Medical Mutual Liability Society v. B. Dixon Evander & Associates, Inc.

PER CURIAM.

This case concerns challenges to awards of compensatory and punitive damages in a suit alleging wrongful interference with business relationships.

I.

The present litigation arose out of a dispute between an insurance agency, Evander, Inc., owned by B. Dixon Evander, and an insurer, Medical Mutual Liability Society of Maryland. In 1989, Medical Mutual insured approximately six hundred doctors through Evander, Inc. During the 1980s, Medical Mutual had achieved a near monopoly in the Maryland medical malpractice insurance market, principally because other providers of such insurance had withdrawn from the state.¹ In 1988, however, two new carriers, Princeton Insurance Co. and PIE Mutual Insurance Co., were approved to sell medical malpractice liability insurance in Maryland.

Evander, Inc. became the “master agent” for PIE Mutual and aggressively promoted PIE’s products. Under its agreement with PIE Mutual, Evander, Inc. received substantially higher commissions on PIE policies than on policies issued by Medical Mutual.² Nevertheless, Mr. Evander testified that he was not motivated to transfer clients from Medical Mutual to PIE in order to receive a higher income from their business. Instead, Mr. Evander said that he believed that PIE Mutual offered better terms than Medical Mutual to physicians practicing in certain specialties. Evander, Inc. sent out a brochure comparing PIE’s coverage and rates to Medical Mutual’s, and Mr. Evander spoke at physicians’ meetings as a representative of PIE Mutual. Mr. Evander achieved considerable success in securing business for PIE. Approximately 50 of the 600 doctors represented by Evander, Inc. switched their coverage from Medical Mutual to PIE. In addition, some 275 physicians became new clients of Evander, Inc. and were insured by PIE. Because almost all Maryland physicians had been insured by Medical Mutual before PIE entered the- market in 1988, a client secured by Evander, Inc. for PIE was ordinarily a client lost to Medical Mutual.

On the basis of Evander, Inc.’s promotion of a competing insurer, Medical Mutual decided to terminate its relationship with Evander, Inc. It is undisputed that Medical Mutual was entitled to end the business relationship, and that Medical Mutual properly followed the procedures for terminating agents and brokers set forth in Maryland Code (1957, 1994 Repl.Vol.), Art. 48A, § 234B. Under circumstances described more fully below, on May 22, 1989, Medical Mutual delivered to Mr. Evander a termination letter, a copy of a letter sent to each of the doctors whom Medical Mutual insured through Evander, Inc., explaining the consequences of the termination, and a copy of a complaint that Medical Mutual had filed with the Insurance Commissioner against Mr. Evander and Evander, Inc. After the termination, physicians insured with Medical Mutual through Evander, Inc. could no longer use Evander, Inc. as their broker for Medical Mutual insurance. While Mr. Evander was able to retain some Medical Mutual clients by placing their insurance through another broker, William Flynn, approximately 480 of Evander, Inc.’s former Medical Mutual clients either selected a different broker or insured directly with Medical Mutual.

In May 1990, Evander, Inc. and Mr. Evander filed a four count tort suit in the Circuit Court for Baltimore City against Medical Mutual and two of its senior officers, Dr. Raymond Yow and Richard A. Walker.³ The plaintiffs claimed damages for defamation (Count I), wrongful interference with business relationships (Count II), tortious “interference with prospective advantage” (Count III), and “injurious falsehood” (Count IV). The case eventually proceeded to trial, with only Count I (defamation) and Count II (wrongful interference with business relationships) being submitted to the jury.

The plaintiffs’ basic contention at trial was that Medical Mutual had defamed Mr. Evander and Evander, Inc.⁴ As mentioned earlier, when Medical Mutual terminated its relationship with the plaintiffs, it wrote a letter to each doctor then insured by Medical Mutual whose insurance had been placed through the plaintiffs.⁵ The letter provided in relevant part as follows:

“Dear Colleague:

“As one of the physicians who guide Medical Mutual, I have listened to members over the past months, and it has become apparent that a few brokers are no longer representing Medical Mutual in a way that many of you feel to be adequate. I regret that we will no longer accept any new physician business from your present broker effective this date and that we will no longer accept renewal physician business from your present broker as of August 25, 1989. “Medical Mutual’s termination of its relationship with your broker mil in no way affect your relationship with us. Your Medical Mutual policy will, of course, remain in force through its correct expiration date. We will also process your renewal in accordance with our underwriting standards, as we do all other renewals. I very much hope that you will want to continue as a member of Medical Mutual.

