American Bank Holdings, Inc. v. Kavanagh , 436 Md. 457 ( 2013 )

BATTAGLIA, J.

American Bank Holdings, Inc., Petitioner, is engaged in the business of originating, making, and selling residential mortgage loans. Brian Kavanagh and Jeffrey Weber (collectively “Respondents”) were employed by American as co-branch managers operating an office located at 9500 Harford Road, Baltimore, as well as originating residential mortgage loans. Respondents executed similar “Co-Branch Manager Employment Agreement^]” with American, which, in relevant part, provided that American was to establish a “loss reserve”¹ account “funded with funds earned by the Employee.” The amount to be deposited into this account was one-tenth of one percent “on all loan transactions”², and would “be used by [American] to pay any losses incurred by [American] with respect to the Branch Office” managed by Respondents. The agreements further provided that six months after termination of the agreements, Respondents were to be paid, “as a bonus,” twenty-five percent of what remained in the loss reserve and on the one-year anniversary of the termination, fifty-percent of what remained.

Respondents’ employment agreements each contained an arbitration clause, which, in relevant part, provided: “Any controversy or claim, other than petitions for equitable relief, arising out of or relating to this Agreement, or breach hereof (including arbitrability of any controversy or claim), shall be settled by arbitration, in Bethesda, Maryland and in accordance with the laws of the State of Maryland____”

Respondents terminated their employment agreements with American, but American allegedly failed to pay Respondents the funds due them from the loss reserve in accordance with the terms of their employment agreements. Respondents filed a “Complaint for Accounting”³ in the Circuit Court for Baltimore County against American, after allegedly having “made numerous proper requests for statements and supporting documentation for the expenses, losses and/or any other monetary transaction that has contributed to the Loss Reserve Account for the period of [Respondents’] employment”, believing that the amount due them was approximately $250,000. Respondents, accordingly, demanded that “American be ordered by a decree of this Court to fully and completely account for all sums due [Respondents] in accordance with each [Respondent’s] Co-Branch Manager Agreement, specifically the Loss Reserve Account” and requested such “further relief as this Court finds just and equitable.”

American filed an Answer to Respondents’ Complaint, generally denying many of Respondents’ averments, specifically denying others, and asserting the affirmative defenses of accord and satisfaction and payment, as well as the “Preliminary Defense” that “this Court lacks jurisdiction to hear the case because [Respondents’] claims are subject to mandatory arbitration agreements set forth in the ... Employment Agreements.” The circuit court set deadlines that included one in which to file motions to dismiss within two weeks; it was within that deadline that American filed a “Petition to Compel Arbitration and Stay All Proceedings and Request for Hearing,” asserting that, because Respondents’ claims arose out of their employment agreements, the court was required to compel arbitration.⁴ Respondents, in response, filed an Answer to American’s “Petition to Compel Arbitration and Stay All Proceedings and Request for Hearing,” arguing that their request for accounting was “a matter reserved for equity jurisdiction” and, therefore, their claim was not subject to arbitration under the terms of the arbitration clause.

Judge John Turnbull, II denied American’s “Petition to Compel Arbitration and Stay All Proceedings and Request for Hearing,” without a hearing, by Order that, in its entirety, provided:

Upon consideration of Plaintiffs Answer to Defendant’s Petition to Compel Arbitration and Stay All Proceedings and Request for Hearing in the above referenced matter, it is on this 27th day of May, 2011, hereby:

ORDERED that Defendant’s Petition to Compel Arbitration and Stay All Proceedings and Request for Hearing is hereby DENIED.

American, then, filed a Notice of Appeal, which stated that “American Bank Holdings, Inc. hereby notes an appeal ... to the Court of Special Appeals including but not limited to an appeal of the Court’s May 27,2011 Order denying Defendant’s Petition to Compel Arbitration and Stay All Proceedings ... in the action.”⁵

The intermediate appellate court dismissed American’s appeal, in an unreported opinion, concluding, inter alia, “[t]he denial of appellant’s motion to compel arbitration is not final for the purposes of § 12 — 301[⁶] [of the Courts and Judicial Proceedings Article, Maryland Code (1974, 2006 Repl. Vol.) ].... In fact, the order was meant to keep the parties in court, not put them out of court.” (emphasis in original). We granted American’s Petition for Certiorari, American Bank Holdings v. Kavanagh, 430 Md. 644, 62 A.3d 730 (2013), to consider whether, “the denial of a motion to compel arbitration constitutes a final judgment under § 12-301 if a substantively equivalent petition could have been filed as a separate and independent action under § 3-207[⁷] [of the Courts and Judicial Proceedings Article, Maryland Code (1974, 2006 Repl. Vol.) ]?” To explore this question we turn to the principles of appellate jurisdiction.

Under Section 12-301 of the Courts and Judicial Proceedings Article, Maryland Code (1974, 2006 Repl. Vol.),⁸ a party may appeal from a final judgment entered in a civil case by a circuit court:

Except as provided in § 12-302[⁹] of this subtitle, a party may appeal from a final judgment entered in a civil or criminal case by a circuit court. The right of appeal exists from a final judgment entered by a court in the exercise of original, special, limited, statutory jurisdiction, unless in a particular case the right of appeal is expressly denied by law. In a criminal case, the defendant may appeal even though imposition or execution of sentence has been suspended. In a civil case, a plaintiff who has accepted a remittitur may cross-appeal from the final judgment.

