Argued: February 2, 2018
Circuit Court for Montgomery County Case No. 281804
Barbera, CJ. Greene, Adkins, McDonald, Watts, Hotten Getty,
questions before us in this case involve the application of
Maryland Rule 1-341(a), the rule granting a court authority
to award attorney's fees to an adverse party who was
subjected to proceedings that were brought in bad faith or
lacked substantial justification. We are called upon to
determine what findings a court must make in order to require
attorney's fees to be paid to an adverse party. Also we
are tasked with determining the appropriate means for
calculating attorney's fees, pursuant to Maryland Rule
1-341(a), when a court determines that a party's
complaint includes claims that have substantial justification
and claims that lack substantial justification. Petitioner,
Heather Stanley-Christian, M.D. ("Petitioner" or
"Dr. Christian") sued Respondents, Maternal-Fetal
Medicine Associates of Maryland, LLC
("Maternal-Fetal"), and its principal, Sheri L.
Hamersley, M.D. ("Dr. Hamersley") (collectively
"Respondents"), after a disagreement that
ultimately resulted in Petitioner ending her employment with
Respondents. Dr. Christian brought multiple causes of action
against Respondents, and Respondents prevailed in having the
trial judge dispose of Petitioner's claims after the
close of all the evidence.
then requested an award of attorney's fees under Maryland
Rule 1-341. During the hearing for attorney's fees, the
hearing judge found no substantial justification, pursuant to
Rule 1-341(a), for each of the claims brought by Petitioner
against Respondents. The hearing judge awarded $300, 000 in
attorney's fees to Respondents.
appealed to the Court of Special Appeals, and that court
vacated the judgment entered in the Circuit Court.
Maternal-Fetal Medicine Assocs. v. Christian, No.
0967, 2009 (Md. Ct. Spec. App., July 24, 2013). The Court of
Special Appeals affirmed the hearing judge's findings of
no substantial justification for the fraudulent inducement,
negligent misrepresentation, and wrongful termination claims.
Id. The Court of Special Appeals, however, reversed
the hearing judge's findings of no substantial
justification for the breach of contract and tortious
interference with contract claims. Id.
granted certiorari and affirm the judgment of the
Court of Special Appeals. We hold that the hearing judge did
not commit clear error in finding no substantial
justification for the claims brought by Petitioner, namely,
fraudulent inducement, negligent misrepresentation, and
wrongful termination. We determine, however, that the hearing
judge abused his discretion in assessing $300, 000 in
attorney's fees against Petitioner without articulating
how he calculated the fees. Therefore, we affirm the judgment
of the Court of Special Appeals vacating the award of
attorney's fees and we remand the case to the Circuit
Court for further fact finding.
case has meandered through the judicial system for over a
decade, and, unfortunately for the parties, its odyssey does
not end with us. Dr. Christian entered into an employment
agreement with Maternal-Fetal on November 14,
2005. After a deterioration in relations between
Drs. Christian and Hamersley, Dr. Christian left her
employment with Maternal-Fetal on July 17, 2006. In March
2007, Petitioner began employment at Greater Washington
Maternal-Fetal Medicine and Genetics ("Greater
Washington"), located in the Washington area. Soon
after, Dr. Hamersley informed Greater Washington of a
non-compete agreement between Dr. Christian and
Maternal-Fetal. Greater Washington terminated
Petitioner's employment shortly thereafter. Petitioner,
in turn, filed a complaint in the Circuit Court for
Montgomery County on April 19, 2007, alleging fraudulent
inducement, breach of contract, tortious interference with
contract, wrongful termination, and sought declaratory
judgment, damages, attorney's fees, injunctive relief,
and equitable relief.
dismissal of the original complaint without prejudice,
Petitioner filed an amended complaint on August 27, 2007. The
amended complaint included all five of the original claims
and added a claim for negligent misrepresentation.
Respondents filed a counterclaim for breach of contract,
asserting that Petitioner had breached the terms of the
non-compete clause. Respondents filed and the trial judge
granted a motion for summary judgment in favor of Respondents
on all of Petitioner's claims, except the wrongful
termination claim. After the close of plaintiff's case in
chief, Respondents moved for judgment as a matter of law,
which the trial court denied. The trial judge, however,
granted Respondents' renewed motion for judgment at the
close of all the evidence. When granting judgment on the
wrongful termination claim, the trial judge explained:
[Petitioner] has demonstrated that it wasn't intolerable
to the point that she was required to leave. She only made
that decision to leave when [Respondents] wouldn't accede
to her financial request to up the ante in what she was
getting paid and to shorten the time and increase the amount
of business that she could buy from the [Respondents].
the trial judge found that "[Petitioner] made
allegations and assertions of changed billing records for
which there's no proof that Dr. Hamersley changed them.
