source: Caselaw Access Project

author: Reed, J.

license: Public Domain

text:
    161 A.3d 95
    Michael JOHNSON, Jr. v. MAYOR AND CITY COUNCIL OF BALTIMORE, et al.
    No. 1245,
    Sept. Term, 2015
    Court of Special Appeals of Maryland.
    June 1, 2017

      Argued by; Allan B. Rabineau (A. Dwight Pettit, on the brief), Baltimore, MD, for Appellant.
    Argued by: William R. Phelan, Jr. (George Nilson, City Solicitor, on the brief), Baltimore, MD, for Appellee.
    Panel: Wright, Reed, J. Frederick Sharer (Senior Judge, Specially Assigned), JJ.
   Reed, J.

This appeal stems from the aftermath of this Court’s reported opinion in Francis v. Johnson, 219 Md.App. 531, 101 A.3d 494 (2014), in which Michael Brian Johnson, Jr,, appellant, filed an action in the Circuit Court for Baltimore City against three detectives of the Baltimore City Police Department (“BPD”), Tyrone S. Francis, Milton G. Smith, III, and Gregory Hellen (collectively, the “officers”), A jury awarded compensatory and punitive damages to Mr. Johnson for intentional torts and constitutional violations “based on the officers’ actions in taking him from Baltimore in a police van, assaulting him, breaking his phone, and then dropping him off in Howard County, in the rain, without shoes, socks or a way home.” Francis, 219 Md.App. at 537, 101 A.3d 494.

The officers filed a motion for judgment notwithstanding the verdict (“JNOV”), a new trial, and remittitur, which was granted in part and denied in part by the trial court. The trial court ordered a new trial unless Mr. Johnson agreed to a remittitur in the compensatory damages award, which he ultimately did. The officers appealed. This Court largely affirmed the judgments of the trial court; nevertheless, we revised the compensatory damages and remanded the case for further proceedings.

Before those further proceedings took place, Mr. Johnson filed a Request for Writ of Execution and Levy Upon Personal Property and a Request for Garnishment of Property in the amount of this Court’s revised judgment, identifying the May- or & City Council of Baltimore City (the “City”), appellees, as “Judgment Debtors” and M & T Bank as the “Garnishee.” After the clerk of the court issued both writs, the City filed a Motion to Quash Writs of Execution and Garnishment of Property and to Release Property from Levy.

After a hearing, the motions court quashed both writs and ordered that the funds be released by the bank. The court found (1) that there was no valid judgment to execute upon because the judgment had not been revised by the circuit court after this Court’s remand, (2) that the writs were not timely filed, and (3) that the City was not the judgment debtor in this case. Mr. Johnson noted a timely appeal, and presents one question for our review:

Did the [circuit cjourt err in granting the Mayor & City Council’s Motion to Quash Writs of Execution and Garnishment of Property and to Release Property from Levy[?]

For the following reasons, we answer in the negative and, accordingly, affirm the judgment of the circuit court.

FACTUAL AND PROCEDURAL BACKGROUND

A. Prior Proceedings

The following is a summary of the background as pertinent to this case. The detailed factual background of the trial and verdict is set out in this Court’s reported opinion in Francis, supra.

On February 23, 2010, Mr. Johnson’s parents, on behalf of Mr. Johnson, filed an action in the Circuit Court for Baltimore City arising from his detention by the officers on May 4, 2009. Seeking both compensatory and punitive damages, they claimed assault, battery, false imprisonment, and violations of Articles 24 and 26 of the Maryland Declaration of rights. Specifically,

[t]he complaint alleged that the officers were “acting ... within the scope of their employment as Baltimore City Police Officers” when the foregoing [detention] occurred, and they “maliciously, intentionally, carelessly, recklessly, with gross negligence, wantonly, willfully, wrongfully, unreasonably, with reckless disregard for human life; and without justification assaulted, battered, and detained” Mr. Johnson. Mr. Johnson sought compensatory damages in the amount of ten million dollars ($10,000,000) and punitive damages in the amount of fifteen million dollars ($15,000,-000).

Francis, 219 Md.App. at 539, 101 A.3d 494.

A jury trial was held on January 17-25, 2013. On January 25, 2013, the jury rendered its verdict in favor of Mr. Johnson and awarded him a total of $500,000 in compensatory and punitive damages. The vast majority of those damages was against Detectives Francis and Hellen. The officers subsequently filed a motion for JNOV, a new trial, and remittitur on February 4, 2013, alleging, inter alia, that there was no competent evidence to support the jury’s verdict that the injuries were committed through malice on the part of the officers, and that the verdict was excessive and exceeded the damages cap from the Local Government Tort Claims Act (“LGTCA”), found in Maryland Code (1974, 2013 Repl. Yol.) § 5-301 et seq. of the Courts and Judicial Proceedings Article (“CJP”). The trial court filed a memorandum opinion and order on May 21, 2013, granting the motion in part and denying it in part. The court found that there was sufficient evidence to support the jury’s finding of malice and that, while the awards against Detectives Smith and Francis were above the LGTCA’s statutory cap, the officers were not entitled to a reduction because of the malice finding. The court, however, also found that the awards for compensatory damages were “grossly excessive” and ordered a new trial as to damages only, unless Mr. Johnson agreed to a remittitur of $165,000 on the compensatory damages award. Mr. Johnson agreed, and the remittitur was entered May 28, 2013, revising compensatory damages to $300,000, in addition to the $34,000 in total punitive damages.

The officers timely appealed to this Court. Pertinent here, they alleged that the trial court erred both in failing to further reduce the damages award and in allowing the jury to consider the issue of malice. Ultimately, on October 6, 2014, this Court issued the opinion in Francis, supra, reversing the damages in part, but otherwise affirming the judgments of the circuit court. For reasons not relevant here, the damages were further revised down to a total of $281,000 against the officers, and the case was remanded for further proceedings. Subsequently, the officers filed a petition for writ of certiorari, and Mr. Johnson filed a conditional cross petition for 'writ of certiorari, both of which were denied by the Court of Appeals on April 20, 2015.

B. Current Proceedings

Before any further proceedings regarding this Court’s remand for revised damages, Mr. Johnson filed the two requests for writs underlying this appeal. On June 22, 2015, he filed a Request for Writ of Execution and Levy Upon Personal Property and a Request for Garnishment of Property in the circuit court, seeking the revised $281,000, plus interest of 10% per annum from January 25, 2013. Both request for writs were captioned in the same style as before, but were specifically directed against the City itself, rather than personally against the officers.

On June 26, 2015, the clerk of the circuit court issued the writs, both of which named the City as the “Judgment Debt- or.” The Writ of Execution directed the Sheriff of Baltimore City to levy upon the property of the City to satisfy a monetary judgment, and the Writ of Garnishment of Property, addressed to M & T Bank as “Garnishee,” directed the bank to hold the property of the City (namely, $281,000) subject to further proceedings in the circuit court. On July 3, 2015, the City was informed by M & T Bank that the funds would be debited that day from the City’s disbursement account and would be held until the bank received a court order to disburse the funds.

On July 8, 2015, the City filed a motion to quash the writs and to release the property from levy, and Mr. Johnson filed a response on July 20, 2015. At a hearing on the motion two days later, on July 22, 2015, the motions court made the following findings:

There’s [sic ] so many things involved in this case here. And I’m not really going to go into all of them with respect to what the requests for the garnishment and the execution—the Writ of Execution—the contents of those requests. I will say that the City of Baltimore is not the judgment debtor in this case. So I do agree with the City that they are not the judgment debtor and there never should have been a Writ of Execution of garnishment [sic ] issued against them. But in addition, I do also agree that the property of the City cannot be garnished, liens cannot be placed against the City property—so it’s not proper to request a Writ of Garnishment and/or execution against Baltimore City’s property. So I am going to quash the Writ of Execution and the Writ of Garnishment, and direct the Bank to unfreeze the funds, see that they’re back into the account of the City.
There’s [sic] several things that—and I also agree that the Judgment—once [t]he Court of Special Appeals remanded this case, affirming part and reversing part [sic]— there’s no longer a valid Judgment to execute upon either. Until the Court takes action—pursuant to the decision of the Court of Special Appeals to enter the correct Judgment. So there is no correct Judgment at this time. ...