A “final judgment” is defined as “a judgment, decree, sentence, order, determination, decision, or other action by a court ... from which an appeal, application for leave to appeal, or petition for certiorari may be taken.” Section 12-101(f) of the Courts and Judicial Proceedings Article. We have taken on the task to further refine just what constitutes a “final judgment.” See Brewster v. Woodhaven Bldg. & Dev., Inc., 360 Md. 602, 609-10 n. 1, 759 A.2d 738, 742 n. 1 (2000); Peat, Marwick, Mitchell & Co. v. Los Angeles Rams Football Co., 284 Md. 86, 91, 394 A.2d 801, 804 (1978). In so doing, we have determined that a ruling of the circuit court, to constitute a final judgment, must be an “unqualified, final disposition of the matter in controversy,” Gruber v. Gruber, 369 Md. 540, 546, 801 A.2d 1013, 1016 (2002) (quotation omitted), which decides and concludes the rights of the parties involved or denies a party the means of further prosecuting or defending rights and interests in the subject matter of the proceeding. Nnoli v. Nnoli 389 Md. 315, 324, 884 A.2d 1215, 1219-20 (2005). An order that has the effect of putting a party out of court is a final judgment, while an order that does not prevent a party from further prosecuting or defending rights is not a final judgment. Brewster, 360 Md. at 611-13, 759 A.2d at 742-43; Town of Chesapeake Beach v. Pessoa Constr. Co., Inc., 330 Md. 744, 750-51, 625 A.2d 1014, 1017 (1993); Horsey v. Horsey, 329 Md. 392, 401-02, 620 A.2d 305, 310 (1993).

The requirement that an order, to be a final judgment, must put a party out of court or otherwise terminate the proceedings has deep historical roots in Maryland, as Judge Irma Raker explained in Brewster:

Our cases pertaining to this question show that an order is final if it terminates the litigation in a particular court. The cases stating the general rule that a judgment terminating litigation is a final judgment date from an early period. As early as 1835, we were already referring to the “well established rule” that

no appeal can be prosecuted in this Court, until a decision has been had in the Court below, which is so far final, as to settle, and conclude the rights of the party involved in the action, or denying to the party the means of further prosecuting or defending the suit.

Boteler & Belt v. State ex rel. Chew & Co., 7 G. & J. 109, 112-13 (Md.1835). Thus, it is well settled that an order denying a party the ability to pursue claims anywhere is an immediately appealable final order. We have often reiterated this point, applying it over an extraordinarily long historical period and an impressively wide range of subject matter____Peat & Co. v. Los Angeles Rams, 284 Md. 86, 91, 394 A.2d 801, 804 (1978) (a trial court’s order denying a party’s motion to disqualify opposing counsel was not an immediately appealable final judgment because it did not “determine and conclude the rights involved” or “deny the appellant ... means of further prosecuting or defending his rights in the subject matter of the proceeding”); McCormick v. St. Francis de Sales Church, 219 Md. 422, 426-27, 149 A.2d 768, 771 (1959) (a trial court’s order granting defendant’s motion to strike plaintiffs initial pleading is an immediately appealable final judgment because “[t]he effect of the court’s ruling was to put the plaintiff out of court and deny her the means of further prosecuting her case against the moving parties”); Jeffers v. State, 203 Md. 227, 229, 100 A.2d 10, 11 (1953) (a trial court’s order dismissing father’s petition to dismiss mother’s petition charging him with a child support obligation was not an immediately appealable final judgment, because “an order of the Circuit Court which does not settle and conclude the rights of the parties, and does not deny to the parties the means of further prosecuting or defending the action, is not a final judgment”); ... Bragunier v. Penn, 79 Md. 244, 245-46, 29 A. 12, 12 (1894) (a trial court’s order dismissing plaintiffs petition was an immediately appealable final judgment “inasmuch as it denied the petitioner the means of further prosecuting his suit”); Gittings v. State, 33 Md. 458, 461, 462-63 (1871) (a trial court’s order to submit to the jury the question of a defendant’s residence for purposes of determining whether the court had personal jurisdiction was not immediately appealable because it was not “so far final as to settle and conclude the rights of the party involved in the action, or to deny to him the means of further prosecuting or defending the suit”)....

Brewster, 360 Md. at 611-12, 759 A.2d at 742-43 (alterations in original).

There are, however, interlocutory orders,¹⁰ that do not fit within the traditional definition of a final judgment that have, by legislative fiat, under Section 12-303 of the Courts and Judicial Proceedings Article,¹¹ been deemed immediately appealable. See Nnoli, 389 Md. at 324, 884 A.2d at 1220. In addition, at common law, an order could be appealed as a collateral order under the “collateral order doctrine,” which permits immediate appeals from orders that: “conclusively determine the disputed question”; “resolve an important issue”; are “completely separate from the merits of the action”; and are “effectively unreviewable on appeal from a final judgment.” Dawkins v. Balt. City Police Dep’t, 376 Md. 53, 58, 827 A.2d 115, 118 (2003) (citations and quotations omitted); Town of Chesapeake Beach, 330 Md. at 755, 625 A.2d at 1019. An immediate appeal, under certain circumstances, also is permitted from an order certified by the trial court as final under Rule 2-602,¹² or a final judgment may be entered by an appellate court under Rule 8-602(e).¹³ See Miller Metal Fabrication, Inc. v. Wall, 415 Md. 210, 221-22, 999 A.2d 1006, 1013-14 (2010); Silbersack v. ACandS, Inc., 402 Md. 673, 681, 938 A.2d 855, 859 (2008).

