PFB, LLC v. Trabich , 304 F. App'x 227 ( 2008 )


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  •                               UNPUBLISHED
    UNITED STATES COURT OF APPEALS
    FOR THE FOURTH CIRCUIT
    No. 08-1627
    PFB, LLC,
    Plaintiff - Appellant,
    v.
    NEAL TRABICH; RONALD CORUZZI; GOLF PARTNERS, LLC,
    Defendants – Appellees.
    Appeal from the United States District Court for the District of
    Maryland, at Baltimore.     William D. Quarles, Jr., District
    Judge. (1:07-cv-00961-WDQ)
    Submitted:    December 1, 2008             Decided:   December 29, 2008
    Before NIEMEYER and KING, Circuit Judges, and HAMILTON, Senior
    Circuit Judge.
    Affirmed in part, vacated in part, and remanded by unpublished
    per curiam opinion.
    Steven B. Gould, BROWN & GOULD, LLP, Bethesda, Maryland, for
    Appellant. Neal Trabich, Appellee Pro Se. Richard L. Costella,
    John Robert Fischel, MILES & STOCKBRIDGE, PC, Baltimore,
    Maryland, for Appellees Ronald Coruzzi and Golf Partners, LLC.
    Unpublished opinions are not binding precedent in this circuit.
    PER CURIAM:
    PFB,    LLC    (“PFB”)       appeals          from      the    district       court’s
    order granting summary judgment in favor of Neal Trabich, Ronald
    Coruzzi,     and      Golf    Partners,       LLC      (collectively,              “Defendants”).
    The district court held that Defendants’ allegedly fraudulent
    representations         did       not    constitute          a    warranty        under     Maryland
    law, that PFB’s lost income projections on its claims for fraud
    and breach of contract were speculative, and that PFB failed to
    prove it had incurred any recoverable out-of-pocket expenses.
    We have thoroughly reviewed the record and find the district
    court    did    not     err    in       concluding      that        PFB      could    not   recover
    benefit-of-the-bargain or lost profit damages on its fraud and
    breach    of    contract          claims,    as       PFB    failed        to     establish       such
    damages with reasonable certainty.                               Furthermore, we find the
    district court did not err in holding that PFB failed to provide
    sufficient       evidence           to     permit           recovery         of      out-of-pocket
    expenses.       Accordingly, we affirm these rulings for the reasons
    stated by the district court.                         See PFB, LLC v. Trabich, No.
    1:07-cv-00961-WDQ            (D.    Md.    Apr.       24,    2008).           However,      for    the
    reasons stated below, we vacate the district court’s dismissal
    of   PFB’s      breach       of     contract      claim          and      remand     for    further
    proceedings.
    The district court dismissed PFB’s fraud and breach of
    contract       claims    on       the    ground       that       PFB    failed       to    prove    it
    2
    suffered any actual damages.                  However, while other jurisdictions
    require proof of actual damages to sustain a breach of contract
    action, Maryland courts have held that “[i]t is well settled
    that every injury to the rights of another imports damage, and
    if no other damage is established, the party injured is at least
    entitled     to       a    verdict    for     nominal          damages.”         Cottman   v.
    Maryland, Dep’t of Natural Res., 
    443 A.2d 638
    , 640 (Md. Ct.
    Spec.     App.    1982)        (internal       quotation         marks     and     citations
    omitted); see also Planmatics, Inc. v. Showers, 
    2002 WL 312516
    ,
    at   *1   (4th    Cir.       Feb.    28,     2002)    (No.      01-1520)    (unpublished)
    (citing Stueber v. Arrowhead Farm Estates Ltd. P’ship, 
    519 A.2d 816
    , 818 (Md. Ct. Spec. App. 1987)).                           Accordingly, even though
    PFB failed to provide evidence sufficient to support its claims
    for lost profits or out-of-pocket expenses, its cause of action
    for breach of contract cannot fail as a matter of law because
    PFB is entitled to, at the very least, nominal damages, if the
    fact-finder       determines         there    was     a    breach.        See    Planmatics,
    Inc. v. Showers, 
    137 F. Supp. 2d 616
    , 624 (D. Md. 2001).
    In this case, the district court made no finding as to
    whether    Defendants         committed       fraud       or    breached    the    operating
    agreement, as PFB’s action was dismissed due to its failure to
    provide    sufficient         and     reliable       evidence        of   actual    damages.
    Therefore,       we       remand    this     matter       to   the   district      court   to
    determine whether Defendants were in breach of their contractual
    3
    obligations and, as a result, are liable for nominal damages.
    Furthermore,   we   leave    for    the   district   court   on    remand    to
    address whether PFB is entitled to attorneys’ fees pursuant to
    the terms of the parties’ operating agreement, 1 as well as the
    issue of whether punitive damages are available and warranted in
    this case. 2
    Accordingly, we affirm the district court’s ruling as
    to PFB’s failure to establish compensatory damages in regard to
    its claims of fraud and breach of contract, vacate the district
    court’s   dismissal   of    PFB’s   contract   action,   and      remand    for
    further proceedings consistent with this opinion.                 We dispense
    with oral argument because the facts and legal contentions are
    1
    Under the terms of the operating agreement, any party who
    “breaches or threatens to breach this Agreement shall pay the
    costs,   expenses  and   fees  (including,  without  limitation,
    attorneys fees) of the other Persons bound by this agreement
    that are incurred as a result of or in connection with, such
    breach or threatened breach.”
    2
    See Shell Oil Co. v. Parker, 
    291 A.2d 64
    , 71 (Md. 1972)
    (to award punitive damages, “there must first be an award of at
    least nominal compensatory damages”); Miller Building Supply,
    Inc. v. Rosen, 
    485 A.2d 1023
    , 1027-28 (Md. Ct. Spec. App. 1985)
    (while not available for “mere breach of contract,” punitive
    damages may be awarded “when the tort of fraud and a contract
    action are merged into a single lawsuit”).
    4
    adequately   presented   in   the   materials   before   the   court   and
    argument would not aid the decisional process.
    AFFIRMED IN PART,
    VACATED IN PART,
    AND REMANDED
    5
    

Document Info

Docket Number: 08-1627

Citation Numbers: 304 F. App'x 227

Judges: Niemeyer, King, Hamilton

Filed Date: 12/29/2008

Precedential Status: Non-Precedential

Modified Date: 11/5/2024