Before concluding the hearing, the following discussion took place between Mr. Johnson’s counsel and the motions court:

[COUNSEL]: Your Honor, may I ask for just one clarification?
THE COURT: Yes.
[COUNSEL]: As I understand it, Your Honor has ruled that number one, the Writ is not timely, because it’s premature.
THE COURT: Yes.
[COUNSEL]: And if I—I don’t want to put words into the [c]ourt’s mouth—but even if it had been, the City property still cannot be attached. Is that correct?
THE COURT: That is correct.
[COUNSEL]: Okay, thank you.
THE COURT: Because there’s no valid Judgment right now. There’s no proper Judgment in this case.
[COUNSEL]: I’m not arguing—I just wanted clarification.
THE COURT: No no no, that’s right, but I’m just saying that’s the basis for my ruling, of it being premature.
[COUNSEL]: Yes, yes.
THE COURT: Because the Court of Special Appeals’ decision has not been acted upon....

The motions court filed an order granting the City’s motions to quash both writs and releasing the money back to the City that same day, and Mr. Johnson noted a timely appeal on August 5, 2015.

DISCUSSION

A. Parties’ Contentions

Mr. Johnson argues the motions court erred in granting the motion to quash. His argument is essentially threefold. First, he argues that the filing of the requests for writs was timely because the judgment was originally entered on January 31, 2013, and, since no stay of judgment has been entered or requested, the Court of Appeals’ denial of certiorari means that he is entitled to execute upon the judgment. Second, he argues that, pursuant to the LGTCA and the Court of Appeals’ holding in Houghton v. Forrest, 412 Md. 578, 989 A.2d 223 (2010), the City is the “[a]ppropriate[ ]” judgment debtor and, therefore, he is entitled to enforce the judgment against the officers’ employer—namely, the City. Finally, Mr. Johnson claims, through an affidavit from one of his attorneys, that M & T Bank was the “[p]roper [sjource of the [funds.” The affidavit explains that the attorney represented different plaintiffs in a separate case against a BPD officer. Mr. Johnson believes that the affidavit, together with a copy of a redacted check from the settlement of the other case his attorney was involved in, “served the purpose of identifying the account from which payments are made on behalf of the [BPD] in actions against the Baltimore City Police Department.”

The City responds with four arguments, beginning with its “main argument in the circuit court:” that “it has long been established that a party cannot execute a judgment against municipal property.” Second, the City argues that Mr. Johnson “has sought to collect his judgment from the wrong entity” because the BPD is the “local government” for the purposes of the LGTCA, as the BPD is: (1) a state—not City—agency; and (2) the actual employer of Baltimore City police officers. Third, the City argues the circuit court’s concerns over whether the writs were prematurely filed were not about a stay of the judgment, but, rather, were about the finality of the judgment because, while the case was remanded by this Court, no proceedings regarding the remand had taken place. Fourth, and finally, the City contends that it cannot be subject to a judgment in this case because, “if for no other reason,” it has never been a party to the proceedings.

B. Standard of Review

Maryland Rule 8-131 (c) provides, “When an action has been tried without a jury, the appellate court will review the case on both the law and the evidence. It will not set aside the judgment of the trial court on the evidence unless clearly erroneous[.]” However,

[although the factual determinations of the circuit court are afforded significant deference on review, “‘the clearly erroneous standard for appellate review ... does not apply to a trial court’s determinations of legal questions or conclusions of law based on findings of fact.’ ” Ins. Co. of N. Am. v. Miller, 362 Md. 361, 372, 765 A.2d 587 (2001) (citation omitted). Instead, “where the order involves an interpretation and application of Maryland statutory and case law, we must determine whether the lower court’s conclusions are ‘legally correct’ under a de novo standard of review.” Walter v. Gunter, 367 Md. 386, 392, 788 A.2d 609 (2002).

Jackson v. 2109 Brandywine, LLC, 180 Md.App. 535, 567, 952 A.2d 304 (2008) (alterations in original). See also Friedman v. Hannan, 412 Md. 328, 335-36, 987 A.2d 60 (2010); Morgan Stanley & Co., Inc. v. Andrews, 225 Md.App. 181, 187, 123 A.3d 640 (2015); Montgomery County v. Fraternal Order of Police, 222 Md.App. 278, 294, 112 A.3d 1052 (2015).

C. Analysis

“In general, ‘[t]he LGTCA limits liability, provides for indemnification, and establishes procedural requirements relating to suits against officials of [sic] local government employees.’ ” Board of Education of Prince George’s County v. Marks-Sloan, 428 Md. 1, 30, 50 A.3d 1137 (2012) (quoting Houghton, 412 Md. at 591, 989 A.2d 223). The Court of Appeals has explained that

[t]he purpose of the LGTCA is to provide a remedy for those injured by local government officers and employees acting without malice and in the scope of employment, while ensuring that the financial burden of compensation is carried by the local government ultimately responsible for the public employee’s actions. Ashton v. Brown, 339 Md. 70, 107-08, 660 A.2d 447, 465-66 (1995). Thus, the LGTCA requires Maryland counties and other entities defined therein as “local governments,” § 5—301(d), to pay, up to certain limits, judgments for compensatory damages rendered against their employees as a result of tortious acts committed in the scope of employment. Williams v. Maynard, 359 Md. 379, 380-81, 754 A.2d 379, 380 (2000). See § 5-303(b).

Moore v. Norouzi, 371 Md. 154, 166-67, 807 A.2d 632 (2002) (footnotes omitted). Importantly, for our purposes, the LGTCA specifically includes both the City and the BPD in its definition of “Local government.” CJP § 5—301(d)(4) & (21). This distinction is important because the BPD is a decidedly peculiar agency in the eyes of Maryland law.

Until 1860, the police function in the City of Baltimore was under municipal control, but was ineffectual, corrupt, and politically partisan. H.H. Walker Lewis, The Baltimore Police Case of 1860, 26 Md. L. Rev. 215, 218-225 (1966). The problem came to a head in the elections of 1857, when the police were unwilling and unable to stop violence directed at Democrats. Id. When the Democrats won control of the state legislature in the 1859 elections, the first order of business was to seize state control of the Baltimore Police Department. Id. at 225. The Court of Appeals affirmed the constitutionality of this State take-over, Baltimore v. State, 15 Md. 376 (1860), and it has remained a State agency since. Over time, the State’s role in supervising the Baltimore Police Department has lessened as power over appointment and termination of the Police Commissioner and the budget for the Police Department were transferred to the City. See Baltimore v. Clark, 404 Md. 13, 944 A.2d 1122 (2008). Nevertheless, the case law is absolutely clear that the Baltimore Police Department remains a State agency. Id. And equally clearly, the Baltimore Police Department is not an agent or instrumentality of the City.

Logically, it follows that, for the purposes of the LGTCA, the City is not the “local government” at issue here. As the City lays out in great detail in its brief, this has long been firmly established in our State’s caselaw. See, e.g., Houghton, 412 Md. at 588, 989 A.2d 223 (“[T]he BCPD was created as a state agency, through an act of the General Assembly, and not as a municipal agency.”); Mayor & City Council of Baltimore v. Clark, 404 Md. 13, 23, 944 A.2d 1122 (2008) (“[T]he Baltimore Police Department is not an agency of the City of Baltimore and has not been for some time.”); Clea v. Baltimore, 312 Md. 662, 668, 541 A.2d 1303 (1988), superseded on other grounds by statute as stated in D’Aoust v. Diamond, 424 Md. 549, 586, 36 A.3d 941 (2012) (“Unlike other municipal or county police departments which are agencies of the municipality or county ..., the Baltimore City Police Department is a State agency.”); Ashton v. Brown, 339 Md. 70, 104 n.18, 660 A.2d 447 (1995); Baltimore Police Dep’t v. Cherkes, 140 Md.App. at 303-05, 323, 780 A.2d 410; Williams v. Baltimore, 128 Md.App. 1, 736 A.2d 1084 (1999), rev’d on other grounds, 359 Md. 101, 753 A.2d 41 (2000).

