United States District Court, D. Maryland
THEODORE D. CHUANG United States District Judge.
17, 2013, Trevor Chaplick ("Chaplick"), as Trustee
for Canal Vista Trust ("the Trust"), filed this
breach of contract action against Jeng Fen Mao and Chiayee
Chew Mao ("the Maos") following the aborted sale of
a Maryland residence that overlooks the Potomac River. After
the Court granted summary judgment in favor of Chaplick on
liability, the Court held a bench trial on damages on
November 2 and 21, 2016. Pursuant to Federal Rule of Civil
Procedure 52(a), the Court now provides its findings of fact
and conclusions of law. For the reasons stated below, the
Court awards damages to Chaplick in the amount of$8, 211.69.
residential property at the heart of this action is located
at 13728 Canal Vista Court in Potomac, Maryland ("the
Property"). In November 2012, Chaplick, on behalf of
Canal Vista Trust, listed the Property for sale with an
asking price of $1, 399, 999. On January 22, 2013, the Maos
offered to purchase the home for $1, 280, 000. The contract
of sale ("the Contract") set a settlement date of
March 21, 2013. In its February 26, 2016 Memorandum Opinion,
the Court held that the Maos breached the Contract when they
were not able to close on the Property on that date. Chaplick
then remarketed the Property. On or about April 15, 2013, he
entered into a new contract of sale with Abraham Taylor and
Silvia Taylor ("the Taylors") for a purchase price
of$1, 304, 500. Chaplick and the Taylors closed on the sale
on June 17, 2013.
before the Maos breached the Contract, Chaplick had begun to
plan litigation against them. On March 19, 2013, having
learned that the Maos might not proceed to closing, Chaplick
wrote to his realto vr that he thought that he was
"being played, " proposed a 30-day extension if the
Maos agreed to pay half of the broker's commission and
give up a $20, 000 credit originally payable at closing, and
threatened that if they did not agree to the proposed terms
"we will terminate the contract and pursue litigation
aggressively against buyers." Tr. Ex. 102, at
2. Chaplick further instructed the realtor:
If these terms are not agreed to promptly, we will engage the
most experienced trial counsel we can find in Maryland and
direct such counsel to initiate litigation against buyers
immediately on March 22nd. Please also remind buyers that
there is a prevailing party clause in the contract which
entitles the party which prevails in any lawsuit to the award
of all attorneys fees caused to be incurred by the other
Id. On March 20, 2013, as negotiations on an
extension continued, Chaplick informed his realtors that
"I am next going to search for experienced trial counsel
in MD to ensure he or she is teed up and ready to go for a
lawsuit on Friday morning if this will be necessary."
Tr. Ex. 103, at 2. That same day, he reported that he had
retained his current trial counsel, "an extremely
experienced trial attorney with expertise in real estate
litigation" and that his attorney "will be ready on
Friday morning to file and serve a complaint on the Maos,
Re/Max, and Mortgage Capital Partners, if necessary."
Tr. Ex. 104, at 1. He asked his realtors to inform the Maos
that "I am a person who does what he says he will
March 21, 2013 to June 17, 2013, Chaplick incurred various
costs that he alleges were caused by the breach of contract.
The Court's factual findings regarding these costs and
their nexus to the breach of contract are set forth below.
October 19, 2016, Chaplick submitted a Trial Brief with
attached exhibits in advance of the November 2 trial,
including Exhibit 2, a table of requested damages totaling
$103, 952.58. The requested damages consist of four broad
categories: (1) operating costs for the Property for the
period from March 21, 2013 to June 17, 2013 ("the Breach
Period"); (2) costs of the sale to the Taylors
("the Taylor Sale"); (3) attorney's fees
predating the date of breach; and (4) trustee fees.
submission was riddled with misleading information, errors,
and unjustified requests. Among the misleading information
and facially invalid requests were:
1. In claiming "Trustee Fees, " Chaplick referred
to his selected hourly rate as the "Statutory hourly
rate for trustee's fees under Maryland guidelines."
When challenged, Chaplick acknowledged that there is no
statutory hourly rate, or any applicable Maryland guidelines,
for trustee fees.
2. Chaplick claimed as damages monthly payments made on a
"Second Mortgage." When challenged, Chaplick
conceded that no second mortgage on the Property existed. The
loan referenced as a "Second Mortgage" was in fact
a personal loan taken out by Chaplick, not the Trust, for
approximately $280, 000 and was not secured by the Property
(hereinafter "the Second Loan").
3. In claiming monthly interest payments on the actual
mortgage on the Property, Chaplick included in his damages
request an extra monthly mortgage payment beyond those
covering the Breach Period. Likewise, he sought an extra
monthly payment on the Second Loan beyond those covering the
Breach Period. On the eve of the trial, Chaplick withdrew his
request for these extra payments.
4. Chaplick requested full payment for a fee relating to
Canal Vista LLC ("the LLC"), an entity with no
ownership interest in the Property, for tax year 2012, a
period that completely or mostly predates the date of breach.
5. Chaplick submitted a receipt for gutter work performed on
February 20, 2013, almost one month before the date of the
breach. After facing questioning at trial on this issue,
Chaplick withdrew his request for this payment prior to
6. Chaplick submitted electricity bills covering time periods
predating the date of breach. During the trial, Chaplick
conceded that certain of these requested payments were not
7. Chaplick submitted water bills covering time periods
predating the date of breach. During the trial, Chaplick
conceded that certain of these requested payments were not
8. Chaplick submitted an inflated request for property
insurance payments that he conceded during his testimony
overstated the payments relevant to the Breach Period. Prior
to closing argument, he submitted a revised, lower request.