With respect to an order denying a petition to compel arbitration filed as an independent action, we have stated, in dicta, that such an order is appealable. Hartford Accident & Indem. Co. v. Scarlett Harbor Assocs. Ltd. P’shp, 346 Md. 122, 126 n. 5, 695 A.2d 153, 155 n. 5 (1997), citing Litton Bionetics, Inc. v. Glen Constr. Co., 292 Md. 34, 437 A.2d 208 (1981). In the present case, however, the appealability of an order denying a petition to compel arbitration filed in a case that is extant is at issue.

The denial of petitions to compel arbitration filed in existing actions has been the subject of two of our recent opinions, Addison v. Lochearn Nursing Home, LLC, 411 Md. 251, 983 A.2d 138 (2009) and Schuele v. Case Handyman & Remodeling Services, LLC, 412 Md. 555, 989 A.2d 210 (2010), which Respondents argue are dispositive of the instant action. We disagree.

In Addison, FutureCare-Lochearn, Inc., a nursing home, sued Beulah Addison for breach of contract, alleging that she was delinquent in paying for nursing home care and services. Ms. Addison counterclaimed, alleging she was unable to pay because a FutureCare employee embroiled her in a real estate scam, depriving her of equity in her former home and, thus, prevented her from paying the bill. FutureCare responded by filing an Answer generally denying liability, as well as a “Motion to Compel Arbitration of Counterclaims, Motion to Stay, and Request for Attorney’s Fees,” asserting that Ms. Addison had signed a “Resident and Facility Arbitration Agreement,” requiring the submission of her counterclaims to arbitration. Addison, 411 Md. at 258, 983 A.2d at 142. FutureCare’s motion was denied after a hearing and the circuit court refused to certify the order denying FutureCare’s motion as final under Rule 2-602(b); FutureCare appealed, nevertheless.

Ms. Addison, in response, filed a “Motion to Dismiss the Interlocutory Appeal.” Id. at 259, 983 A.2d at 143. The Chief Judge of the intermediate appellate court denied Ms. Addison’s motion to dismiss and after oral argument a panel of the intermediate appellate court, upon FutureCare’s request, certified the denial of the motion to compel arbitration as a final judgment under Rule 8-602(e) and reversed the decision of the circuit court denying that motion. Ms. Addison petitioned for certiorari and initially presented the question of whether the Court of Special Appeals erred in compelling arbitration of her counterclaims¹⁴; after oral argument, “we requested the parties to submit supplemental briefs and to argue an additional issue,” which was:

Assuming that the denial of the motion to compel arbitration and to stay the judicial proceedings in the present case is not appealable as a final judgment, does Section 12-303(3)(ix) of the Courts and Judicial Proceedings Article permit an appeal as an appealable interlocutory order?

Id. at 261, 983 A.2d at 144 (emphasis added).

We initially determined that the Court of Special Appeals erred in certifying the circuit court’s decision as a final judgment under Rule 8-602, when the trial court was asked to certify that same order as final pursuant to Rule 2-602, but declined to do so. We turned, then, to whether the order denying FutureCare’s motion to compel arbitration filed in an existing action was appealable under Section 12-303 of the Courts and Judicial Proceedings Article or under the collateral order doctrine, answering both questions in the negative. Addison, however, is not dispositive of the issue presented in the instant case because we operated under the assumption that the order denying FutureCare’s motion to compel arbitration was not a final judgment under Section 12-301 of the Courts and Judicial Proceedings Article, which now is directly presented in the present case.

Shortly after deciding Addison, in Case Handyman,¹⁵ we addressed the question of whether an appellate court could certify as a final judgment, pursuant to Rule 8-602, an order denying a motion to compel arbitration filed in an existing action when the trial court was not petitioned to certify that order as final under Rule 2-602. In the case, the Schueles entered into a home improvement contract with a franchisee of Case Handyman and, after months passed without work commencing, eventually filed a class action suit against Case Handyman alleging, inter alia, breach of contract and fraud. Case Handyman, in response, filed a “Motion to Dismiss, or in the Alternative, to Compel Arbitration and Stay Proceedings,” which was initially granted, but the order granting the motion was later stricken. Case Handyman, 412 Md. at 562, 989 A.2d at 214. Case Handyman noted an immediate appeal to the Court of Special Appeals, which reversed the circuit court’s denial of Case Handyman’s motion to compel arbitration. The Schueles petitioned for a writ of certiorari presenting three questions relating to the merits of the case,¹⁶ but because we had issued our decision in Addison, after oral argument in the case, “[w]e requested the parties to submit supplemental briefs to the Court to address whether Addison was dispositive of the jurisdictional issue....” Id. at 564 n. 5, 989 A.2d at 215 n. 5.