[Also] [t]here was not evidence that [Dr. Christian] was
threatened ever of being fired." The jury returned a
verdict in favor of Respondents on the breach of contract
counterclaim and awarded damages in the amount of $22, 902.
the jury returned its verdict on Respondents'
counterclaim, Respondents filed a motion for attorney's
fees and expenses pursuant to Maryland Rule 1-341. On
December 29, 2009, the hearing judge indicated he would
assess attorney's fees in an amount to be determined upon
submission of the legal bills to the court. The hearing judge
awarded $300, 000 in attorney's fees and costs on July
25, 2011. Both parties noted timely appeals.
first appeal, the Court of Special Appeals addressed four
questions. Maternal-Fetal Medicine Assocs. v.
Christian, No. 0967, 2009 (Md. Ct. Spec. App., July 24,
2013). The only one relevant to our inquiry is whether the
trial court erred in awarding $300, 000 in attorney's
fees to Respondents. Id. In its unreported opinion,
the Court of Special Appeals grappled with the basis of the
trial court's award of fees, and remanded for
clarification. Id. The Court of Special Appeals
identified that an award of attorney's fees based on the
contractual provision for fees would have been improper,
signaling to the trial court that an articulation of a basis
beyond the contract itself was necessary. Id.
remand, the Circuit Court requested supplemental briefing and
held an additional hearing specific to the issue of
attorney's fees. On February 3, 2015, the hearing judge
entered a Memorandum Opinion & Order in which he
explained, in part, the basis for his award of attorney's
fees. The hearing judge cited Inlet Assocs. v. Harrison
Inn Inlet, Inc., 324 Md. 254, 596 A.2d 1049 (1991), and
then determined whether there was a lack of substantial
justification for each party's litigation position. In
his discussion, the hearing judge found that each claim
brought by Petitioner lacked substantial justification. The
1. Medical Billing and Prescription of Lovenox:
The basis for most of Dr. Christian's claims was
[Respondents'] medical billing and prescription of the
drug Lovenox. Dr. Christian's allegations of misconduct
regarding these issues lack merit.
Dr. Christian alleged [Respondents] overbilled patients and
Dr. Hamersley improperly signed billing forms when Dr.
Christian was the physician who provided the service. Dr.
Hamersley denied this allegation and presented exhibits at
trial that showed billing forms alleged to be signed by Dr.
Hamersley were actually signed by Dr. Christian.
[Respondents] also presented evidence showing Dr. Hamersley
was not even in town when the bills at issue were signed.
[Respondents'] medical billing expert, Robin Roach,
testified at trial that it is appropriate for a supervising
physician to sign billing forms on behalf of a practice, and
the supervising physician obtained no benefit from signing
the forms. Dr. Christian did not retain a medical billing
expert for trial or even cross-examine Robin Roach. While Dr.
Christian claims that others (i.e., Wayne Kramer and
Megan Sterner) have witnessed improper billing, none of these
individuals were called as witnesses at trial. Dr. Christian
failed to present any evidence to the jury that
[Respondents'] billing practices were illegal or
After trial, Dr. Christian has argued an advisory letter to
Dr. Hamersley from the Board of Physicians indicates fault.
These letters are issued to inform, educate or admonish a
health care provider. Dr. Christian has not read the letter
nor does she have any information about its contents;
however, she admits that the letter resulted from 
allegations she made against Dr. Hamersley. The Court will
not speculate as to the contents of that letter nor will it
require Dr. Hamersley to produce it. This case has been fully
litigated and Dr. Christian had plenty of opportunity to
present evidence to support her claims, but failed to do so.
Dr. Christian also claimed Dr. Hamersley had a financial
arrangement with the manufacturers of the blood thinner,
Lovenox, and Dr. Hamersley over-prescribed Lovenox because of
the financial relationship. As a result of this allegation,
[Respondents] were required to hire Adam Duhl, a medical
expert on the prescription of Lovenox during pregnancy, to
justify Dr. Hamersley's prescription of Lovenox to
patients. No evidence was brought forth by Dr. Christian to
support this claim, so this claim is without justification.