* $ % * * *

“We want you to have the best possible service from our employees and from the brokers who sell our product. We will continue to listen to. our members and do whatever we can to help.”

The letter was signed by Dr. Raymond Yow, the Chief Executive Officer of Medical Mutual. According to the plaintiffs, the opening sentence of the “Dear Colleague” letter was susceptible to at least three defamatory interpretations: that Mr. Evander was inadequate as a broker, that Mr. Evander was not representing Medical Mutual in a way that many physicians believed to be adequate, and that Medical Mutual was terminating Evander because many doctors had complained of his inadequacy. Moreover, the plaintiffs contended that the “Dear Colleague” letter damaged the plaintiffs’ business reputation, and that Medical Mutual had intended, by inflicting such damage, to interfere with the plaintiffs’ business relationships with their Medical Mutual insureds.

Medical Mutual’s principal defense to the defamation argument was that, since Mr. Evander and Evander, Inc. were aggressively marketing PIE’s products, it followed that the plaintiffs were not adequately representing Medical Mutual. Furthermore, Medical Mutual argued that even if the “Dear Colleague” letter were defamatory, the plaintiffs had failed to establish that the alleged defamatory language of the “Dear Colleague” letter, and not the termination of the brokerage relationship, caused the plaintiffs’ economic losses.

At trial, Mr. Evander and several of his former employees testified generally that they had received many calls from physicians insured with Medical Mutual, asking what they had “done wrong.” When asked to name one of these physicians who had called and asked about wrongdoing, however, neither Mr. Evander nor the former employees could remember any specific physician who had called. As evidence intended to show the defamatory character of the “Dear Colleague” letter, the plaintiffs secured testimony from Dr. Yow that no physician had, in fact, complained to Medical Mutual about the plaintiffs’ “adequacy.” Moreover, several officers of Medical Mutual testified that the reason for Mr. Evander’s termination was his association with PIE Mutual, Medical Mutual’s competitor.

The plaintiffs sought to establish the amount of their damages through the expert testimony of Evander, Inc.’s longtime accountant, Charles Solomon. The plaintiffs showed that approximately 480 of 600 Medical Mutual insureds left Evander, Inc. after Medical Mutual had terminated the brokerage relationship and sent out the “Dear Colleague” letter, and also that PIE Mutual terminated its master agency with Mr. Evander because Mr. Evander was no longer able to bring in business for PIE Mutual. Mr. Solomon estimated that the sum of $1,768,000.00 would compensate the plaintiffs for their economic losses.

The plaintiffs also introduced evidence designed to establish “malice” on the part of Medical Mutual. Howard Friedman, a former officer of Medical Mutual, testified that Eric Hempleman, a Medical Mutual Vice President, stated that Medical Mutual should “shoot” Mr. Evander, apparently as a graphic way of saying that it should terminate Mr. Evander as a broker. On redirect, when Medical Mutual’s attorney asked Mr. Hempleman to tell the jury whether he thought Mr. Evander deserved to be “shot,” Mr. Hempleman answered “yes.”

At the close of the plaintiffs’ case, Medical Mutual moved for judgment on a number of grounds. With respect to the plaintiffs’ count charging wrongful interference with business relations, Medical Mutual argued that it was entitled to judgment because Medical Mutual and Dr. Yow “were parties to the business relationship allegedly interfered with.” Consequently, according to Medical Mutual, the tort of interference with business relationships did not lie. In addition, Medical Mutual argued that the plaintiffs had failed to establish a causal connection between any allegedly tortious conduct by the defendants and the plaintiffs’ economic losses. Medical Mutual contended that the plaintiffs had failed to prove causation because they had failed to trace their economic losses to the alleged defamation, rather than to Medical Mutual’s lawful termination of its relationship with the plaintiffs. The trial court denied Medical Mutual’s motion for judgment.

As previously stated, the trial court permitted two of the plaintiffs’ counts, namely Count I for defamation and Count II for wrongful interference with business relationships, to go to the jury. Before the case was submitted to the jury, the parties and the court agreed that the only wrongful conduct that could form the basis of the plaintiffs’ interference count was the allegedly defamatory content of the “Dear Colleague” letter.⁶ As the trial court put it, “if the verbal conduct is not defamatory, it’s not wrongful, and if it’s not wrongful, both counts fall, both the defamation and the tortious interference.” Nevertheless, the court instructed the jury separately on defamation and on wrongful interference. With respect to wrongful interference, the court instructed the jury that “what we’re talking about is interference with the business relationship that the plaintiffs had with the doctors, who had been brokered to Medical Mutual by the plaintiffs.” The special verdict form asked the jury both whether it found in favor of the plaintiffs on the claim for defamation, and whether it found in favor of the plaintiffs on the claim for wrongful interference with business relationships.