We concluded, after supplemental briefing, that although Case Handyman had not requested that the circuit court certify its order denying its motion to compel arbitration filed in an existing action as final under Rule 2-602, as had the moving party in Addison, we could not so certify that order as final, under Rule 8-602, because, in order to do so, the order must be “final in the traditional sense,” which we opined is not the case with an order denying a motion to compel arbitration filed in an existing action, because the case remained in court as a result. Id. at 570-72, 989 A.2d at 215-16. Although the Case Handyman analysis is suggestive of the result in the present case, it is not dispositive, because the certification issue was evocative of the holding.

In the present case we are squarely presented with whether a circuit court’s denial of a motion or petition to compel arbitration filed in an existing action is a final judgment and, therefore, immediately appealable, without regard to certification by a trial or appellate court. American argues that an order denying its petition to compel arbitration is an appeal-able final judgment regardless of whether it was filed as an independent action or filed in an existing action.

In order to address this issue, we turn to the provisions of the Maryland Uniform Arbitration Act (“MUAA”), enacted in 1965. Enactment of MUAA was intended to eviscerate the “well-established” common law rule that “unless an agreement to arbitrate has been consummated by an award, it will not bar a suit at law or in equity with respect to the question agreed to be arbitrated.” Tomlinson v. Dille, 147 Md. 161, 167, 127 A. 746, 748 (1925) (citation omitted). MUAA’s purpose was “to provide for enforcement of written agreements to submit existing and future controversies to arbitration, to provide for court proceedings to compel or stay arbitration pursuant to written agreements,” and “to provide procedures by which arbitration may be had” in Maryland. 1965 Maryland Laws, Chapter 281. MUAA was codified as Sections 1 through 23 of Article 7, Maryland Code (1957,1968 Repl. Vol.). The only provisions with which we are concerned in Section 18 are (a)(1) and (b), which permitted an appeal to be taken from an order denying an application to compel arbitration only “in the manner and to the same extent” as other final judgments in civil actions. Section 18 provided:

(a) An appeal may be taken from:

(1) An order denying an application to compel arbitration made under § 2[¹⁷];

(2) An order granting an application to stay arbitration made under § 2(b);

(3) An order confirming or denying confirmation of an award;

(4) An order modifying or correcting an award;

(5) An order vacating an award without directing a rehearing; or

(6) A judgment or decree entered pursuant to the provisions of this article.

(b) The appeal shall be taken in the manner and to the same extent as from orders or judgments in a civil action.

Maryland Code (1957, 1968 Repl. Vol.), Article 7, Section 18 (emphasis added).

Section 18, however, was repealed in 1973 as part of the Code revision process,¹⁸ and its provisions were eliminated from the Annotated Code, because “[m]ost of its language deals with appeals from final judgments and is thus covered by § 12-301.” 1973 Maryland Laws, Chapter 2, Revisor’s Note to Section 12-303. No substantive changes were intended during the recodification process, with respect to MUAA, as was elucidated in one of the reports issued by the Governor’s Commission to Revise the Annotated Code of Maryland analyzing the recodification of the Courts and Judicial Proceedings Article:

[S]ubtitle [2 of Title 3 of the Courts and Judicial Proceedings Article] contains provisions of the Uniform Arbitration Act which was approved by the National Conference of Commissioners on Uniform State Laws, and the American Bar Association in 1955. It presently appears as Art. 7 of the Code. The Act covers voluntary written agreements to arbitrate. Its purpose is to validate arbitration agreements, make the arbitration process effective, provide necessary safeguards, and provide an efficient procedure when judicial assistance is necessary....

The provisions of Art. 7, § 18 dealing with appeals are proposed for repeal because they are covered by Title 12 of the Courts Article. This subtitle contains no substantive changes. All provisions are reorganized to conform to the style of the Courts and other correlating articles.

Governor’s Commission to Revise the Annotated Code of Maryland, Commission Report No. 3F to the General Assembly, 27 (July 16,1973) (emphasis added).

Seizing on the fact that no substantive changes were intended to MUAA during the revision process, American argues that the order denying its petition to compel arbitration filed in an existing action is immediately appealable, because former Section 18 permitted an appeal from an order denying an application to compel arbitration. American’s argument misses the mark, however, because under former Section 18(b) of Article 7, Maryland Code (1957, 1968 Repl. Vol.), an appeal from an order denying an application to compel arbitration could be taken only “in the manner and to the same extent as from orders or judgments in a civil action”, which anticipated, then, only final judgments, i.e., those that terminated judicial proceedings. See generally Brewster, 360 Md. at 611, 759 A.2d at 742 (explaining that the final judgment rule was “well established” as early as 1835). The denial of American’s petition to compel arbitration filed in an existing action, thus, is not immediately appealable as a final judgment, because that denial did not put the parties out of court by terminating the proceedings. The parties, here, remained in court.¹⁹

