Woodward, Berger, Friedman, JJ. [*]
appeal arises from the Circuit Court for Baltimore County,
where appellant, Robert Roman, filed claims for conversion
and negligence against appellee, Sage Title Group, LLC
("Sage Title"). Roman is a bridge lender, providing
"interest-only" loans to real estate developers to
finance acquisition, construction, and renovation of
properties that are to be sold or refinanced. Sage Title is a
real estate title company that conducts residential and
commercial closings. In his complaint, Roman alleged that
Kevin Sniffen, Sage Title's branch manager for the
Baltimore City office, converted $2, 420, 000 of Roman's
funds that had been deposited into Sage Title's escrow
account to facilitate financing for two real estate projects.
Roman alleged that Sage Title was vicariously liable for
Sniffen's conversion, and that Sage Title was directly
negligent in allowing Sniffen to disburse Roman's funds,
held in escrow, without Roman's permission.
three-day jury trial, the circuit court granted Sage
Title's motion for judgment on the negligence claim on
the grounds that expert testimony was required to establish
Sage Title's standard of care. The court allowed the
conversion claim to go to the jury, which found in favor of
Roman in the amount of $2, 420, 000. Following the jury
verdict, Sage Title filed a motion for judgment
notwithstanding the verdict ("JNOV"), which the
court granted on the grounds that the allegedly converted
funds were commingled with other funds in Sage Title's
escrow account, and thus the conversion claim was barred as a
matter of law.
appeal, Roman presents two questions for our review, which we
have slightly rephrased:
1. Did the trial court err in granting Sage Title's
motion for JNOV on Roman's conversion claim?
2. Did the trial court err in granting Sage Title's
motion for judgment on Roman's negligence claim where the
trial court determined that expert testimony was required to
prove Sage Title's negligence?
reasons set forth below, we answer the first question in the
affirmative and the second question in the negative, thus
reversing in part and affirming in part the judgment of the
background for this case is set forth in the background
section of the circuit court's Memorandum Opinion and
On April 3, 2009, [Roman] testified that he met with Mr.
Brian McCloskey, a builder, Mr. Kevin Sniffen, a branch
manager at [Sage Title's] Baltimore City office, and
Patrick Belzner, to discuss an alleged false escrow scheme.
With respect to this scheme, [Roman] would place his money in
[Sage Title's] escrow account for the purpose of showing
liquidity in order for Mr. McCloskey to obtain construction
loans on two properties. [Roman] was led to believe that the
money he deposited into [Sage Title's] escrow account
would remain his, and it was not at risk because he was the
only individual who would have access to it. Mr. Sniffen,
[Sage Title's] employee, was the approved person and
lawyer to handle all of these transactions. [Roman] then
deposited a total of two million four hundred and twenty
thousand dollars ($2, 420, 000.00) into [Sage Title's]
escrow account. A short time later, Mr. Sniffen disbursed the
funds pursuant to Mr. McCloskey's instructions. Mr.
Sniffen was later fired by [Sage Title] on May 26, 2009 when
he accepted two personal checks, which was against [Sage
Title's] policy. In February 2012, Mr. Sniffen pled
guilty to wire fraud or conspiracy to commit wire fraud and
he was also disbarred.
[Roman] filed his Complaint in this matter on January 26,
2012, alleging three claims: (1) Conversion and Theft; (2)
Negligence; and (3) Accounting. [Sage Title] then filed its
Answer on March 14, 2012. Subsequently, [Sage Title] filed a
Motion for Summary Judgment on August 28, 2012, with [Roman]
filing [his] Opposition on September 24, 2012. [Sage
Title's] Motion was later denied by the Court on October
17, 2012. After the Court's ruling, [Sage Title] filed a
Motion for Reconsideration regarding the Court's Summary
Judgment ruling. [Roman] filed [his] Opposition on November
14, 2012. Similar to [Sage Title's] Motion for Summary
Judgment, the Court denied [Sage Title's] Motion for
Reconsideration on January 17, 2013.
