United States District Court, D. Maryland
Honorable Gina L. Simms United States Magistrate Judge
before this Court, by the parties' consent, are Motions
for Summary Judgment and Responses in Opposition thereto.
(ECF Nos. 31, 32, 33, 34, 35). Upon review of the pleadings
and the record, the Court finds that no hearing is necessary.
See L.R. 105.6. For the reasons set forth below,
Plaintiff's Motion for Summary Judgment is DENIED (ECF
No. 31) and Defendant's Motion for Summary Judgment is
GRANTED IN PART AND DENIED IN PART (ECF No. 32).
Factual and Procedural Background
are trust companies represented by a court appointed
receiver, Plaintiff Ricardo Zayas. (ECF No. 19 at 2).
Plaintiffs the Rudasill Family Charitable Remainder Annuity
Trust (“Rudasill”) and the Bellavia Family Trust
(“Bellavia”) are “non-Maryland entity
plaintiffs” and Summit Trust Company
(“STC”) is headquartered in Nevada, but maintains
a principal place of business in Pennsylvania. Id.
Defendant Adcor Industries, Inc. (“Adcor”) is a
Maryland corporation that manufactures, assembles, and
supplies precision machine components, aerospace,
telecommunications, and weapons systems applications.
to Plaintiffs, STC negotiated and transacted commercial loans
to businesses on its own behalf as a duly authorized trustee
on behalf of other client trusts in its ordinary course of
business. Id. at 3.
following facts are undisputed. On or about February 29,
2012, Rudasill transferred $145, 292.40 to Adcor. (ECF No. 31
at 3; ECF No. 32-1 at 2). Then, on or about March 7, 2012,
STC transferred $200, 000 to Adcor. Id. Finally, on
or about March 9, 2012, Bellavia transferred $172, 800 to
Adcor. Id. Plaintiffs then filed three UCC-1
statements with the Maryland Department of Assessments and
Taxation on May 10, 2012. (ECF No. 19, ¶ 20; ECF No.
32-1 at 2). Defendant subsequently filed termination
statements on or about June 18, 2013 with respect to the May
10, 2012 UCC-1 statements. (ECF No. 19, ¶ 28; ECF No.
32-1 at 2). The filing of the UCC-1 statements allegedly
perfected Plaintiffs' security interests in Adcor's
intellectual property, including its patent portfolio, based
on the alleged loans from Plaintiffs to Adcor. See
Id. Both parties agree that no written agreement
memorializing the loans exists. (ECF No. 33 at 3-4; ECF No.
32-1 at 9).
filed their Complaint on September 19, 2016, i.e.,
four months after they learned that Defendant had attempted
to terminate Plaintiffs' security interests. (ECF No. 1).
Defendant filed a Motion to Dismiss on November 15, 2016 (ECF
No. 9), which was fully briefed, and was later granted in
part and denied in part by the Honorable George Jarrod Hazel
in a September 26, 2017 memorandum opinion (ECF No. 15).
Subsequently, Plaintiffs filed an Amended Complaint on
October 8, 2017, alleging, in relevant part: (1) breach of
contract and (2) unjust enrichment. (ECF No. 19). Plaintiffs
also allege that they “did not know and could not
reasonably have known” that Adcor attempted to
terminate their security interests in 2013 until May 2016
“when the Receiver initiated investigation and
collection efforts with respect to the Loans.”
Id. at 7.
addition, Plaintiffs maintain that Defendant breached loan
agreements because they and the Defendant “had a
meeting of the minds regarding all loans” by February
2012 and “entered into a binding agreement . . . to
provide the Loans to Adcor and Adcor agreed to repay the
Loans, with interest.” Id. ¶ 35.
Plaintiffs allege that Adcor's failure and continued
refusal to repay the loans despite agreeing to do so is a
breach of contract. Id. ¶¶ 36-38.
Plaintiffs aver that Defendant has been unjustly enriched at
the expense of Plaintiffs by retaining the money.
Id. ¶ 42.
2, 2018, Plaintiffs filed a Motion for Summary Judgment (ECF
No. 31), which was fully briefed, and on June 4, 2018,
Defendant filed its Motion for Summary Judgment (ECF No. 32),
which was also fully briefed. Accordingly, the Motions
pending before this Court are ripe for disposition. No
hearing is deemed necessary pursuant to L.R. 105.6.
Standard of Review
Motions for summary judgment shall be granted only if there
are no genuine issues as to any material fact, such that the
moving party is entitled to judgment as a matter of law.
Fed.R.Civ.P. 56(a); Anderson v. Liberty Lobby, Inc.,
477 U.S. 242, 250 (1986); Celotex Corp. v. Catrett,
477 U.S. 317, 322 (1986). The moving party bears the burden
of showing that there is no genuine issue as to any material
fact. Fed.R.Civ.P. 56(a); Pulliam Inv. Co. v. Cameo
Properties, 810 F.2d 1282, 1286 (4th Cir. 1987)
(internal citation omitted). The burden can be satisfied
through the submission of discovery materials. Barwick v.
Celotex Corp., 736 F.2d 946, 958 (4th Cir. 1984). To
defeat motions for summary judgment, on the other hand, the
nonmoving party cannot simply cast “metaphysical
doubt” on the material facts, but rather must provide
specific facts demonstrating a genuine issue for trial.
Matsushita Elec. Indus. Co., Ltd. v. Zenith Radio
Corp., 475 U.S. 574, 587 (1986) (citing Fed.R.Civ.P.
Court must construe the facts and documentary materials
submitted by the parties, including the credibility and
weight of particular evidence, in the light most favorable to
the party opposing the motions. Masson v. N.Y. Magazine,
Inc., 501 U.S. 495, 520 (1991) (citing
Anderson, 477 U.S. at 255)). A mere scintilla of
evidence is insufficient to create an issue of material fact.
See Barwick, 736 F.2d at 958-59 (citing
Seago, 42 F.R.D. at 632). Summary judgment is
inappropriate if any material factual issue “may
reasonably be resolved in favor of either party.”
Anderson, 477 U.S. at 250.
Maryland, the statute of limitations for a civil action is
three years. Md. Code, Courts & Judicial Proceedings,
§ 5-101 (2014) (“A civil action at law shall be
filed within three years from the date it accrues unless
another provision of the Code provides a different period of
time within which an action shall be commenced.”). The
statute of limitations “does not extinguish [a] debt;
it bars the remedy only.” Jenkins v. Karlton,
329 Md. 510, 531 (1993). Maryland has long recognized that
acknowledgement of a debt removes a statutory bar to
recovery. See Jenkins, 329 Md. at 531. Such an
acknowledgement need not “expressly admit the debt, it
need only be consistent with the existence of the debt,
” and it does not have to “be an express promise
to pay a debt.” Id. Acknowledgement of a ...