9. Chaplick submitted a check in the amount of $40 made
payable to Montgomery County, Maryland, but he acknowledged
during his testimony that he had no knowledge of the reason
he made the payment or how it was connected to the Property.
10. Chaplick submitted two copies of the same invoice for
landscaping services performed on April 24, 2013 and
requested reimbursement for both. At closing argument,
Chaplick withdrew the second request.
these misleading characterizations and facially invalid
requests were withdrawn before or during the trial, after the
Court or defense counsel had questioned them. Nevertheless,
the fact that Chaplick requested so many items that the Court
easily identified as invalid on the face of the relevant
documents casts serious doubt on the reliability and accuracy
of Chaplick's request for damages. At trial, Chaplick
acknowledged that his approach consisted of seeking
reimbursement for every payment he made during the Breach
Period regardless of the date the services were rendered or
whether the expenses related to the Breach Period. The Court
concludes that these unjustified and misleading requests
derived in part from Chaplick's overly aggressive
approach to this dispute generally, as reflected by his
threats about and plans for litigation even before the
original closing date on the sale. Accordingly, in rendering
findings on damages, the Court takes a rigorous approach to
analyzing the evidence, relying more heavily on the existence
of explicit documentary evidence than on Chaplick's
for breach of a contract ordinarily are that sum which would
place the plaintiff in as good a position as that in which
the plaintiff would have been, had the contract been
performed." Beard v. S/E Joint Venture, 581
A.2d 1275, 1278 (Md. 1990). The non-breaching party is
entitled to damages for losses caused by the breach, that
were reasonably foreseeable as a probable result of the
breach, and that can be proven with reasonable certainty.
See M&R Contractors & Builders, Inc. v.
Michael, 138 A.2d 350, 353 (Md. 1958); Hoang v.
Hewitt Ave. Assocs., LLC, 936 A.2d 915, 934 (Md. Ct.
Spec. App. 2007) (citing Impala Platinum, Ltd. v. Impala
Sales, Inc., 389 A.2d 887, 907 (Md. 1978); Stuart
Kitchens, Inc. v. Stevens, 234 A.2d 749, 752 (Md.
1967)). Damages are proximately caused where the losses
"actually resulted from the breach."
Hoang, 936 A.2d at 934. Damages are reasonably
foreseeable if they are generally "of the sort that are
presumed to have been in the contemplation of the parties
when the contract was made, " or if "evidence of
the particular circumstance"" establishes that they
"may fairly and reasonably be supposed to have been in
the contemplation of both parties at the time they made the
contract, as the probable result of the breach of it."
Id. (citing Winslow Elevator & Mack Co. v.
Hoffman, 69 A. 394 (Md. 1908)). The Maryland Court of
Appeals has emphasized that reasonable foreseeability is to
be assessed as of the time of contract formation, not as of
the time of breach. CR-RSC Tower 1, LLC v. RSC Tower 1,
LLC, 56 A.3d 170, 184, 188 (Md. 2012). The reasonable
certainty requirement, which relates to the likelihood that
the damages were incurred as a result of the breach and their
probable amount, bars "[l]osses that are speculative,
hypotheticat, remote, or contingent either in eventuality or
amount." Hoang, 936 A.2d at 935 (citing
Stuart Kitchens, Inc. v. Stevens, 234 A.2d 749,
751-52 (Md. 1967)).
the non-breaching party has a duty to mitigate damages.
Specifically, that party has a duty "to make all
reasonable efforts to minimize the loss he sustains as a
result of the breach" and can recover only those damages
that could not be prevented with "reasonable effort and
expense without risk of additional substantial loss or
injury." Sergeant Co. v. Pickett, 401 A.2d 651,
660 (Md. 1979).
Claim of No Damages
threshold issue, the Court addresses the Maos' claim that
no damages have been established because, while the plaintiff
in this case is Chaplick in his official capacity as Trustee,
all expenses claimed as damages were paid by Chaplick
personally rather than by the Trust. The Maos note that the
checking and credit card accounts from which expenses were
paid were Chaplick's personal accounts, so there was no
evidence that the Trust had paid any of the costs now claimed
Maos' argument does not prevail. The Complaint seeks
damages in the form of "costs incurred by the
Trust." Compl. 12-13. To the extent that bills were paid
to provide a specific benefit to the Property, which was
owned by the Trust, they can be construed as costs incurred
by the Trust. The fact that Chaplick paid such costs out of
his personal accounts does not necessarily indicate that the
Trust did not pay such expenses. The Canal Vista Trust
Agreement ("the Trust Agreement") indicates that
the Trust is a family trust, apparently for estate-planning
purposes, for which Chaplick is the settlor, trustee, and
beneficiary all at the same time. None of the formalities of
a separate legal entity were observed. To the extent that the
Trust had funds, they were commingled with those of Chaplick
in his personal accounts. The Court therefore concludes that
to the extent that Chaplick paid expenses that provided a
specific benefit to the Trust or to the Property, as opposed
to Chaplick himself, it is reasonable to infer that those
expenses were Trust expenses paid for with Trust funds.
Court therefore addresses Chaplick's specific ...