[Roman's] case then proceeded to a jury trial on August
6, 2013. At the beginning of trial, Roman dismissed all his
claims with prejudice against the other Defendant in this
case, Covenant Title Corp. [Roman] also informed the Court
that he would not be pursuing his Accounting claim. At the
end of [Roman's] case on August 7, 2013, [Sage Title]
made a Motion for Judgment, which the Court reserved on.
Subsequently, on August 8, 2013, at the close of [Sage
Title's] case, [Sage Title] renewed its Motion for
Judgment. The Court granted [Sage Title's] Motion with
respect to the Negligence claim, but denied the Motion with
respect to the Conversion claim. The trial concluded on
August 8, 2013, with the jury finding in favor of [Roman] in
the amount of two million four-hundred and twenty thousand
dollars ($2, 420, 000.00).
[Sage Title] next filed [a] Motion for JNOV and Conditional
Motion for New Trial on August 19, 2013, with [Roman] filing
[his] Opposition on August 30, 2013. [Sage Title]
subsequently filed a Reply on September 10, 2013, and later,
an Amended Memorandum of Grounds and Authorities in Support
of its Motions on September 3, 2013 [sic]. [Roman] then filed
an Amended Memorandum of Grounds and Authorities in Support
of its Opposition on September 11, 2013. The Court then held
a hearing on October 11, 2013 on the Motions.
trial court entered its Memorandum Opinion and Order on
February 28, 2014, granting Sage Title's JNOV motion on
the grounds that Roman's money was commingled with other
money in Sage Title's escrow account, and thus Roman
"cannot bring a conversion claim." As a result, the
court vacated the judgment in favor of Roman and ordered that
judgment be entered in favor of Sage Title. Roman filed his
notice of appeal on March 21, 2014. Additional facts will be
set forth below as necessary to resolve the questions
Rules 2-519 and 2-532 govern motions for judgment and JNOV,
respectively. The standard for reviewing the grant of a
motion for judgment under Rule 2-519 is the same for
reviewing the grant of a JNOV motion under Rule 2-532: we
review the grant of both motions de novo. UBS Fin.
Servs., Inc. v. Thompson, 217 Md.App. 500, 514 (2014),
aff'd, 443 Md. 47 (2015). In doing so, we view
the evidence and the reasonable inferences to be drawn from
it in the light most favorable to the non-moving party, and,
uphold the grant of the motion "only when the evidence
and permissible inferences permit only one conclusion with
regard to the ultimate legal issue." See Kleban v.
Eghrari-Sabet, 174 Md.App. 60, 86 (2007).
argues that the trial court erred in granting Sage
Title's JNOV motion on the conversion claim, because the
jury was presented with sufficient evidence to support the
verdict in Roman's favor. According to Roman, the monies
at issue in this case were "sufficiently
identifiable" to allow the conversion claim to proceed,
because the monies were held in Sage Title's escrow
account for a particular purpose, and Sage Title's
detailed records kept track of the escrow account's
deposits and disbursements. Roman claims that, because funds
in escrow accounts "belong to the funds' original
owners, " even if such accounts include other funds,
that money is sufficiently segregated and identifiable to
allow for a conversion claim, given escrow account rules.
According to Roman, even though no Maryland decision
"squarely addresses the conversion of money" held
in escrow, this Court should look to the Court of
Appeals's language referring to the
"conversion" of clients' funds held in
attorneys' escrow accounts in a variety of attorney
grievance cases. Roman also urges this Court to look at cases
in other jurisdictions where courts have allowed conversion
claims for money that is used for a specific purpose.