In an attempt to circumvent that unquestionably settled principle, Mr. Johnson relies heavily—and, as we explain, erroneously—on the Court of Appeals’ holding in Houghton, supra. Because his reliance is misplaced, we need not set out the facts in any large detail; rather, we feel it sufficient to say that the relevant facts of that case are similar enough to those presented here. Mr. Johnson quotes the Court’s holding in Houghton as follows: “We also hold that there is no reason to determine if Houghton acted with malice, as the BCPD is liable for the judgment against Houghton regardless. Forrest is thus entitled to collect her judgment directly from the BCPD.” Houghton, 412 Md. at 593, 989 A.2d 223 (emphasis added). Thus, Mr. Johnson contradicts his own argument within the same breath in which he attempts to support it. The Court in Houghton held that the BPD was liable for the officer’s damages, not the City.

We also agree with the City’s argument that plaintiffs in this State, such as Mr. Johnson, cannot obtain municipal property by execution. This long-standing principle is based on the fact that “all the property held by the [municipal] corporation is, ... when considered in an enlarged sense, held for public uses and benefits.” Darling v. City of Baltimore, 51 Md. 1 (1879). Therefore, as the Court of Appeals explained in no uncertain terms in Darling,

it would be attended with the most serious consequences, and involve the greatest amount of inconvenience, to lay it down as a rule that any property belonging to a municipal corporation, not actually used in the discharge of its public functions, could be levied upon and sold under ordinary execution, as upon judgment against a private corporation. Both upon principle and the reason of the thing therefore, we conclude that an execution on judgment against a municipal corporation cannot lie.

Id. at 14 (emphases added). See also In re Fowble, 218 F. 676, 679 (D. Md. 1914) (“In Maryland, municipal property is not liable to be taken on execution.” (citation omitted)). This does not mean that plaintiffs similarly situated to Mr. Johnson have no legal remedy by which to seek payment of a judgment against the BPD. As we explained in Baltimore Police Dep’t v. Cherkes, 140 Md.App. 282, 326, 780 A.2d 410 (2001), if the BPD fails to pay a judgment for compensatory damages entered against one of its officers, “it is subject to an enforcement action” because “its common law State sovereign immunity has been waived [with regards to its duties under the LGTCA].”

Moreover, even if the City were the judgment debtor in this case and Mr. Johnson could obtain a judgment against the City by execution, we hold that Mr. Johnson’s actions to collect on the judgment were void for being both premature (further proceedings ordered by this Court in Francis, supra had not yet occurred) and against a non-party to the case. Therefore, Mr. Johnson’s appeal fails for these reasons as well.

CONCLUSION

For the reasons stated above, the motions court did not err in granting the City’s motion to quash, and, accordingly, the judgment of the circuit court is affirmed.

JUDGMENT OF THE CIRCUIT COURT FOR BALTIMORE CITY AFFIRMED; COSTS TO BE PAID BY APPELLANT.

      . At the time of the action, because Mr. Johnson was a minor, it was filed through his mother and next friend, Kathryn McDonald, and his father and next friend, Michael Brian Johnson, Sr. During the pendency of the case, Mr. Johnson reached the age of 19, so he was substituted as sole plaintiff by the trial court upon motion at the end of the plaintiffs' case.


author: Salmon, J.

text:
    161 A.3d 718
    Kyle BLACKSTONE, et al. v. Dinesh SHARMA, et al. Terrance Shanahan, Substitute. Trustee, et al. v. Seyed Marvastian, et al.
    No. 1524,
    No. 1525,
    Sept. Term, 2015
    Sept. Term, 2015
    Court of Special Appeals of Maryland.
    June 6, 2017

      Argued by: Marc James Ayers (Bradley, Arant, Boult, Cummings, LLP, Birmingham, AL and Eric A. Fretchel, Marc A. Nardone, Bradley, Arant, Boult, Cummings, LLP, Washington, D.C.) all on the brief, for Appellant.
    Argued by: Phillip Robinson (Consumer Law Center LLC, on the brief), Silver Spring, MD, for Appellee.
    Panel: Wright, Shaw Geter, James P. Salmon (Senior Judge, Specially Assigned), JJ.
   Salmon, J.

This consolidated appeal originates from two foreclosure cases filed in the Circuit Court for Montgomery County. In both cases, substitute trustees (collectively, “appellants”) acting on behalf of Ventures Trust 2013-I-H-R (“Ventures Trust”), a statutory trust formed under the laws of the State of Delaware, filed orders to docket foreclosure suits against homeowners in the State of Maryland. The circuit court judges who considered the cases dismissed the actions, determining that pursuant to the Maryland Collection Agency Licensing Act (“MCALA”), codified at Maryland Code (1992, 2015 Repl. Vol.), Business Regulation Article (“B.R.”) § 7-101 et seq., Ventures Trust was required to be licensed as a collection agency and, because Ventures Trust had not obtained such a license, any judgment entered as a result of the foreclosure actions would be void. The dismissal of these foreclosure actions, without prejudice, presents us with two questions:

1. Under the MCALA, does a party who authorizes a trustee to initiate a foreclosure action need to be licensed as a collection agency before filing suit?
2. If the answer to question one is in the affirmative, does the licensing requirement apply to foreign statutory trusts such as Ventures Trust?

We shall answer “yes” to both questions and affirm the judgments entered by the Circuit Court for Montgomery County.

BACKGROUND

Appeal No. 1524

On August 4, 2006, Dinesh Sharma, Santosh Sharma, and Ruchi Sharma (collectively “the Sharmas”) executed a deed of trust that encumbered real property in Potomac, Maryland, in order to secure a $1,920,000 loan. Washington Mutual Bank, FA was the lender. The Sharmas, in December 2007, defaulted on the loan by failing to make payments when due.

Ventures Trust, by its trustee MCM Capital Partners, LLC (“MCM Capital”), acquired ownership and “all beneficial interest” of the loan on October 9, 2013. The substitute trustees appointed by Ventures Trust filed an order to docket, initiating the foreclosure action, on November 25, 2014. The Shar-mas owed $3,008,536.23 on the loan as of November 25, 2014.

The Sharmas responded to the foreclosure action by filing a counterclaim which was later severed by order of the circuit court. They also filed a motion to dismiss or enjoin the foreclosure sale pursuant to Md. Rule 14-211. The substitute trustees moved to strike the Sharmas’ motion, which the court granted on May 7, 2015. The Sharmas filed a motion to alter or amend the May 7th order. On June 22, 2015 the court vacated its May 7th order, denied the substitute trustees’ motion to strike the Sharmas’ motion to dismiss, and set a hearing date for arguments concerning the motion to dismiss.

Following a hearing, the court, on August 28, 2015, issued an opinion and order granting the motion to dismiss the foreclosure action without prejudice. In its written opinion the circuit court determined that, pursuant to the MCALA, Ventures Trust was a collection agency and was therefore required to be licensed before attempting to collect on the deed of trust. The circuit court ruled that because Ventures Trust was not licensed as a collection agency, it had no right to file a foreclosure action. In its written opinion, the court also rejected Ventures Trust’s contention that it was a “trust company” and was therefore exempt from MCALA’s licensure requirements. The substitute trustees noted a timely appeal.

