Graeff, Kehoe, Reed, JJ.
small business at the heart of this appeal is the source of a
rather large dispute. Karen Kunda, appellant, entered into a
contract with William and Sharon Morse, appellees, for the
sale and transfer of the Hacks Point General Store and
associated property. As part of the transaction, Ms. Kunda
agreed to finance a portion of the sale price. Difficulties
arose with repayment of the loan and the transaction broke
down into accusations of breach of contract. The Morses filed
their complaint against Ms. Kunda in the Circuit Court for
Cecil County and, after a bench trial, emerged victorious on
their breach of contract claim. Based on its factual
findings, the trial court awarded the Morses $200, 000 in
damages, an amount greater than the $102, 600 originally
requested in the complaint. Ms. Kunda quickly noted her
appeal to this Court.
Kunda presents two questions for our review,  which we rephrase
I. Did the trial court err when it determined that appellant
breached the contract?
II. Did the trial court err in its calculation of economic
answer both of these questions in the negative and,
therefore, affirm the trial court's order.
and Procedural Background
Kunda, appellant, entered into an agreement to transfer her
small business, the Hacks Point General Store, Inc.
("Hacks Point"), and associated real property to
William and Sharon Morse, appellees. Hacks Point is a small
general store near the waterfront of the Bohemia River in
Earleville, Maryland. Ms. Kunda was the sole shareholder of
Hacks Point and holder of the store's liquor license.
Although Hacks Point was ostensibly a general store, a major
source of the business' revenue was slot machines of
questionable legality. With the slot machines, the business
allegedly brought in approximately $8, 000 per week.
eye, perhaps, toward the advantages of this revenue stream,
the Morses entered into a contract (the
"agreement") with Ms. Kunda on September 29, 2007,
to buy the Hacks Point business and property. Per the
agreement, the Morses would purchase the general store
building, the adjacent residence, and 99 out of 100 shares of
corporate stock for a total of $846, 950. The financing
provision of the sale agreement stated that the Morses would
obtain financing in the amount of $622, 000, and Ms. Kunda
would provide a loan in the amount of $224, 950 to be paid
back over 240 months with 8% interest.
agreement also stated that, pending full repayment of the
debt, all shares of the corporation would be placed in a
voting trust with Ms. Kunda serving as trustee. She would
vote the shares of the corporation to elect the Morses as
directors of Hacks Point. In the event of default, however,
the shares would be voted as directed by Ms. Kunda.
was scheduled for October 4, 2007, but the Morses could not
arrange for bank financing in that short time-span. The
parties agreed in an addendum to the original sale agreement
that settlement would take place on May 1, 2011. The addendum
required the Morses to make a $100, 000 deposit with Ms.
Kunda on the date the parties signed the addendum, October
21, 2007. It further required a second deposit of $174, 950,
either in full or by monthly installments, by June 1, 2008.
In addition to the deposits, the addendum required the Morses
to pay $4, 500 monthly as lease payments to Ms. Kunda.
to Ms. Kunda's trial testimony, the Morses paid the
initial $100, 000 required by the sale addendum approximately
one week after signing that document, on or about October 29,
2007. The Morses then paid approximately $100, 000 for the
second deposit in June 2008. According to Ms. Kunda, she
agreed to amortize the remaining $74, 950 over a two-year
of 2010, the Morses defaulted on the remaining $74, 950 debt
obligation. Per the voting trust recital of the agreement,
Ms. Kunda voted the shares to re-establish herself as
director, as well as president, vice president, and secretary
of Hacks Point. She then issued a notice to the Morses
indicating that they were no longer directors of the
corporation, and that they were no longer permitted on the
Morses filed their complaint with the trial court on December
29, 2010. In it, they alleged several counts of breach of
contract against both Ms. Kunda and the corporation. The
breaches allegedly arose from Ms. Kunda's failure to
return the approximately $100, 000 paid for the store's
stock; her preventing the Morses from completing their
purchase of Hacks Point; and her failure to disclose the
illegality of the slot machines. Ms. Kunda and the
corporation answered the complaint on June 30, 2011, and
countersued on July 29, 2011.
counter-complaint, Ms. Kunda and the corporation alleged the
Morses had breached the contract by failing to honor the
terms of the agreement and its addendum, and also by failing
to pay several outstanding bills of the corporation. The
result was damages in the amount of $75, 000 for the
remaining debt obligation under the agreement, and $10, 415
for the outstanding bills of the corporation. Ms. Kunda and
the corporation also alleged the Morses converted both
corporate and personal property when they removed that
property from the store.
number of delays, the matter proceeded to a bench trial on
July 8 and 9, 2014. At the conclusion of the proceedings, the
trial court took the matter under advisement and then issued
its opinion on July 17, 2014. The court made several findings
of fact in the opinion, including that the Morses had made
both the first and second payments of $100, 000, and that
they were paying approximately $500-$700 monthly for the $75,
000 Ms. Kunda agreed to finance. The trial court also did not
credit Ms. Kunda's assertion that she retook the property
on the basis of a corporate decision. Instead, the court
determined the Morses were "muscled out" of the
property when Ms. Kunda took back the property well before
the expiration of the delinquency period. Moreover, the
court additionally found there was no anticipatory breach
because the Morses did not inform Ms. Kunda they would not be
able to pay the owner financing or principal of the loan.
Ultimately, the court determined Ms. Kunda had prevented the
Morses from further performing under the contract when she
excluded them well before the June 2010 delinquency period
and eleven months before the final settlement date of May 1,
trial court denied the claims of Ms. Kunda and the
corporation, but it also denied the Morses' claim for
non-disclosure of the illegality of the slot machines.
Additionally, because the Morses may have known that
the slot machines were sources of illegal revenue before
signing the agreement, the trial court did not declare the
contract an illegal agreement. The court, however, did award
$200, 000 for the initial installments after determining that
Ms. Kunda was in material breach of the agreement. It
declined to award the Morses their lease payments because
those were not intended to apply to the purchase prices under