2. Fraud in the Inducement:
"[F]raudulent inducement means that a party has been led
to enter into an agreement to his or her disadvantage as a
result of deceit." Sass v. Andrew, 152 Md.App.
406, 422 (2003). This must include a willful non-disclosure
or false representation of a material fact. Id. Dr.
Christian alleged Dr. Hamersley made material omissions about
patient care, billing practices, and the treatment of
employee doctor's medical judgment and patient relations.
At [the] summary judgment [hearing], [the Circuit] Court
[judge] found that Dr. Christian failed to establish any
material misrepresentation made by [Respondents] and failed
to show that [Respondents] had any intent to defraud Dr.
Christian. In Dr. Christian's deposition she said that
she consulted with her mentors about the opportunity and
decided to take the position. Dr. Christian did not mention
any representations by [Respondents] that caused her to enter
[into] the employment contract. Because Dr. Christian failed
to bring forth a fraudulent misrepresentation, this claim was
also without substantial justification.
3. Negligent Misrepresentation:
Similar to the issue of Fraud in the Inducement, Dr.
Christian failed to plead or prove any facts to support a
claim of Negligent Misrepresentation. There is no evidence
that Dr. Hamersley intended Dr. Christian to act on any
omission or negligent misrepresentation.
* * *
6. Constructive Discharge/Wrongful Termination:
The standard for constructive discharge is whether the
employer has deliberately caused or allowed the
employee's working conditions to become so intolerable
that a reasonable person in the employee's place would
have felt compelled to resign. Beye v. Bureau of
Nat'l Affairs, 59 Md.App. 642, 653 (1984). Dr.
Christian alleged ethical issues with [Respondents']
billing practices and allegations that Dr. Hamersley yelled
at Dr. Christian and denied her access to the records rooms
as the underlying facts for this claim. Dr. Christian
complained her medical license would be jeopardized if she
did not leave MFMA because [of Respondents'] billing
practices and patient treatment.
These claims are inconsistent with Dr. Christian's
actions. Prior to her departure from MFMA, Dr. Christian made
handwritten changes to her employment contract. In order for
Dr. Christian to stay, the conditions she added had to be
met. They were mostly financial conditions, including the
opportunity to purchase a 49% ownership interest in MFMA
instead of the 20-30% membership interest agreed upon in the
initial contract. Dr. Christian also added a more favorable
calculation of her bonuses and MFMA to pay all  her
malpractice insurance coverage.
Dr. Christian claimed that the conditions at MFMA were so
intolerable that she had to leave; however, she was willing
to remain and purchase half of the practice if her financial
conditions were met. Clearly the conditions were not so
intolerable that a reasonable person in her position would
leave because she was negotiating to stay if her demands were
met. Consequently, the evidence presented by Dr. Christian
was not even close to the standard required for a
constructive discharge claim.
hearing judge found that "[t]he total amount of
attorney's fees accumulated by [Respondents] was $555,
995.81." He awarded Respondents "$300, 000 in
attorney's fees as the amount [he] f[ound] to be
reasonable and necessary to defend the claims brought by Dr.
Christian without substantial justification."
March 2, 2015, Petitioner noted a timely appeal to the Court
of Special Appeals. In its second unreported opinion, the
Court of Special Appeals vacated the judgment of the Circuit
Court. Christian v. Maternal-Fetal Medicine Assocs.,
No. 0013, 2015 (Md. Ct. Spec. App., July 3, 2017). The Court
of Special Appeals affirmed the hearing judge's findings
of no substantial justification for the fraudulent
inducement, negligent misrepresentation, and wrongful
termination claims. Id. However, the Court of
Special Appeals reversed the hearing judge's findings of
no substantial justification with respect to the breach of
contract and tortious interference with contract
claims. Id. The Court of Special Appeals
then remanded the case. Id.
Court granted certiorari to answer the following
questions, which we have
revised for clarity:
1. Whether the hearing judge in the Circuit Court for
Montgomery County committed clear error when he determined
that Petitioner did not have substantial justification for
the fraudulent inducement, negligent misrepresentation, and
wrongful termination claims under Maryland Rule 1-341 and
whether he abused his discretion when he awarded $300, 000 in
2. Whether this Court should expressly adopt the
"but-for" test set forth by the United States
Supreme Court in Fox v. Vice, 563 U.S. 826 (2011)