Our analysis is in accord with the holding of the Court of Special Appeals in Joseph F. Trionfo & Sons, Inc. v. Ernest B. LaRosa & Sons, Inc., 38 Md.App. 598, 381 A.2d 727 (1978). In that case, decided before the merger of courts of law and equity, Trionfo & Sons, a general contractor, and LaRosa & Sons, a subcontractor, entered into a contract which, allegedly, contained a provision requiring the arbitration of any dispute between the parties by an architect. Trionfo & Sons, Inc., 38 Md.App. at 600-02, 601 n. 2, 381 A.2d at 729-30, 729 n. 2. LaRosa & Sons, after a dispute arose regarding payment under the terms of the contract, filed an action at law in the circuit court alleging breach of contract. Id. at 602-03, 381 A.2d at 730. Trionfo & Sons responded by filing a “Motion Raising Preliminary Objection or in the Alternative to Order Arbitration and Stay These Proceedings.” Id. at 603, 381 A.2d at 730. The circuit court denied Trionfo & Sons’s motion concluding “essentially that”: “the main contract provision in question was not an arbitration clause”; “[a]n architect was not a private, impartial third-party, and could not properly be designated an arbitrator”; and “[t]he decision of the architect was not deemed to be ‘final,’ and could not be considered a binding arbitration award.” Id. at 603, 381 A.2d at 730-31.

The case proceeded to trial, with “no further steps being taken” by Trionfo & Sons “to compel arbitration of the dispute,” and a verdict was returned in favor of LaRosa & Sons. Id. at 604, 381 A.2d at 731. Trionfo & Sons appealed, presenting the question of whether the circuit court erred “in failing to grant [Appellant’s] Motion Raising Preliminary Objection, and order arbitration in these proceedings?” Id. at 604, 381 A.2d at 731 (alteration in original).

After disposing of Trionfo & Sons’s argument on the merits, the Court of Special Appeals turned to the issue of whether Trionfo & Sons “waived, or should be estopped from asserting, a right to arbitration, because its motion raising a preliminary objection did not comport with the prescribed statutory procedure.” Id. at 608, 381 A.2d at 733. The Court of Special Appeals explained that “[t]he proper procedure would have been to file a petition on the equity side of the court to require arbitration” in a separate and independent proceeding, see id. at 604 n. 6, 381 A.2d at 731 n. 6, citing Section 3-207 of the Courts and Judicial Proceedings Article, Maryland Code (1974), and had Trionfo & Sons followed the proper procedure, the order denying its petition would have been appealable as a final judgment under Section 12-301 of the Courts and Judicial Proceedings Article, Maryland Code (1974). See id. at 609, 609 n. 9, 381 A.2d at 733-34, 734 n. 9. The failure to file its request to compel arbitration in a separate and independent proceeding, however, precluded Trionfo & Sons from immediately appealing the denial of its request to compel arbitration: “In resorting to a motion raising preliminary objection, appellant precluded itself from obtaining a pretrial appellate determination as to the existence of the arbitration agreement, since the court’s denial of the motion was interlocutory in nature, and not a final order under Md. Cts. & Jud. Proc.Code Ann. § 12-301 (1974).” Id. at 609-10, 381 A.2d at 734.

Trionfo is distinguished by American as unreliable, because the case was decided before the merger of actions in law and equity in 1984. In so doing, American fails to cite another of the Court of Special Appeals’s opinions, that of Regina Construction Corp. v. Envirmech Contracting Corp., 80 Md.App. 662, 565 A.2d 693 (1989), which has not been cited in any forum for the proposition that an order denying a petition to compel arbitration filed in an existing action is immediately appealable as a final judgment. In Regina, Envirmech sued Regina Construction and Regina moved to dismiss, because Envirmech had “ ‘failed to take any step to resolve this case by Arbitration, as provided in the contract between the parties’ and that the court therefore ‘does not have any jurisdiction over this case----’ ” Id. at 663-64, 565 A.2d at 694. Envirmech, however, argued, “that a motion to dismiss was not the appropriate vehicle to raise that defense — that if Regina desired to invoke the arbitration clause, it should have filed a petition to compel arbitration.” Id. at 664, 565 A.2d at 694. The circuit court ruled in favor in Envirmech, “that the dispute was not covered by the arbitration clause” and Regina Construction immediately appealed. Id. at 665, 565 A.2d at 695.

The Court of Special Appeals prefaced its analysis of the appealability of the denial of Regina Construction’s motion by explaining that a motion to dismiss is not “the proper way in which to invoke an arbitration agreement”, and “had the court denied the motion solely on that ground with leave to file a proper motion to compel arbitration, we would have regarded the order as interlocutory and non-appealable.” Id. at 671, 565 A.2d at 698. The Regina court, however, concluded that the order denying Regina’s motion to dismiss was immediately appealable as a denial of a motion to compel arbitration, because “the sole basis of the denial of the motion was the court’s conclusion that the dispute was not arbitrable.” Id. In so doing, the court determined Trionfo was not dispositive, concluding, without analysis, that, “[w]ith the adoption of the revised Maryland Rules in 1984, the distinctions between law and equity procedure were abolished. There is now but one form of action in the circuit courts. The distinction found important in Trionfo, therefore, no longer exists.” Id. at 671, 565 A.2d at 698 (citation omitted). The distinction drawn in Regina, however, does not square with Trionfo’s reliance on final judgment jurisprudence and has not curried favor in this Court. The merger of law and equity was merely contextual of the central premise of Trionfo, which recognized that an order denying a motion to dismiss and compel arbitration filed in an existing action is not an appealable final judgment.