The jury could not reach a verdict on the defamation count, and a mistrial was declared. The jury found in the plaintiffs’ favor on the wrongful interference count and awarded the plaintiffs $1,725,000.00 in compensatory damages. In addition, the jury awarded punitive damages against Medical Mutual in the amount of $5,000,000.00 and against Dr. Yow in the amount of $2,000,000.00.

Medical Mutual filed a motion for judgment notwithstanding the verdict or for a new trial, arguing, inter alia, that Medical Mutual could not, as a matter of law, tortiously interfere with Evander, Inc.’s business relationships with physicians insured by Medical Mutual, since Medical Mutual was itself a party to the contractual relations. Medical Mutual also renewed its argument that the plaintiffs had failed to prove that the allegedly tortious conduct was the cause of the plaintiffs’ economic damage. In addition, Medical Mutual argued that the jury verdicts were inconsistent because, without a jury finding of defamation, there was no basis, under the circumstances of the case, for a finding of wrongful interference with business relations. The trial court denied Medical Mutual’s motion and purported to certify the judgment as final under Maryland Rule 2-602.

Medical Mutual appealed to the Court of Special Appeals, making the same arguments that it had presented in its post-trial motion. The intermediate appellate court sustained the award of compensatory damages. Medical Mutual v. Evander, 92 Md.App. 551, 609 A.2d 353 (1992). With respect to the awards of punitive damages, the Court of Special Appeals held that “there was sufficient evidence from which the jury could have determined [that] there was clear and convincing proof that the Dear Colleague letter was both false and written with actual malice,” 92 Md.App. at 571, 609 A.2d at 362, and concluded that there was a basis for a punitive damages award. 92 Md.App. at 576, 609 A.2d at 365. Nevertheless, the Court of Special Appeals vacated the award of punitive damages because it was unclear that the trial court had properly exercised its discretion with respect to post-trial review of the amount of punitive damages. The Court of Special Appeals remanded the case to the trial court for further review of the punitive damages award. 92 Md.App. at 586, 609 A.2d at 370. Medical Mutual filed in this Court a petition for a writ of certiorari which we denied. 328 Md. 447, 614 A.2d 973 (1992).

On remand, Medical Mutual filed a motion for a new trial or for remittitur, and the parties briefed issues relating to the award of punitive damages. After considering various factors relating to the propriety and amount of the punitive damages award, the trial court found that Medical Mutual had acted “intentionally and maliciously with the goal of driving [Mr. Evander] out of business,” and that the defendants were able to pay the damages assessed against them. The court denied Medical Mutual’s motion and sustained the award of punitive damages.

Medical Mutual appealed to the Court of Special Appeals and, prior to any proceedings in the intermediate appellate court, filed in this Court a petition for a writ of certiorari. Before acting on the petition, this Court, sua sponte, directed the parties to file briefs addressing the question of whether the trial court’s certification of the judgment as final under Rule 2-602(b) had been proper. After considering the parties’ briefs, this Court granted the petition and dismissed the appeal, holding that the circuit court had never entered a final, appealable judgment in the case. Medical Mutual v. Evander, 331 Md. 301, 628 A.2d 170 (1993). In particular, this Court held that the trial court’s certification of final judgment under Rule 2-602(b) had been improper because the defamation count and the wrongful interference count involved a single “claim,” and no final judgment had been entered on the defamation count. Furthermore, this Court pointed out that Counts III and IV of the plaintiffs’ complaint had never been finally disposed of on the trial court’s docket.

Thereafter, the trial judge formally dismissed Counts III and IV of the complaint, and permitted the plaintiffs, over Medical Mutual’s objection, to dismiss the defamation count without prejudice. Medical Mutual appealed to the Court of Special Appeals and, before any proceedings in the intermediate appellate court, petitioned this Court for a writ of certiorari. We granted Medical Mutual’s petition. 335 Md. 225, 642 A.2d 1357 (1994).

