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Chaplick v. Mao

United States District Court, D. Maryland

August 25, 2016

TREVOR CHAPLICK, Trustee for Canal Vista Trust, Plaintiff,
v.
JENG FEN MAO and CHIAYEE CHEW MAO, Defendants.

          MEMORANDUM OPINION

          THEODORE D. CHUANG, United States District Judge

         On February 26, 206,, the Court issued a Memorandum Opinion and Order granting the Motion for Partial Summary Judgment filed by Plaintiff Trevor Chaplick and denying the Cross-Motion for Summary Judgment filed by Defendants Jeng Fen Mao and Chiayee Chew Mao ("the Maos"). Pending before the Court is the Maos' Motion to Reconsider Grant of Partial Summary Judgmen..

         The relevant facts are set forth in the Court's February 26, 2016 Memorandum Opinion. See Mem. Op. at 2-9, ECF No. 82. In their Motion, the Maos offer two primary arguments in favor of reconsideraiion: (1) the Court improperly granted summary judgment after finding that the contract was ambiguous; and (2) the Court's ruling was inconsistent with the March 5, 2014 ruling by the Court (Grimm, J.) denying the parties' earlier cross-motions for summary judgmen,, in violation of the law of the case doctrine. For the reasons set forth below, the Motion is DENIED.

         DISCUSSION

         I. Legal Standard

         Because the Court's rulings on the motions for summary judgment did not result in final judgmen,, the Court construes the motion to reconsider as brought pursuant to Federal Rule of Civil Procedure 54(b). Under Rule 54(b), "any order or other decision, however designated, that adjudicates fewer than all the claims or the rights and liabilities of fewer than all the parties does not end the action as to any of the claims or parties and may be revised at any time before the entry of a judgment adjudicating all the claims and all the parties' rights and liabilities." Fed.R.Civ.P. 54(b). Reconsideration under Rule 54(b) is at the sound discretion of the district court. See Am. Canoe Ass'n, Inc. v. Murphy Farms, Inc., 326 F.3d 505, 555 (4th Cir. 2003). Although the Rule 54(b) standard is not as exacting as the Rule 59 and 60 standard, see Fayetteville Inv'rs v. Commercial Builders, Inc., 936 F.2d 1462, 1472 (4th Cir. 1991), revisiting earlier rulings is still "subject to the caveat that 'where litigants have once battled for the court's decision, they should neither be required, nor without good reason permitted, to battle for it again, '" Official Comm. of the Unsecured Creditors of Color Tile, Inc. v. Coopers & Lybrand, LLP, 322 F.3d 147, 167 (2d Cir. 2003) (quoting Zdanok v. Glidden Co., Durkee Famous Foods Div., 327 F.2d 944, 953 (2d Cir. 1964)).

         II. Ambiguous Contract

         The Maos first argue that the Court erred in granting summary judgment to Chaplick because, they assert, the Court found that the residential contract of sale relating to 13728 Canal Vista Court in Potomac, Maryland ("the Contract") was ambiguous. This argument fails for three reasons.

         First, the Maos misread the Court's ruling that Paragraph 13 of the Montgomery County Addendum ("Paragraph 13") did not eliminate the handwritten financing contingency terms in Paragraphs 9 and 10 of the Contract. The Court did not premise its ruling on a finding that the Contract was ambiguous. Rather, the Court's primary analysis "considered together" the various provisions within the four corners of the Contract and, without resorting to extrinsic evidence, determined that its conclusion was "the most reasonable interpretation that gives effect to all of these provisions" and that the Maos' interpretation that the financing contingency terms had been eliminated was "not plausible" and "cannot be reconciled" with other provisions within the Contract. Mem. Op. at 15-16. Thus, the Court implicitly concluded that the Contract was unambiguous and could be interpreted without consideration of extrinsic evidence. Id. The Court then proceeded to analyze an alternative basis for reaching the same conclusion: that if the Contract were viewed as ambiguous, the extrinsic evidence would lead to the same result. See Mem. Op. at 16 ("At a minimum, these provisions could reasonably be read two different ways, such that the Contract's financing contingency terms would be ambiguous")) (emphasis added)). Because the Court's ruling was not dependent on a finding of ambiguity, and the Court made no such finding, the Maos have not offered a basis to reconsider it.

         Second, although the Maos argue that a court may not grant summary judgment when a contract is ambiguous, the Court's only ruling resulting from its analysis of extrinsic evidence was the denial of the Maos' Cross Motion for Partial Summary Judgmen.. Only the Maos sought summary judgment on this issue, arguing that Paragraph 13 unambiguously eliminated the financing contingency provisions of Paragraphs 9-11. Thus, the Courtss ruling relating to Paragraph 13 was that the plain language of the Contract, even when combined with extrinsic evidence, did not warrant judgment in the Maos' favor. It did not grant judgment in favor of Chaplick based on its interpretation of this provision. See Mem. Op. at 18.

         Third, even to the extent that it would be appropriate to conclude that the Courtss grant of summary judgment in favor of Chaplick is implicitly based on its conclusions relating to Paragraph 13, and even if the Court's ruling were dependent on a finding of ambiguity, the Maos are incorrect in their claim that summary judgment can never be granted where the Court finds a contract to be ambiguous. The Maos rely for this proposition on Morrison v. Nissan Motor Co., 601 F.2d 139, 141 (4th Cir. 1979) ("[F]or the intent of the parties to an ambiguous contract is a question of fact which cannot properly be resolved on motions for summary judgment." (quoting Cram v. Sun Ins. Office, Ltd, 375 F.2d 670, 674 (4th Cir. 1967))). In both Morrison and Cram, however, the court did not stand on such a bright-line rule, but instead went on to analyze the extrinsic evidence carefully to assess whether it indisputably could lead to only one interpretation. See Morrison, 601 F.2d at 144-47; Cram v. Sun Ins. Office, Ltd., 375 F.2d 670, 674 (4th Cir. 1967). In more recent guidance, the Fourth Circuit has made clear that there is no absolute bar on granting summary judgment where a contract is ambiguous:

Even where a court, however, determines as a matter of law that the contract is ambiguous, it may yet examine evidence extrinsic to the contract that is included in the summary judgment materials, and, if that evidence is, as a matter of law, dispositive of the interpretive issue, grant summary judgment on that basis.

World-Wide Rights Ltd. v. Combe, Inc., 955 F.2d 242, 245 (4th Cir. 1992). In another case that post-dates Morrison and Cram, the Fourth Circuit affirmed a grant of summary judgment when it found that although a contract provision was ambiguous, extrinsic evidence "clearly revealed the intent of the parties, " and the nonmoving party had "presented nothing that refuted" that conclusion. Jaftex Corp. v. Aetna Cas. & Surety Co., 617 F.2d 1062, 1063 (4th Cir. 1980).

         Here, in its alternative analysis, the Court examined the record and concluded that the extrinsic evidence definitively supported its interpretation of the Contract itself that the parties intended for the typed and handwritten terms in Paragraphs 9 and 10 of the Contract to apply. To the extent there was any extrinsic evidence showing that the Maos had a different understanding of the Contract from Chaplick, it related only to whether a conditional loan commitment could satisfy the financing contingency terms in Paragraphs 9 and 10; there was no evidence that the Maos ever believed during their course of dealing with Chaplick that Paragraphs 9 and 10 had been entirely superseded. Notably, the Maos did not even assert this interpretation of the Contract during the first round of motions for summary judgment ...


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