Appeal No. 1525

On June 23, 2006, Seyed and Sima Marvastian executed a deed of trust on property in Bethesda, Maryland in order to secure a $1,396,500 loan. Premier Mortgage Funding, Inc. was the lender. The Marvastians defaulted on the loan by failing to make payments when due in December 2012.

Ventures Trust by its trustee MCM Capital acquired the Marvastians’ loan in February 2014. On October 20, 2014, the substitute trustees filed an order to docket, initiating the foreclosure process. At the time of filing, the substitute trustees alleged that the Marvastians owed $1,632,303.26 on the loan.

The Marvastians responded by filing a counterclaim, which was severed by order of the circuit court. They also filed a motion to dismiss or stay the foreclosure sale pursuant to Md. Rule 14-211. Following extensive briefing and a hearing, the court granted the Marvastians’ motion to dismiss, albeit without prejudice. The judge’s reasons for dismissing the ease were exactly the same as those given for dismissing the foreclosure case that is the subject of Appeal No. 1524.

I.

STANDARD OF REVIEW

[B]efore a foreclosure sale takes place, the defaulting borrower may file a motion to stay the sale of the property and dismiss the foreclosure action. In other words, the borrower, may petition the court for injunctive relief, challenging the validity of the lien or ... the right of the [lender] to foreclose in the pending action. The grant or denial of injunctive relief in a property foreclosure action lies generally within the sound discretion of the trial court. Accordingly, we review the circuit court’s denial of a foreclosure injunction for an abuse of discretion. We review the trial court’s legal conclusions de novo.

Hobby v. Burson, 222 Md.App. 1, 8, 110 A.3d 796 (2015) (internal citations and quotation marks omitted). See also Svrcek v. Rosenberg, 203 Md.App. 705, 720, 40 A.3d 494 (2012). In the two cases that are the subject of this appeal, the trial judges based their rulings on their legal conclusions. Thus we review those conclusions de novo.

II.

In Finch v. LVNV Funding, LLC, 212 Md.App. 748, 758-64, 71 A.3d 193 (2013) we stated that without a license, a collection agency has no authority to file suit against the debtor. Accordingly, a “judgment entered in favor of an unlicensed debt collector constitutes a void judgment[.]” Id. at 764, 71 A.3d 193. See also Old Republic Insurance v. Gordon, 228 Md.App. 1, 12-13, 137 A.3d 237 (2016) (footnote omitted).

Maryland Code B.R. § 7-101(c) defines a collection agency as follows:

“Collection agency” means a person who engages directly or indirectly in the business of:
(l)(i) collecting for, or soliciting from another, a consumer claim; or
(ii) collecting a consumer claim the person owns, if the claim was in default when the person acquired it;
(2) collecting a consumer claim the person owns, using a name or other artifice that indicates that another party is attempting to collect the consumer claim;
(3) giving, selling, attempting to give or sell to another, or using, for collection of a consumer claim, a series or system of forms or letters that indicates directly or indirectly that a person other than the owner is asserting the consumer claim; or
(4) employing the services of an individual or business to solicit or sell a collection system to be used for collection of a consumer claim.

(Emphasis added.)

As used in the Business Regulations Article, “person” means “an individual ... trustee ... fiduciary, representative of any kind, partnership, firm, association, corporation, or other entity.” B.R. § l-101(g). B.R. 7-101(e) defines a “consumer claim” as meaning a “claim that: 1) is for money owed or said to be owed by a resident of the State; and 2) arises from a transaction in which, for a family, household, or personal purpose, the resident sought or got credit, money, personal property, real property, or services.”

Before the law was amended in 2007, MCALA applied only to businesses that collected debts owed to another person. Old Republic, 228 Md.App. at 16, 137 A.3d 237. In 2007, the statute was broadened to include persons who engage in the business of “collecting a consumer claim the person owns, if the claim was in default when the person acquired it[.]” B.R. § 7-101(c)(l)(ii).

The legislative history of the 2007 amendment, insofar as here pertinent, was set forth in Old Republic as follows:

[T]he legislative history makes clear that the General Assembly enacted the 2007 amendments to regulate “debt purchasers,” who were exploiting a loophole in the law to bypass the MCALA’s licensing requirements.
The Senate Finance Committee Report on House Bill 1824 explained:
House Bill 1324 extends the purview of the State Collection Agency Licensing Board to include persons who collect consumer claims acquired when the claims were in default. These persons are known as “debt purchasers” since they purchase delinquent consumer debt resulting from credit card transactions and other bills; these persons then own the debt and seek to collect from consumers like other collection agencies who act on behalf of original creditors.

Charles T. Turnbaugh, Commissioner of Financial Regulation and Chairman of the Maryland Collection Agency Licensing Board offered the following testimony:

[T]he evolution of the debt collection industry has created a “loophole” used by some entities as a means to circumvent current State collection agency laws. Entities, such as “debt purchasers” who enter into purchase agreements to collect delinquent consumer debt rather than acting as an agent for the original creditor, currently collect consumer debt in the State without complying with any licensing or bonding requirement. The federal government has recognized and defined debt purchasers as collection agencies, and requires that these entities fully comply with the Federal Fair Debt Collection Practices Act.
This legislation would include debt purchases within the definition of “collection agency,” and require them to be licensed by the Board before they may collect consumer claims in this State. Other businesses that are collecting their own debt continue to be excluded from this law.

Susan Hayes, a member of the Maryland Collection Agency Licensing Board, submitted the following in support of the bill:

The traditional method of dealing with distressed accounts has been for creditors to assign these accounts to a collection agency. These agencies, operating under a contingency fee arrangement with the creditor, keep a portion of the amount recovered and return the balance to the creditor. Today, a different option is available—selling accounts receivables to a third party debt collector at a discount.
* * *
HB 1324 closes a loophole in licensing of debt collectors under Maryland law. Just because a professional collector of defaulted debt “purchases” the debt, frequently on a contingent fee basis, should not exclude them from the licensing requirements of Maryland law concerning debt collectors.

Id. at 19-20, 137 A.3d 237.

Ventures Trust is in the business of buying from banks, at a discount, mortgages and deeds of trust that are in default. In the cases here at issue, there is no dispute that: 1) when Ventures Trust purchased the loans in question, the loans were in default; and 2) Ventures Trust, by filing (through its agents—the trustees) the foreclosure actions it was attempting to collect “consumer debt.”

As we said in Old Republic, the legislative history of the 2007 amendments to the MCALA make it “clear that the General Assembly had a specific purpose in mind in adopting the 2007 amendments, i.e., including [under the Act] debt purchasers, people who purchased defaulted accounts receivable at a discount, within the purview of MCALA.” Id. at 21, 137 A.3d 237. Money owed on a note secured by a deed of trust or a mortgage certainly qualifies as an account receivable. And Ventures Trust is in the business of buying up defaulted mortgages or deeds of trust and instituting foreclosure actions to obtain payment.

Appellants contend that the MCALA does not require a party to be licensed as a collection agency in order to file a foreclosure action. They support that contention with the following argument:

Foreclosures are not mentioned [in B.R. § 7-101(c) ], although the Legislature clearly knew how to do so if it had wished. There is no specific statement in the MCALA to the effect that “doing business” as a “collection agency” includes actions taken to enforce a security interest, such as foreclosing on a deed of trust, nor is there any specific statement that such actions would fall into the definition of “collecting” a consumer claim. Neither this Court nor the Court of Appeals has ever ruled that pursuing a foreclosure proceeding amounts to “doing business” in Maryland as a “collection agency” under the Act, and for good reason. As the Legislature has made clear in numerous statutes, a foreign entity— including a statutory trust such as Ventures Trust—pursuing foreclosure is not “doing business” in Maryland[.]