As we have reiterated, an appealable “final judgment” under Section 12-301 of the Courts and Judicial Proceedings Article decides and concludes the rights of the parties involved or denies a party the means of further prosecuting or defending rights in the subject matter of the proceeding. Nnoli, 389 Md. at 323-24, 884 A.2d at 1219-20; Brewster, 360 Md. at 611, 759 A.2d at 742; Peat, Marwick, Mitchell, & Co., 284 Md. at 91, 394 A.2d at 804. An order denying a request to compel arbitration, styled as a motion or petition, filed in an existing action does neither and cannot be viewed as a final judgment, unlike that situation when a Petition to Compel Arbitration filed on its own is denied, which terminates the action.

JUDGMENT OF THE COURT OF SPECIAL APPEALS AFFIRMED. COSTS IN THIS COURT AND THE COURT OF SPECIAL APPEALS TO BE PAID BY PETITIONER.

McDONALD, J., dissents.

1 . Loss reserves are funds set aside to offset financial losses or obligations. A bank, for example, may set aside loan loss reserves “representing the amount thought to be adequate to cover estimated losses in the loan portfolio. When a loan is charged off, it is removed from the loan portfolio as an earning asset, and its book value is deducted from the reserve account for loan losses.” Barron’s Business Guides, Dictionary of Banking Terms 273 (6th ed. 2012).

2 . The terms of the employment agreements provided, "[t]he amount required to be deposited into the reserve is 10bps on all loan transactions.” The abbreviation "bps” stands for “basis point,” which is “one hundredth of one percent (as in the yield of an investment).” Merriam-Webster's Collegiate Dictionary 102 (11th ed. 2003).

3 . An "accounting” is a “legal action to compel a defendant to account for and pay over money owed to the plaintiff but held by the defendant (often the plaintiff’s agent).” Black's Law Dictionary 22 (9th ed. 2009).

4 . American filed their Answer to Respondents’ “Complaint for Accounting” on April 21, 2011. A scheduling order was issued on April 26, 2011, which required that motions to dismiss be filed by May 11, 2011. American filed its “Petition to Compel Arbitration and Stay All Proceedings and Request for Hearing” on May 3, 2011.

5 . American also filed what it styled as a “Notice”, which "notes for the record that it did not receive a copy of Plaintiff’s [sic] Answer to Defendant’s Petition to Compel Arbitration and Stay All Proceedings and Request for Hearing” before entry of the court’s order denying that petition.

6 . Section 12-301 of the Courts and Judicial Proceedings Article, Maryland Code (1974, 2006 Repl. Vol.) provides:

Except as provided in § 12-302 of this subtitle, a party may appeal from a final judgment entered in a civil or criminal case by a circuit court. The right of appeal exists from a final judgment entered by a court in the exercise of original, special, limited, statutory jurisdiction, unless in a particular case the right of appeal is expressly denied by law. In a criminal case, the defendant may appeal even though imposition or execution of sentence has been suspended. In a civil case, a plaintiff who has accepted a remittitur may cross-appeal from the final judgment.

7 . Section 3-207 of the Courts and Judicial Proceedings Article, Maryland Code (1974, 2006 Repl. Vol.) provides:

(a) Refusal to arbitrate. — If a party to an arbitration agreement described in § 3-202 of this subtitle refuses to arbitrate, the other party may file a petition with a court to order arbitration.

(b) Denial of existence of arbitration agreement.- — If the opposing party denies existence of an arbitration agreement, the court shall proceed expeditiously to determine if the agreement exists.

(c) Determination by court. — If the court determines that the agreement exists, it shall order arbitration. Otherwise it shall deny the petition.

8 . Unless otherwise noted, all statutory references to the Courts and Judicial Proceedings Article are to the Maryland Code (1974, 2006 Repl. Vol.), the version in effect at the time of the proceedings before the circuit court, although the provisions remain substantially the same in the 2013 Replacement Volume.

9 . Section 12-302 of the Courts and Judicial Proceedings Article, not relevant here, deals with the right to appeal from final judgments in district court, administrative agencies, contempt proceedings, criminal cases, and local legislative bodies.

10 . An interlocutory order is "[a]n order that relates to some intermediate matter in the case; any order other than a final order.’’ Black’s Law Dictionary 1207 (9th ed. 2009).