In this Court, Medical Mutual argues that the trial court’s instructions to the jury contained reversible error, because, although the claimed wrongful interference was based on the allegedly defamatory letter, the trial court did not repeat the defamation instructions regarding conditional privilege when it instructed the jury on wrongful interference. Medical Mutual also challenges the trial court’s dismissal of the defamation count. Medical Mutual argues that, because the allegedly tortious conduct that formed the basis of the wrongful interference count was defamation, the plaintiffs could not, by dismissing their defamation count, “drop the central issue, and thereby circumvent the fundamental requirement that defamation be proved and a jury verdict on it obtained in order to hold defendants liable.” (Medical Mutual’s brief at 23). With respect to the award of compensatory damages, Medical Mutual complains that no distinction was drawn at trial between economic losses suffered by Evander, Inc. and losses suffered by Mr. Evander. Furthermore, Medical Mutual contends that the plaintiffs failed to prove that their economic losses were caused by the allegedly defamatory letter, rather than by Medical Mutual’s lawful termination of its relationship with the plaintiffs. Finally, Medical Mutual contends that the awards of punitive damages were excessive.

Medical Mutual does not, in this appeal, argue that the tort of wrongful interference with business relationships does not lie against Medical Mutual under the circumstances because Medical Mutual was a party to the business relationships allegedly interfered with.⁷ Consequently, that argument is not now before us. Moreover, since we agree with Medical Mutual’s argument with respect to causation, we do not reach any other issue raised in the present appeal.

II.

Medical Mutual contends that the award of compensatory damages must be vacated because the plaintiffs’ evidence of causation was insufficient. Medical Mutual points out that the plaintiffs’ evidence of both injury and damages at trial focussed upon the plaintiffs’ loss of those physician clients who had been insured with Medical Mutual. Under these circumstances, Medical Mutual argues, the plaintiffs introduced insufficient evidence from which the jury could reasonably have concluded that the plaintiffs’ alleged injuries were caused by Medical Mutual’s tortious conduct, rather than by Medical Mutual’s lawful termination of its business relationship with Evander, Inc.

It is undisputed that Medical Mutual had the right to terminate its economic relationship with Evander, Inc. Moreover, the General Assembly has set forth in Code (1957, 1994 Repl.Vol.), Art. 48A, § 234B, specific procedures which an insurer must follow in cancelling an agreement with an agent or broker. The parties to the present action agree that Medical Mutual properly followed the statutory procedures set forth in § 234B of the Insurance Code. Since Medical Mutual both had the right to sever its business relationship with Evander, Inc., and effected the termination in accordance with the statute, its termination of Evander, Inc. was neither wrongful nor unlawful. See Travelers Indemnity v. Merling, 326 Md. 329, 605 A.2d 83, cert. denied, _U.S. _, 113 S.Ct. 465, 121 L.Ed.2d 373 (1992).

Medical Mutual agrees with the plaintiffs that its “decision not to accept insurance business from Evander, Inc. necessarily ‘interfered’ with Evander, Inc.’s business relationships with its clients: those who wished to remain insured by Medical Mutual could no longer use Evander, Inc. as their broker of record.” (Medical Mutual’s brief at 28). Nevertheless, as Medical Mutual points out, an insurer’s lawful decision to terminate its relationship with a broker or agent, standing alone, cannot form the basis of an action for tortious interference with business relationships. In Travelers Indemnity v. Merling, supra, 326 Md. at 344, 605 A.2d at 90, this Court held that where an insurer has the right to end its business relationship with a former agent or broker, and where the statutory procedures for the termination are followed, the termination itself cannot give rise to a cause of action for wrongful interference with business relationships. We explained in Merling as follows, (326 Md. at 343-344, 605 A.2d at 90):

“For one to recover for tortious interference with contractual or economic relations, the interference must have been wrongful or unlawful.... [The insurer’s] actions were neither wrongful nor unlawful. Therefore [the insurer] did not tortiously interfere with [the agent’s] contractual or economic relations with his clients.”

See also Alexander v. Evander, 336 Md. 635, 657, 650 A.2d 260, 271 (1994) (“wrongful or malicious interference with economic relations is interference by conduct that is independently wrongful or unlawful, quite apart from its effect on the plaintiff’s business relationships”).

In the present case, the plaintiffs asserted that Medical Mutual’s termination of its relationship with Evander, Inc. was wrongful because it was achieved through the allegedly defamatory statements contained in the opening sentences of the “Dear Colleague” letter. In order to establish causation in a wrongful interference action, the plaintiff must prove that the defendant’s wrongful or unlawful act caused the destruction of the business relationship which was the target of the interference. See Alexander v. Evander, supra, 336 Md. at 652, 650 A.2d at 269; Macklin v. Logan Associates, 334 Md. 287, 301-302, 639 A.2d 112, 119 (1994) (“to be actionable, the improper or wrongful conduct must induce the breach or termination of the contract”); K & K Management v. Lee, 316 Md. 137, 155, 557 A.2d 965, 973 (1989). Consequently, under the tortious interference theory which they pursued in the present case, the plaintiffs had the burden of proving at trial that the allegedly defamatory language of the “Dear Colleague” letter, rather than the termination of the plaintiffs’ relationship with Medical Mutual, caused the plaintiffs’ loss of business from Medical Mutual insureds.