Appellants emphasize that Md. Code (2014 Repl. Vol.), Corporations and Associations Article § 12-902(a) requires any foreign statutory trust doing business in Maryland to register with the State Department of Assessments and Taxation (“SDAT”). Section 12-908(a)(5) provides, however, that “[Qoreclosing mortgages and deeds of trust on property in this State” is not considered “doing business.”

According to appellants, because of “the Legislature’s” express decision to make clear that a foreclosure proceeding brought by a foreign statutory trust is by definition, not doing business in Maryland, a foreign trust does not need to be licensed as a collection agency to file a Maryland foreclosure action. That argument would be strong were it not for the fact (relied upon by both circuit court judges who ruled against appellants below) that section 12-908(a) of the Corporations and Associations Article expressly states that the “doing business” exception granted to foreign trusts is “for the purposes of this subtitle[.]” In other words, the foreign trust exception does not apply to the MCALA.

It is true, as appellants point out, that no Maryland appellate court has ever held that a foreign trust needs a license under the MCALA to file a foreclosure action. But the matter has simply not been addressed by any Maryland appellate court.

Judge Ellen Hollander, in Ademiluyi v. PennyMac Mortgage Investment Trust Holdings I, LLC, et al., 929 F.Supp.2d 502, 520-24 (D. Md. 2013) did hold that a MCALA license was needed to bring a foreclosure action based on the allegations set forth in the complaint filed in that case. In Ademiluyi, the holder of the mortgage (PennyMac), filed a foreclosure action on a mortgage even though (it was alleged) that PennyMac purchased the mortgage after it was in default and did not have a debt collection license. Id. at 520. The issue in that case was whether, based on the allegations in the complaint, Pen-nyMac needed a license prior to bringing a foreclosure action. Id.

After a lengthy discussion, Judge Hollander said:

I am persuaded that, even if actions pertinent to mortgage foreclosure are taken in connection with enforcement of a security interest in real property, such actions may constitute debt collection activity under the MCALA. Therefore, based on the facts alleged by plaintiff, PennyMac Holdings may qualify as a collection agency under the MCALA with respect to mortgage debt it seeks to collect, including through judicial foreclosure proceedings or other conduct pertinent to foreclosure.

Id. at 523.

Support for Judge Hollander’s conclusion can be found in a twenty-one page order, dated December 8, 2013, signed by Gordon M. Cooley, Chairperson of the Maryland State Collection Agency Licensing Board. Mr. Cooley ordered several entities, including NPR Capital, LLC, to stop attempting to collect consumer debts by filing foreclosure actions. At page 17 of his order, the Acting Commissioner determined, inter alia, that NPR Capital violated the provisions of the MCALA (specifically B.R. § 7-401 (a)) by attempting to collect a debt by filing a foreclosure action at a time when it was not licensed as a collection agency.

When interpreting the MCALA, the ruling by Commissioner Cooley is of consequence because, as the Court of Appeals recently said, it is well established that appellate courts “should ordinarily give ‘considerable weight’ to ‘an administrative agency’s interpretation and application of the statute’ ” it is charged with administering. Board of Liquor License Commissioners for Baltimore City v. Kougl, 451 Md. 507, 514, 154 A.3d 640 (2017), (quoting Maryland Aviation Administration v. Noland, 386 Md. 556, 572, 873 A.2d 1145 (2005)). As can be seen, the Board that administers the MCALA statute is of the view that the MCALA covers persons who attempt to collect consumer debt by filing a foreclosure action.

In support of their position, appellants point out, accurately, that nowhere in the legislative history of the 2007 amendment to the MCALA, is there any mention of foreclosure actions. From this, appellants ask us to infer that the General Assembly did not intend that persons who purchase defaulted mortgages or deeds of trust and then file foreclosure actions needed to purchase a debt collection license. In our view, the absence of a specific reference in the legislative history is not dispositive because, insofar as the issue here presented is concerned, the MCALA is unambiguous.

With exceptions not here relevant except the one discussed in Part III, infra, “a person must have a license whenever the person does business as a collection agency in the State.” B.R. § 7-301(a). The definition of a “collection agency” has five elements. Old Republic, 228 Md.App. at 23, 137 A.3d 237 (Nazarian, J. dissenting). Those elements are:

“[a] a person who [b] engages directly or indirectly in the business of ... collecting a [c] consumer claim the [d] person owns, [e] if the claim was in default when the person acquired it.” BR § 7-101(c)(ii).

Id,

Ventures Trust admits that it meets elements (a), (c), (d) and (e). It argues, however, that element (b) is not met because it does not “engage in the business of collecting” debt by filing foreclosure actions. Boiled down to its essence, appellants’ “not in the business” argument is based on the contention that the General Assembly intended to exempt from the MCALA persons who attempt to collect consumer debt by bringing foreclosure actions. We can find no such intent in the words of the statute or in anything in the Act’s legislative history. We therefore reject that contention and hold that unless some exception to the MCALA is applicable, the licensing requirements of the MCALA applies to persons who attempt to collect a consumer debt by bringing a foreclosure action.

The MCALA states: “This title does not apply to ... a trust company[.]” B.R. § 7-102(b)(8). The statute does not define “trust company.” See B.R. § 7-101. Appellants claim that even if the MCALA licensing requirement applies to a person who brings a foreclosure action in order to enforce a consumer debt, the MCALA does not apply to Ventures Trust because it is a “trust company.” Black’s Law Dictionary (10th ed. 2014) defines “trust company” as “[a] company that acts as a trustee for people and entities and that sometimes also operates as a commercial bank.” The appellants claim that Ventures Trust meets that definition because, purportedly, Ventures Trust “certainly holds and maintains trust property.”

We pause at this point to discuss what the record reveals about Ventures Trust. In appellants’ filing with the Montgomery County Circuit Court, appellants’ counsel stated that Ventures Trust is the holder of the notes at issue, and that it is a statutory trust formed in Delaware under 12 DEL. CODE § 3801(g). Ventures Trust has two trustees. They are MCM Capital and Wilmington Federal Savings Fund Society, FSB doing business as Christiana Trust. In Appeal No. 1525, counsel for the substitute trustees orally told the motions judge that Ventures Trust was “like an account at Christiana Bank” and that Christiana Trust was the trustee of Ventures Trust. That representation was also made by counsel for the substitute trustee in that case in a supplemental memorandum where it was said: “Ventures Trust. 2013-I-H-R..., is the holding of a Federal Savings Bank[,] which serves as its co-trustee .... ”

Using the Black’s Law Dictionary (10th edition) definition of “trust company” set forth above, Ventures Trust does not fit within that definition. It does not act as a bank. Moreover, other entities act as trustees for it. There is nothing in the record that shows that Ventures Trust acts as a trustee for anyone.

Appellants also suggest that we use the slightly different definition of “trust company” set forth in Black’s Law Dictionary (5th ed. 1979) because that edition of Black’s was published “around the time of the 1977 amendment” that exempted trust companies from the MCALA. Black’s 1979 definition of “trust company” was as follows: “a corporation formed for the purpose of taking, accepting, and executing all such trusts as may be lawfully committed to it, and acting as testamentary trustee, executor, guardian, etc.” There is no indication in the record that Ventures Trust is a corporation or, as already mentioned, that it acts as a trustee for anyone. Therefore, Ventures Trust does not meet that definition either.

The words “trust company” is defined in Md. Code (2011 Repl. Vol.), Financial Institutions Article (“Fin. Institutions”) § 3-101(g) as meaning “an institution that is incorporated under the laws of this State as a trust company.” But that definition only applies to matters set forth in the Fin. Institutions Article section 3-101(a). In Fin. Institutions § 3-501(d), governing common trust funds, the term “trust companies” is defined as including a national banking association that has powers similar to those given to a trust company under the laws of “this State.” That definition, however, only applies to subtitle 5 of the Financial Institutions Article. Md. Code (2011 Repl. Vol.), Estates and Trusts Article § l-101(v) also contains a definition of “Trust Company” but it applies only to laws governing the “estates of decedents.” See Estates & Trusts Article § l-101(a). Lastly, the term “statutory trust” is defined in Md. Code (2011 Repl. Vol.), Corporations and

Associations Article § 12-101(h) as meaning: an unincorporated business, trust, or association:

(1) Formed by filing an initial certificate of trust under § 12-204 of this title; and
(ii) Governed by a governing instrument.
(2) “Statutory trust” includes a trust formed under this title on or before May 31, 2010, as a business trust, as the term business trust was then defined in this title.

