United States District Court, D. Maryland
DAVID COPPERTHITE, UNITED STATES MAGISTRATE JUDGE
have filed a motion for summary judgment (ECF 48), Plaintiff
has filed a response (ECF50). Defendants filed a reply (ECF
54). Plaintiff likewise filed a motion for summary judgment
(ECF 49). Defendants filed a response (ECF 51). Plaintiff
filed a reply (ECF 55). All filings are timely and the
motions are ripe for review. No hearing is necessary pursuant
to Local Rule 105.6.
East Yard, LLC ("East Yard") owns commercial
property known commonly as 1935 Chesapeake Avenue, Baltimore.
Maryland. Defendants, who are related businesses
(collectively "FCC"), are in the business of
recycling and refining oil. On June 4. 2012, the parties
entered into a lease (Letter of Intent and Reservation)
whereby FCC would lease the property from East Yard and would
obtain certain rights such as the right to extend the lease
in order to allow FCC time to obtain permits and licensing
required to conduct their oil refinery business.
September 30, 2014, the parties entered into a First
Amendment to Letter of Intent and Reservation
("Amendment") which is the subject of this
litigation. The Amendment changed the extended reservation
period to include 6 months from October 1. 2014 until April
1, 2015. During that time and in consideration for the
extended reservation period, FCC paid East Yard $150, 000 in
6 equal installments of $25, 000. There is no dispute among
the parties that the amount was paid. At the end of the
reservation period. April 1, 2015, FCC notified East Yard
that FCC would not purchase the property. East Yard alleges
that FCC owes East Yard the additional fee of $150, 000. FCC
argues that the 6 payments of $25, 000 each represent the
$150, 000 fee and it has been paid in full, or in the
alternative, that the liquidated damages is a penalty and
to Rule 56, a movant is entitled to summary judgment where
the pleadings, depositions, answers to interrogatories, and
admissions on file, together with the affidavits, if any.
show that there is no genuine issue as to any material fact.
Fed.R.Civ.P. 56(a): See Celotex Corp. v. Catrett,
477 U.S. 317, 322-23 (1986). The Supreme Court has clarified
that not every factual dispute will defeat a motion for
summary judgment but rather, there must be a genuine issue of
material fact. Anderson v. Liberty Lobby. Inc., 411
U.S. 242. 247-248 (1986) ("the mere existence of some
alleged factual dispute between the parties will not defeat
an otherwise properly supported motion for summary judgment;
the requirement is that there be no genuine issue of
material fact."). An issue of fact is material
if, under the substantive law of the case, resolution of the
factual dispute could affect the outcome. Id. at
248. There is a genuine issue as to material fact "if
the evidence is such that a reasonable jury could return a
verdict for the nonmoving party." Id: see Dulaney v.
Packaging Corp. of Am., 673 F.3d 323, 330 (4th Cir.
2012). On the other hand, if after the court has drawn all
reasonable inferences in favor of the nonmoving party,
"the evidence is merely colorable, or is not
significantly probative, summary judgment may be
granted." Anderson 477 U.S. at 249-50.
party seeking summary judgment bears the initial burden of
either establishing that no genuine issue of material fact
exists or that a material fact essential to the
non-movant's claim is absent. Celotex, 477 U.S.
at 322-24. Once the movant has met its burden, the onus is on
the non-movant to establish that there is a genuine issue of
material fact. Matsushita Elec. Indus. Co. Ltd. v.
Zenith. Radio Corp.. 475 U.S. 574, 586 (1986). In order
to meet this burden, the non-movant "may not rest upon
the mere allegations or denials of [its] pleadings, "
but must instead "set forth specific facts showing that
there is a genuine issue for trial." Fed.R.Civ.P. 56(e);
see Celotex, 477 U.S. at 324.
evaluating a motion for summary judgment, the Court must
"view the facts in the light most favorable to the
non-moving party." Anderson, 477 U.S. at 255;
see also United States v. Diehold, Inc.. 369 U.S.
654, 655 (1962) ("On summary judgment the inferences to
be drawn from the underlying facts contained in such
materials must be viewed in the light most favorable to the
party opposing the motion"). At the same time, the court
also must abide by the "affirmative obligation of the
trial judge to prevent factually unsupported claims and
defenses from proceeding to trial." Bouchat v.
Baltimore Ravens Football Club. Inc., 346 F.3d 514. 526
(4th. Cir. 2003) (quoting Drewitt v.
Pratt, 999 F.2d 774. 778-79 (4th Cir. 1993)).
federal court exercising diversity jurisdiction must apply
the choice of law rules of the state in which it sits.
See Seabulk Offshore. Ltd. v. Am. Home Assurance
Co., 377 F.3d 408. 418-19 (4th Cir.2004). The parties
agree that Maryland law applies. In determining the meaning
of contractual language. Maryland courts have long adhered to
the principle of the objective interpretation of contracts.
Wells v. Chevy Chase Bank, F.S.B. 363 Md. 232, 250
(2001). Under the objective interpretation principle, where
the language employed in a contract is unambiguous, a court
shall give effect to its plain meaning and there is no need
for further construction by the court. Id. "If
a written contract is susceptible of a clear, unambiguous and
definite understanding ... its construction is for the court
to determine." Rothman v. Silver. 245 Md. 292,
"[t]he clear and unambiguous language of an agreement
will not give way to what the parties thought the agreement
meant or was intended to mean." Wells at 251.
See also Beckenheimer's Inc. v. Alameda Assocs. Ltd.
Partnership. 327 Md. 536. 547 (1992) ("A
party's intention will be held to be what a reasonable
person in the position of the other party would conclude the
manifestations to mean").
words employed in the contract are to be given their ordinary
and usual meaning, in light of the context within which they
are employed. Kasten Constr. Co. v. Rod Enters..
Inc..268 Md. 318. 329. 301 A.2d 12, 18 (1973):
Liller v. Logsdon.261 Md. 367, 370, 275 A.2d 469.
470-71 (1971); Belmont Clothes. Inc. v. Fleet. 229
Md. 462, 467. 184 A.2d 731, 734 (1962): ST Sys. Corp. v.
Maryland Nat'l Bank.112 Md.App. 20, 34. 684 A.2d
32, 39 (1996). Whether a contract is ambiguous is a question
of law. Philadelphia Indem. Ins. Co. v. Maryland Yacht
Club. Inc.129 Md.App. 455, 468 (1999). ...