next claims that, even if his funds were commingled with
other funds, his conversion claim is valid, because his money
should have been segregated in a separate escrow account, and
thus the conversion occurred before the funds were
commingled. Roman concludes that a defendant in a conversion
claim should not be able to "skirt liability with a
'commingling' defense if that defendant was the cause
of the money being wrongfully commingled in the first
Title responds that the trial court correctly granted its
JNOV motion on the conversion claim, because commingled funds
cannot be the subject of conversion. Sage Title claims that,
although there is an exception for "specific
segregated or identifiable funds, " such exception is
narrow and not applicable when the monies are commingled with
other funds. According to Sage Title, the monies in question
here were "doubly commingled, " because they were
commingled with other funds from the same projects, as well
as with the funds for all of Sage Title's Baltimore
clients. Sage Title disputes Roman's reliance on the
attorney grievance cases, because those cases, (1)
"interpret Maryland Rules of Professional Conduct, not
the common law of conversion, " and (2) concern attorney
escrow accounts, which have particular rules that do not
apply to Sage Title's escrow account. Sage Title
concludes that the trial court's decision comports with
the purpose of the rule against conversion claims for
commingled funds, because given the number of transfers and
loan agreements between Roman and McCloskey for this project,
the money at issue here is difficult to track.
evolved from trover, which occurred where a defendant, a
'finder of lost goods[, ] . . . refused to return
them' to the plaintiff, the owner of the goods."
Thompson v. UBS Fin. Servs., 443 Md. 47, 56 (2015)
(alterations in original) (quoting Lawson v. Commonwealth
Land Title Ins. Co., 69 Md.App. 476, 480 (1986)).
"[T]he action and the tort have expanded beyond the case
of lost goods and cover now nearly any wrongful exercise of
dominion by one person over the personal property of another
. . . ." Lawson, 69 Md.App. at 480.
Historically, the tort of conversion was limited to tangible
property, but over the years has been broadened to include
intangible property, so long as "the defendant converts
a document that embodies the plaintiffs right to the
plaintiffs intangible property, " such as a "stock
certificate, a promissory note, or a document that embodies
the right to a life insurance policy."
Thompson, 443 Md. at 57 (citations omitted).
respect to money, the Court of Appeals has stated that
"[t]he general rule is that monies are intangible and,
therefore, not subject to a claim for conversion."
Allied Investment Corp. v. Jasen 354 Md.
547, 560, 564 (1999). One reason for the rule is that money
is often commingled: "if a defendant maintains
possession of the proceeds in question, but commingles it
with other monies, the cash loses its specific identity,
" and thus would be considered intangible property.
Id. at 566. Furthermore, a conversion action
"is not maintainable for money unless there be an
obligation on the part of the defendant to return the
specific money entrusted to his care"; otherwise, there
is "only a relationship of debtor or creditor, "
and a conversion action "will not lie against the
debtor." Law son, 69 Md.App. at 482 (citations
and internal quotation marks omitted).
Jasen, the Court of Appeals also explained that
there is an exception to the general rule that money is not
subject to a conversion claim:
An exception exists, however, when a plaintiff can allege
that the defendant converted specific segregated or
identifiable funds. This rule is well-synthesized in 1 Fowler
V. Harper et al., The Law of Torts, § 2.13, at
2:56 (3d ed. 1986), which notes that conversion claims
generally are "recognized in connection with funds that
have been or should have been segregated for a particular
purpose or that have been wrongfully obtained or retained or
diverted in an identifiable transaction."
354 Md. at 564-65 (emphasis added) (citations and internal
quotation marks omitted). Thus, according to the Court, money
can be subject to a claim for conversion if "a plaintiff
can allege that the defendant converted specific segregated
or identifiable funds." Id. at 564.
Jasen, this Court has had occasion to consider a
claim of conversion of money in a variety of contexts. In
Lasater v. Guttman, Lasater brought suit against her
husband, alleging that he had converted "specific,
segregated, identifiable separate funds" from the
couple's joint checking account, maintained for household
expenses, and spent these funds "on personal adventures,
exotic merchandise and ill-advised real estate
projects." 194 Md.App. 431, 447 (2010). We held that the
wife's claim was precluded, because the wife did not
point to specific amounts that she deposited, nor did she
assert that the husband spent specific funds on non-household
expenses. Id. at 447-48. We held that "once
these monies were commingled with the ...