Ventures Trust admits that it does not fit within any of the above definitions of “trust company” or “statutory trust.” Moreover, even if it did meet one or more of those definitions, there is no indication that the legislature, in 1977, when it exempted “trust companies” from the MCALA, intended those definitions to be used. As appellants concede, we are thus left with the general definition of “trust company” as set forth in Black’s Law Dictionary. See Ishola v. State, 404 Md. 155, 161, 945 A.2d 1273 (2008) (Dictionary definitions help clarify the plain meaning of a statute.).

The circuit court judge who dismissed the foreclosure action that is the subject of Appeal 1524 reached the following legal conclusion with which we are in complete accord:

MCALA expressly limits the scope of its license requirement exemptions to those “... provided in this title.... ” Md. Code Ann., Bus. Reg. § 7-301(a) (emphasis added). MCALA does not explicitly exempt “foreign statutory trusts” that bring foreclosure actions from its licensing requirements. See Bus. Reg. § 7—102(b). In fact, the term “foreign statutory trust” never appears in MCALA. See Bus. Reg. § 7-101 et seq. Thus, the General Assembly expressed a clear intent to subject foreign statutory trusts that bring foreclosure actions in Maryland, like Ventures Trust, to MCALA’s licensing requirements.

CONCLUSION

A debt purchaser that attempts to collect a consumer debt by bringing a foreclosure action is required to have a license unless some statutory exemption applies. Contrary to appellants’ contention, Ventures Trust is not a “trust company” within the meaning of the MCALA and must therefore obtain a debt collection license in accordance with the provisions of the MCALA before bringing a foreclosure action. Because Ventures Trust had no such license, it was barred from filing, through its agents, the two foreclosure actions here at issue.

JUDGMENTS AFFIRMED; COSTS TO BE PAID BY APPELLANTS.

      , The Sharmas contend that Ruchi Sharma, though listed as a borrower on the deed of trust, was not intended to be listed as such and signed the deed of trust only as a witness. They allege that the deed of trust was altered after Ruchi signed it. Whether that allegation is true has no impact on our decision.

      , The substitute trustees in Appeal No. 1524 are Kyle Blaclcstone, Terrance Shanahan, and William O’Neill. The substitute trustee in Case No. 1525 is Terrance Shanahan. At the time of the filing of the order to docket in Appeal No. 1525, Erik Yoder was also a substitute trustee, but he no longer is a party to this action.

      , Rule 14-211(e) provides:
      After the hearing on the merits, if the court finds that the moving party has established that the lien or the lien instrument is invalid or that the plaintiff has no right to foreclose in the pending action, it shall grant the motion and, unless it finds good cause to the contrary, dismiss the foreclosure action. If the court finds otherwise, it shall deny the motion.

      . Mr. Cooley also signed the order in his capacity as the Acting Director of Financial Regulation for Maryland.


author: Deborah S. Eyler, J.

text:
    161 A.3d 728
    CITY OF COLLEGE PARK, et al. v. PRECISION SMALL ENGINES, et al.
    No. 774,
    Sept. Term, 2016
    Court of Special Appeals of Maryland.
    June 6, 2017

      Argued by: Suelten M. Ferguson (N. Tucker Meneely, Council, Baradel, Kosmerl & Nolan PA, Annapolis, MD and Rajesh A. Kumar, Karen T. Zavakos, County Council of Prince George’s County, Upper Marlboro, MD), all on the brief, for Appellant.
    Argued by: Steven B. Preller (Law Office of Steven B. Preller, on the brief), Annapolis, MD, for Appellee.
    Panel: Woodward, C.J., Deborah S. Eyler, Graeff, JJ.
   Deborah S. Eyler, J.

In this appeal we are called upon to interpret a Memorandum of Understanding (“MOU”) entered into between appellant City of College Park (“the City”) and appellant Prince George’s County Council, sitting as the District Council (“the County”), by which the City assumed the power to enforce County zoning violations within the City’s corporate limits. The appellees are Gregory Hnarakis and Thomas Stokes, owners of 9651 Baltimore Avenue, College Park (“the Property”), and Precision Small Engines, Inc. (“PSE”), a tenant of the Property.

In the Circuit Court for Prince George’s County, the appel-lees filed a declaratory judgment action against the appellants asking the court to declare that the terms of the MOU prohibit the City from requiring non-residential occupancy permits and building permits under City law, independent of those issued by the County. The court entered a Memorandum Opinion so ruling. On appeal, the appellants ask whether the court’s ruling was legally erroneous. For the following reasons, we answer that question in the affirmative' and shall reverse the judgment of the circuit court.

FACTS AND PROCEEDINGS

-a-

Division of Zoning Authority between the County and the City

Md. Code (2012), section 22-104 of the Land Use Article (“LU”), vests the District Council with authority to adopt zoning laws within Prince George’s County. Pursuant to that authority, the County adopted its zoning ordinance, codified at Subtitle 27 of the County Code (“Zoning Ordinance”). As pertinent, the Zoning Ordinance requires County residents to apply for a use and occupancy permit (“U & 0 Permit”) for any non-residential use. County Code, § 27-253. Before a U & 0 Permit is issued, the property is inspected by the County Building Inspector and must be certified as complying with the Zoning Ordinance. Id. A U & 0 Permit is required at the time of new construction; when an occupant proposes a change in use; and when a new occupant takes possession of property, even if the use does not change. Id.

Separate from the Zoning Ordinance, the County also requires property owners or occupants to obtain a building permit prior to “new construction, alteration, removal, demolition, or other building operation” within the County. County Code, § 4-352(a).

A municipal corporation within the County, such as the City, does not have zoning authority except as specifically authorized by State law; however, it has “concurrent jurisdiction” within its corporate limits to enforce County zoning laws. LU § 22-119(a). To exercise that enforcement power, the municipal corporation must enter into a written agreement with the County, addressing:

(1) the method by which the county will be advised of citations issued by a municipal inspector;
(2) the responsibility of the municipal corporation or the county to prosecute violations cited by the municipal corporation;
(3) the disposition of fines imposed for violations cited by the municipal corporation;
(4) the resolution of disagreements between the municipal corporation and the county about the interpretation of zoning laws; and
(5) any other matter that the district council considers necessary for the proper exercise of the authority granted by this section.

LU § 22-119(b).

On October 22, 2002, pursuant to LU section 22-119, then codified at Md. Code (1957, 1997 Repl. Vol., 2002 Supp.), section 8-112 of Article 28, the City and the County entered into the MOU, in which they agreed that the City would assume responsibility for enforcing the County Zoning Ordinance within the City’s corporate limits. The recitals state that the City “wishes to assume the duty and exercise the power of enforcement of zoning laws within its corporate limits,” and the County is “willing to cooperate with the City in the enforcement of the County’s zoning laws, subject to certain conditions.”

The pertinent terms of the MOU are as follows. The City assumed the duty to enforce the zoning laws effective December 1, 2002, and was granted “all enforcement powers then possessed by County government!!.]” ¶ 1(a). The City’s assumption of those duties “shall not be deemed to diminish any City power or authority under §§ 8-112.1 or 8-112.3 of the Regional District Act, or any other law.” ¶ 1(b) (emphasis added).