11 . Section 12-303 of the Courts and Judicial Proceedings Article provides:

A party may appeal from any of the following interlocutory orders entered by a circuit court in a civil case:

(1) An order entered with regard to the possession of property with which the action is concerned or with reference to the receipt or charging of the income, interest, or dividends therefrom, or the refusal to modify, dissolve, or discharge such an order;

(2) An order granting or denying a motion to quash a writ of attachment; and

(3) An order:

(i) Granting or dissolving an injunction, but if the appeal is from an order granting an injunction, only if the appellant has first filed his answer in the cause;

(ii) Refusing to dissolve an injunction, but only if the appellant has first filed his answer in the cause;

(iii) Refusing to grant an injunction; and the right of appeal is not prejudiced by the filing of an answer to the bill of complaint or petition for an injunction on behalf of any opposing party, nor by the taking of depositions in reference to the allegations of the bill of complaint to be read on the hearing of the application for an injunction;

(iv) Appointing a receiver but only if the appellant has first filed his answer in the cause;

(v) For the sale, conveyance, or delivery of real or personal property or the payment of money, or the refusal to rescind or discharge such an order, unless the delivery or payment is directed to be made to a receiver appointed by the court;

(vi) Determining a question of right between the parties and directing an account to be stated on the principle of such determination;

(vii) Requiring bond from a person to whom the distribution or delivery of property is directed, or withholding distribution or delivery and ordering the retention or accumulation of property by the fiduciary or its transfer to a trustee or receiver, or deferring the passage of the court’s decree in an action under Title 10, Chapter 600 of the Maryland Rules;

(viii) Deciding any question in an insolvency proceeding brought under Title 15, Subtitle 1 of the Commercial Law Article;

(ix) Granting a petition to stay arbitration pursuant to § 3-208 of this article;

(x) Depriving a parent, grandparent, or natural guardian of the care and custody of his child, or changing the terms of such an order; and

(xi) Denying immunity asserted under § 5-525 or § 5-526 of this article.

12 . Rule 2-602 provides:

(a) Generally. Except as provided in section (b) of this Rule, an order or other form of decision, however designated, that adjudicates fewer than all of the claims in an action (whether raised by original claim, counterclaim, cross-claim, or third-party claim), or that adjudicates less than an entire claim, or that adjudicates the rights and liabilities of fewer than all the parties to the action:

(1) is not a final judgment;

(2) does not terminate the action as to any of the claims or any of the parties; and

(3) is subject to revision at any time before the entry of a judgment that adjudicates all of the claims by and against all of the parties.

(b) When allowed. If the court expressly determines in a written order that there is no just reason for delay, it may direct in the order the entry of a final judgment:

(1) as to one or more but fewer than all of the claims or parties; or

(2) pursuant to Rule 2-5 01 (f)(3), for some but less than all of the amount requested in a claim seeking money relief only.

13 . Rule 8-602(e) provides:

(e) Entry of judgment not directed under Rule 2-602. (1) If the appellate court determines that the order from which the appeal is taken was not a final judgment when the notice of appeal was filed but that the lower court had discretion to direct the entry of a final judgment pursuant to Rule 2-602(b), the appellate court may, as it finds appropriate, (A) dismiss the appeal, (B) remand the case for the lower court to decide whether to direct the entry of a final judgment, (C) enter a final judgment on its own initiative or (D) if a final judgment was entered by the lower court after the notice of appeal was filed, treat the notice of appeal as if filed on the same day as, but after, the entry of the judgment.

(2) If, upon remand, the lower court decides not to direct entry of a final judgment pursuant to Rule 2-602(b), the lower court shall promptly notify the appellate court of its decision and the appellate court shall dismiss the appeal. If, upon remand, the lower court determines that there is no just reason for delay and directs the entry of a final judgment pursuant to Rule 2-602(b), the case shall be returned to the appellate court after entry of the judgment. The appellate court shall treat the notice of appeal as if filed on the date of entry of the judgment.

(3) If the appellate court enters a final judgment on its own initiative, it shall treat the notice of appeal as if filed on the date of the entry of the judgment and proceed with the appeal.

14 . Ms. Addison filed a petition for a writ of certiorari presenting the following question:

Did the Court of Special Appeals err in compelling arbitration of claims arising from a predatory real estate scam and sabotaged Medicaid application?

Addison v. Lochearn Nursing Home, LLC, 411 Md. 251, 261, 983 A.2d 138, 144 (2009).

15 . We heard oral argument in Schuele v. Case Handyman & Remodeling Services, LLC, 412 Md. 555, 989 A.2d 210 (2010) on September 9, 2009. On November 10, 2009, we issued our decision in Addison.

16 . The Schueles filed a petition for writ of certiorari presenting the following three questions:

I. Did the Court of Special Appeals err in adopting federal law as controlling on the issue of whether equitable estoppel could be invoked by a non-party to a contract in order to enforce an arbitration provision, rather than applying state law to determine the provision’s enforceability?

II. Did the Court of Special Appeals err in holding that Petitioners were equitably estopped from avoiding contractual arbitration with a non-party, where the non-party disavows any cognizable connection to the contract at issue, and where the agreement does not manifest any intent or agreement to arbitrate the legal or factual issues related to Respondents’ own wrongdoing?

III. Did the Court of Special Appeals err in holding that a home improvement contract’s arbitration provision may be judicially enforced even though the provision does not comply with the notice requirements imposed on such provisions under COMAR?

Case Handyman, 412 Md. at 564, 989 A.2d at 215.

17 . Section 2 of Article 7, Maryland Code (1957, 1968 Repl. Vol.) provided:

(a) When court to order arbitration; expeditious hearing to determine issue; ordering arbitration or denial of application. — On application of a party showing an agreement described in § 1, and the opposing party's refusal to arbitrate, the court shall order the parties to proceed with arbitration, but if the opposing party denies the existence of the agreement to arbitrate, the court shall proceed expeditiously to the determination of the issues so raised and shall order arbitration if found for the moving party, otherwise, the application shall be denied.

