appellant appears to raise is whether an unregistered foreign

corporation can hold title to property in Maryland. We note that Md. Code (1975, 2014

Repl. Vol.) § 7-203 of the Corporations and Associations Article (“CA”) requires a foreign

corporation to qualify before doing any intrastate business in Maryland. Corporations and

Associations § 7-205 requires a foreign corporation to maintain a resident agent, among

other things, in order to do business in Maryland. These sections, however, relate to

whether a corporation “does business” in Maryland because CA § 7-301 precludes a

foreign corporation which does business in Maryland from maintaining a suit, i.e. suing a

defendant, in certain circumstances.

Whether JSC “does business” in Maryland

The Court of Appeals has referred to “maintaining a suit” as the ability of the

corporation to “sue” a defendant. See Yangming Marine Transp. Corp. v. Revon Prod.

– Unreported Opinion –

sufficiently for it to maintain a suit does not impact whether it can hold an interest in

property. Instead, the applicable statute here is CA § 7-305 which states that, “The failure

of any foreign corporation to comply with any of the requirements of Subtitle 2

[Registration and Qualification of Corporation] of this title does not affect the validity of

any contract to which the corporation is a party.” Put simply, whether JSC is permitted to

maintain a suit in Maryland pursuant to an analysis of whether it “does business” in

Maryland does not affect the validity of its contract with the Estate. The Deed, therefore,

is not invalidated by JSC’s status as an unregistered foreign corporation.

JUDGMENT OF THE CIRCUIT

COURT FOR HOWARD COUNTY

AFFIRMED. COSTS TO BE PAID

BY APPELLANT.

U.S.A., Inc., 311 Md. 496, 502 (1988) (stating that, “Under this test, § 7-301 bars an

unqualified or unregistered foreign corporation from suing in Maryland courts only if the

corporation is doing such a substantial amount of localized business in this State that the

corporation could be deemed ‘present’ here.”).