The procedures the City must follow to enforce the County Zoning Ordinance are set forth in Paragraph 2 of the MOU. In particular, the City must follow procedures spelled out in an outline attached as “Exhibit A” to the MOU and “require compliance on all properties within municipal boundaries, except for construction operations proceeding under a County grading or building permit and uses which are the subject of active [U <& 0 Permit] applications on file with the [County Department of Environmental Resources, now DPIE].” ¶ 2(a). The City must enforce the Zoning Ordinance through its City enforcement officers acting under the direction of the City Manager and the City Attorney, and the City Attorney is authorized to appear before the County Board of Appeals, Planning Board, District Council, and any State court to enforce or defend claims or appeals. ¶ 2(b).

Subsection 2(c) of the MOU, which is central to the instant appeal, states:

The City is not authorized to issue building, grading, [U & 0], or other permits now issued by the County Department of Environmental Resources [now known as DPIE], the City is not authorized to override Department interpretations of the Ordinance in issuing permits, and the City is not authorized to perform inspections for permit applications. The City may initiate and pursue enforcement action for any property which does not have the required permits for its use or uses.

(Emphasis added.) The City must file with the County a copy of any citation or violation notice it issues. ¶ 2(d).

The City must enforce the Zoning Ordinance consistent with its plain language and in consultation with the County Attorney to ensure consistency. ¶ 3(a). The City is not permitted to impose stricter standards than those imposed by the County. ¶ 3(b). A property owner or occupant may appeal any zoning citation or notice of violation issued by the City in enforcing the Zoning Ordinance to the County Board of Appeals. ¶ 3(c).

The MOU runs from year to year and will be extended automatically for a one-year term on December 1 of each subsequent year unless either party exercises its right to terminate it. ¶ 9. The MOU is “intended only for the benefit of the parties [ie., the City and the County], and no rights are intended or shall be deemed to be granted to any other persons.” ¶ 10.

On October 22, 2002, the MOU was approved by a unanimous vote of the County Council. It then was approved by a unanimous vote of the City Council on November 19, 2002. From then until the present, the City has enforced the Zoning Ordinance through its Public Services Department (“PSD”). The City inspects for and investigates suspected violations of the Zoning Ordinance, including the lack of a required U & O Permit, and prosecutes those violations in court. The County continues to issue its U & O Permits and to conduct preliminary inspections for those permits. The County also continues to issue its own building permits; the City has no involvement in the enforcement of building permit violations.

-b-

The City’s Building Code and Occupancy Permits

The City is empowered by Md. Code (2013), section 5-211(a) of the Local Government Article (“LG”), formerly codified at Md. Code (1957, 2001 Repl. VoL), section 2(b) of Article 23A, to “adopt regulations regarding the erection of buildings and signs,” including by adopting a “building code” and “requirements for building permits.” Under LG § 5—211(b), it may require “inspection of and require repairs to ... drainage and sewage systems ... electric lines and wires ... gas pipes ... plumbing apparatus ... and ... water pipes.” Pursuant to this authority, in 1967, the City enacted a building code, now codified at Chapter 87 of the City Code. The City requires a City building permit for any type of construction or demolition that will require a County building permit. City Code § 87-3.

In addition, the City is empowered by LG section 5-202, formerly codified at section 2(a) of Article 23A, to adopt ordinances to protect “persons and property from danger and destruction” and to “protect the health, comfort, and convenience of the residents of the municipality.” It is further authorized by LG section 5-209, formerly codified at section 2(b) of Article 23A, to “regulate any place where noxious things are manufactured, offensive trades are conducted, or that may cause unsanitary conditions or conditions detrimental to health.” Pursuant to that authority, in 1966, the City adopted Chapter 144 of the City Code, titled “Occupancy Permits.” Chapter 144 requires any residential property that is rented and any non-residential property that must be issued a County U & O Permit to also have a City issued occupancy permit. The City employs six full-time code enforcement officers to perform initial occupancy permit inspections and annual health and safety inspections. It performs over 4,000 such inspections each year.

c.

The Declaratory Judgment Action

PSE operates a small engine repair and equipment distributorship business at the Property. On September 16, 1993, it was issued a County U & 0 Permit. It did not apply for or obtain a City occupancy permit, however. The City has issued numerous municipal infraction citations to PSE, as well as to other tenants at the Property, for failure to obtain a City occupancy permit. Hnarakis also was issued six municipal infraction citations for failing to obtain City building permits before undertaking construction at residential properties he owns in the City. Both PSE and Hnarakis defended against the infractions in proceedings before the District Court of Maryland, sitting in Prince George’s County, by arguing that Paragraph 2(c) of the MOU prohibits the City from issuing any occupancy permits and building permits, including permits it is authorized to issue under the City Code. In some of the cases against PSE, this defense was successful and the municipal infractions against it were dismissed by the District Court; in others it was not successful. The defense was not successful for Hnarakis in any of the cases against him, and he was found guilty by the District Court. Hnarakis noted de novo appeals from those judgments to the Circuit Court for Prince George’s County.

On December 1, 2014, during the pendency of some of the District Court cases, the appellees (including PSE) filed this declaratory judgment action. The operative complaint is the “Third Amended and Restated Complaint for Declaratory Relief,” filed on October 9, 2015, as amended by the “First Amendment to Third Amended and Restated Complaint for Declaratory Relief,” filed on January 4, 2016 (“TAC”). In the TAC, PSE, Hnarakis, and Stokes are plaintiffs and the County and City are defendants. The TAC sets forth one count for declaratory relief and alleges that such relief is appropriate because there have been inconsistent adjudications of the meaning of the MOU by the District Court. The plaintiffs asked the court to declare and adjudge whether the MOU bars the City from “requiring] owners of non-residential properties within [its] corporate limits ... to obtain non-residential occupancy permits or building permits.”

On December 4, 2015, the City and the County moved for summary judgment. They asserted that the MOU was unambiguous; that Paragraph 2(c) prohibits the City from issuing County U & 0 Permits or from issuing County building permits; but that it does not otherwise alter the City’s powers under State law or modify the existing City building code or the City occupancy permit requirements. They further argued that the plaintiffs could not enforce the MOU because they were not parties to it or third party beneficiaries of it.

On February 18, 2016, the circuit court heard argument. On May 24, 2016, it issued a Memorandum and Order granting the plaintiffs the relief they sought. The court ruled that the MOU “restricts the authority of the City ... from issuing building, grading, use and occupancy, or other permits that are now issued by the County” and that “both the County and City occupancy related permits involve an inspection of the property to ascertain if the structure is suitable for occupancy by the public.” The court found that the City occupancy permit and the County U & 0 Permit differ only in that the City permit is issued annually, after a re-inspection, whereas the County permit is issued upon changes in the use or the occupant of the pertinent property. The MOU allows the City to make more frequent inspections to enforce the County U <& 0 Permits, however. In the court’s view, “while there may be differences between the City ... occupancy permit and the [U & 0 Permit] issued by the County, [the two permits] serve essentially the same purpose in violation of the MOU.” The court declared that under the MOU the City is prohibited from requiring any person to obtain a City occupancy permit for any non-residential property if he or she already has obtained a County U & 0 Permit and prohibited from requiring any person to obtain a building, grading, or other construction permit for a property if he or she already has obtained a County building permit. The court stated that the MOU does not restrict the City from using its “police power for the purpose of health, safety, and welfare, including but not limited to, annual inspections[.]”

This timely appeal followed.

DISCUSSION

The appellants contend the circuit court erred as a matter of law by construing the MOU to limit the City’s preexisting powers to regulate building and health and safety within its municipal boundaries. It maintains that Paragraph 1(b) of the MOU makes plain that the City is not “for[e]going any other power granted to it by State law by reason of entering into the MOU,” which includes those powers granted to it by State law (in the LG Article) to regulate building and health and safety through its own building and occupancy permit ordinances. It further argues that the circuit court’s construction of the MOU is contrary to LU section 22-219, which does not require a municipality to give up powers conferred upon it by other State law in order to exercise its concurrent jurisdiction to enforce the County Zoning Ordinance.