(b) Staying arbitration. — On application, the court may stay an arbitration proceeding commenced or threatened on a showing that there is no agreement to arbitrate as described in § 1. Such an issue, when in substantial and bona fide dispute, shall be forthwith tried and the stay ordered if found for the moving party. If found for the opposing party, the court shall order the parties to proceed to arbitration.

(c) Courts in which application may be made. — If an issue referable to arbitration under the alleged agreement is involved in an action or proceeding pending in a court having jurisdiction to hear applications under subsection (a) of this section, the application shall be made therein. Otherwise and subject to § 17, the application may be made in any court of competent jurisdiction.

(d) Stay of proceedings when order of arbitration or application therefor made; when order to include stay. — Any action or proceeding involving an issue subject to arbitration shall be stayed if an order for arbitration or an application therefor has been made under this section or, if the issue is severable, the stay may be with respect thereto only. When the application is made in such action or proceeding, the order for arbitration shall include such stay.

(e) When order not to be refused. — An order for arbitration shall not be refused or an arbitration proceeding stayed on the ground that the claim in issue lacks merit or bona fides or because a valid basis for the claim sought to be arbitrated has not been shown.

18 . The Governor’s Commission to Revise the Annotated Code of Maryland, responsible for revising the Code, was established with the "essential purpose” of simplifying and organizing the Code by placing “logically-related statutes in close proximity, instead of scattering them throughout the Code, as is the case under the present alphabetical organization of articles.” Governor’s Commission to Revise the Annotated Code of Maryland, Commission Report No. 3 to the Legislative Council of Maryland, 2 (August 14, 1972). The Commission was “charged with the responsibility of undertaking a formal revision of the public general laws of Maryland while making recommendations concerning appropriate systems of collecting and publishing the public local laws, executive orders, and agency regulations.” Governor’s Commission to Revise the Annotated Code of Maryland, Revisor’s Manual, 1-2 (1971). The Commission could "take no action resulting in an actual change in statutory language without the approval of the General Assembly.” Id. at 2. The revision, rather, was "to be a formal and not substantive revision, which ... means that the effect of the law on any particular subject is not to be altered by the commission.” Id. at 6. In some instances, however, the Commission did propose substantive changes to statutes, but "[wjhenever this has been done, the Revisor’s Note appended to the section explains the proposed change and the reason for it.” Governor’s Commission to Revise the Annotated Code of Maryland, Commission Report No. 3 to the Legislative Council of Maryland, 2-3 (August 14, 1972).

19 . Although the dissent argues that the Legislature intended from the get-go to render the denial of a motion to compel arbitration immediately appealable, the Legislature has not abrogated any of our holdings or addressed the dictum in Addison, 411 Md. at 273, 983 A.2d at 151, or Case Handyman, 412 Md. at 566, 989 A.2d at 216, which held in 2009 and 2010, respectively, that an order denying a motion to compel arbitration filed in an existing action was not immediately appealable as an interlocutory order or under the collateral order doctrine. Both cases' dictum also strongly foreshadowed the result in the instant case, so much so that the Court of Special Appeals noted that, ”[i]n light of the Court of Appeals’ ... decision in Addison v. Lochearn Nursing Home, LLC, 411 Md. 251, 983 A.2d 138 (2009), the denial of a motion to compel arbitration is not a final judgment....” Freedman v. Comcast Corp., 190 Md.App. 179, 190 n. 5, 988 A.2d 68, 74 n. 5 (2010).

We have oft-noted that "[t]he General Assembly is presumed to be aware of this Court's interpretation of its enactments and, if such interpretation is not legislatively overturned, to have acquiesced in that interpretation.” Jones v. State, 362 Md. 331, 337-38, 765 A.2d 127, 131 (2001), quoting Williams v. State, 292 Md. 201, 210, 438 A.2d 1301, 1305 (1981); see also Montgomery Cnty. v. Robinson, 435 Md. 62, 78, 76 A.3d 1159, 1168 (2013); Hoile v. State, 404 Md. 591, 628, 948 A.2d 30, 52 (2008). Under our jurisprudence, legislative inaction can be equated to acquiescence. In re Wallace W., 333 Md. 186, 197, 634 A.2d 53, 59 (1993).

Further, if the dissent is correct, any order that would adversely impact on arbitrability would run contrary to the legislative purpose of the Maryland Uniform Arbitration Act and would be immediately appealable, pursuant to the 1965 Maryland Uniform Arbitration Act. Why, then, in 1973 did the Legislature carve out as an interlocutory appeal-able order the grant of a motion to stay arbitration, pursuant to what is now Section 12-303(3)(ix) of the Courts and Judicial Proceedings Article? The grant of a motion to stay was appealable previously as a final judgment in the Uniform Act, as it was in Section 18 of Article 7, Maryland Code (1957, 1968 Repl. Vol.); in the comprehensive overhaul it was reenacted as an interlocutory order from which an appeal could lie, which would not have been necessary had all adverse actions relating to arbitration been deemed final judgments. Therefore, the major premise of the dissent that the Legislature did not deviate from the Uniform Act, also is erroneous.