The appellees respond that the plain language of Paragraph 2(c) of the MOU, read in conjunction with Paragraph 3(b)’s prohibition on the City’s “impos[ing] standards or requirements which the Zoning Ordinance does not establish,” prohibits the City from requiring duplicative or more stringent permits than the County permits. It maintains that the circuit court correctly determined that the occupancy permits required by the City do not differ in any significant respect from the County U & 0 Permits and therefore are prohibited.

“Maryland courts adhere to the principle of the objective interpretation of contracts ...; i.e., if the language employed is unambiguous, ‘a court shall give effect to its plain meaning and there is no need for further construction by the court.’ ” Walker v. Dep’t of Human Resources, 379 Md. 407, 421, 842 A.2d 53 (2004) (quoting Wells v. Chevy Chase Bank, 363 Md. 232, 251, 768 A.2d 620 (2001)). “We ... attempt to construe contracts as a whole, to interpret their separate provisions harmoniously, so that, if possible, all of them may be given effect.” Id. “Only when the language of the contract is ambiguous will we look to extraneous sources for the contract’s meaning.” Brendsel v. Winchester Constr. Co. Inc., 392 Md. 601, 624, 898 A.2d 472 (2006). “[T]he determination of whether a contract is ambiguous ... is a question of law ... subject to de novo review.” Sy-Lene of Washington, Inc. v. Starwood Urban Retail II, LLC, 376 Md. 157, 163, 829 A.2d 540 (2003).

We agree with the appellants that the pertinent language of the MOU is not ambiguous and plainly does not limit the City’s power to require City issued building permits and nonresidential occupancy permits. We explain.

The MOU is an agreement between the City and the County by which the County delegates to the City, and the City assumes, the power to enforce the County Zoning Ordinance within the City. Paragraph 2 authorizes the City to cite properties for violating the Zoning Ordinance if they fail to seek and obtain a County U & 0 Permit or they engage in a use of the property that is inconsistent with the permit; and it further authorizes the City to prosecute those violations if the property owner fails to remedy the violation, ¶ 2(a) & (b). If a property owner or occupant has applied for a U & 0 Permit, however, and that application remains pending before the County, the City may not cite the property owner or occupant for a violation of the Zoning Ordinance, ¶ 2(b). Relatedly, the City is not authorized to “issue building, grading, [U & 0], or other permits now issued by the County Department of Environmental Resources^ ... to override Department interpretations of the [Zoning] Ordinance in issuing permitst; or] ... to perform inspections for permit applications.” ¶ 2(c) (emphasis added). Subparagraph 2(c) plainly reserves to the County the authority to issue its own (County) U & 0 permits and building permits, making clear that the City has no power to issue permits that are issued by the County. That subpara-graph pertains only to County permits; nothing in its language restricts the City from requiring its own (City) permits consistent with the City Code.

Subparagraph 1(b) of the MOU further clarifies that the City is not relinquishing its right to issue its own permits under the City Code. In that subparagraph, the parties expressly agree that by assuming the power to enforce the County Zoning Ordinance, the City is not giving up any “power or authority” conferred upon it by the Regional District Act or “any other law.” ¶ 1(b) (emphasis added). This necessarily includes the City’s authority, conferred upon it by the LG Article, to adopt and enforce its own building code and to adopt and enforce its own health and safety regulations.

This construction of the MOU is consistent with the statutory grant of authority for municipal corporations to exercise concurrent jurisdiction to enforce the County Zoning Ordinance. LU section 22-119 does not mandate that a municipal corporation surrender its powers under the LG Article to regulate health, safety, and welfare in order to accept a delegation of authority to enforce the County Zoning Ordinance. Rather, it requires the County and the municipal corporation to reach an agreement respecting the division of authority between the entities to prevent inconsistent enforcement. LU § 22-119(b). If the legislature had intended for the assumption of zoning enforcement powers by a municipal corporation to be conditioned upon its forfeiting other statutory grants of authority, it would have said so.

The circuit court’s ruling in this case deviated from a plain language interpretation of the MOU and veered into an unnecessary and immaterial assessment of whether inspections performed by the City under its own ordinances duplicate some of the inspections performed by the County under its Zoning Ordinance. None of that is relevant. What matters is the language of the MOU, and that language makes clear that by assuming the County’s enforcement power under the County Zoning Ordinance, the City does not give up any of its power, under the LG Article, to adopt and enforce its own building code and health, safety, and welfare regulations.

For all of these reasons, we hold that the circuit court erred as a matter of law by entering judgment in favor of the appellees.

JUDGMENT REVERSED. COSTS TO BE PAID BY THE APPELLEES.

      . As then codified, section 8-112.1 of the Regional District Act authorized a municipal corporation in Prince George’s County to impose, by ordinance, “stricter or additional conditions, restrictions, or limitations upon fences, residential parking, and residential storage” than required by State or County law. Section 8-112.3 permitted the County to grant a municipal corporation zoning authority within a "revitalization overlay zone” within its corporate limits.

      . Exhibit A sets out an 8-step process for enforcing zoning violations within the City. Step 1 is to observe or receive notice of a suspected violation. Step 2 is to investigate the suspected violation and, if it involves a "building or use for which an application is pending,” to cease any enforcement. If no application is pending, under Step 3, the City continues to determine whether the violation is confirmed. If there is a confirmed violation, at Step 4 the City communicates the violation to the occupant/owner, provides time for the violation to be remedied, and provides notice of appeal rights. If the occupant/owner does not remedy the violation, at Step 5 the City may provide an extension, along with a warning that appeal rights will be waived. At Step 6, if an appeal has been filed, the City will defend the appeal before the County Board of Appeals. At Step 7, if the appeal is denied and compliance is achieved, the case is closed. If the appeal is denied, and no further appeal is taken, but compliance has not been achieved, the City will commence a civil enforcement action for injunctive relief. At Step 8, if a court grants relief, the City will take abatement action in accordance with the court order.

      . The City adopted the County Building Code as its own building code. City Code, § 87-2.

      . On June 5, 2015, Hnaralds and the City entered into a “Consent Order Staying Proceedings” ("the Consent Order”) in Hnaralds's then pending circuit court appeals in six municipal infraction cases. Under the terms of the Consent Order, which was docketed on June 26, 2015, the appeals were stayed pending resolution of the instant case in the circuit court. Hnaralds agreed to amend his complaint in the declaratory judgment action to add the County as a defendant; to dismiss Jeannie Ripley, Code Enforcement Manager for the City, who originally had been named as a defendant; to add himself as a plaintiff; and to limit the declaratory relief requested to the determination whether Paragraph 2(c) of the MOU prohibits the City from requiring nonresidential City occupancy permits and/or building permits. The parties agreed that if in the declaratory judgment action the City "obtain[ed] a final order ... granting declaratory relief in its favor ... then [Hnarak-is would] dismiss the six (6) Appeals with prejudice.” If Hnaralds were granted declaratory relief in his favor, the "orders on appeal from the District Court of Prince George’s County [would] be vacated or affirmed consistent with the terms of such final order [in the declaratory judgment action].”

      . As an alternative basis for reversal, the appellants contend, as they did below, that the appellees could not sue to enforce the terms of the MOU because they are not parties to or intended third party beneficiaries of that agreement. They explain that they do not maintain that the appellees lacked standing, but merely that they cannot “re-interpret the terms of the MOU” inconsistent with the interpretation advanced by the contracting parties. Because we agree with the appellants that the MOU clearly does not limit the City’s authority to issue building permits and non-residential occupancy permits under City law, we need not address this argument. We note, however, that the appellees were not seeking to enforce the MOU; they were asking the circuit court to interpret its language, thereby declaring the rights of the parties to the MOU and others affected by it.