In any tort action, the plaintiff must establish that the defendant’s tortious conduct was a cause in fact of the injury for which compensation is sought. See, e.g., Hartford Ins. Co. v. Manor Inn, 335 Md. 135, 156-157, 642 A.2d 219, 230 (1994); Atlantic Mutual v. Kenney, 323 Md. 116, 127-128, 591 A.2d 507, 512 (1991); Fennell v. Southern Maryland Hosp., 320 Md. 776, 580 A.2d 206 (1990); Cramer v. Housing Opportunities Comm’n, 304 Md. 705, 713, 501 A.2d 35, 39 (1985); Empire Realty Co. v. Fleisher, 269 Md. 278, 284-285, 305 A.2d 144, 147-148 (1973); Peterson v. Underwood, 258 Md. 9, 16-17, 264 A.2d 851, 855 (1970) (“[ejausation in fact is concerned with the ... inquiry of whether defendant’s conduct actually produced an injury”); Abend v. Sieber, 161 Md. 645, 649, 158 A. 63, 64 (1932). Thus, “the burden is on the plaintiff to prove by a preponderance of the evidence that ‘it is more probable than not that defendant’s act caused his injury.’ ” Fennell v. Southern Maryland Hosp., supra, 320 Md. at 787, 580 A.2d at 211. In addition, the plaintiff must establish that any damages sought are a “natural, proximate and direct effect of the tortious misconduct.” Jones v. Malinowski, 299 Md. 257, 269, 473 A.2d 429, 435 (1984). See also Empire Realty Co. v. Fleisher, supra, 269 Md. at 284, 305 A.2d at 147; Ager v. Baltimore Transit Co., 213 Md. 414, 421, 132 A.2d 469, 473 (1957); Plank v. Summers, 205 Md. 598, 602, 109 A.2d 914, 915-916 (1954); Mt. Royal Cab Co. v. Dolan, 166 Md. 581, 584, 171 A. 854, 855 (1934).

Recognizing that a single event is ordinarily the consequence of a number of causes, this Court has stated that the proximate or legal cause of an injury is not necessarily the sole cause. See, e.g., Atlantic Mutual v. Kenney, supra, 323 Md. at 127, 591 A.2d at 512. In Otis Elevator v. LePore, 229 Md. 52, 58, 181 A.2d 659, 662 (1962), the Court set forth the standards governing the legal sufficiency of evidence of causation as follows:

“ ‘Plaintiff is not, however, required to ... negative entirely the possibility that the defendant’s conduct was not a cause, and it is enough that he introduces evidence from which reasonable men may conclude that it is more probable that the event was caused by the defendants tortious act] than that it was not.’ ”

It is also generally true, however, that “an act or omission is not regarded as a cause of an event if the particular event would have occurred without it.” Prosser, Law of Torts § 41 at 238 (4th ed.1971). As Judge Alvey explained for this Court, a defendant may not be held liable in damages for a plaintiffs loss if he can show “not only that the same loss might have happened, but that it must have happened if the act complained of had not been done.” Balt. & Potomac R.R. Co. v. Reaney, 42 Md. 117, 137 (1874). In the present case, Medical Mutual contends that the plaintiffs’ loss of business from physicians insured with Medical Mutual was an inevitable consequence of Medical Mutual’s termination of its relationship with Evander, Inc. According to Medical Mutual, since the plaintiffs failed to produce any evidence to show that their injuries were caused by the allegedly defamatory content of the “Dear Colleague” letter, rather than by the termination of the agreement between Medical Mutual and Evander, Inc., there is insufficient evidence of causation to sustain the jury verdict in the plaintiffs’ favor.

At trial, the plaintiffs introduced evidence designed to show that they had suffered injury from the allegedly defamatory language of the “Dear Colleague” letter. The plaintiffs established that approximately 480 of 600 Medical Mutual insureds left Evander, Inc. after Medical Mutual had sent out the “Dear Colleague” letter and terminated Evander, Inc.’s right to broker Medical Mutual insurance. The plaintiffs did not introduce any evidence to show that any physician insured with a carrier other than Medical Mutual had stopped doing business with Evander, Inc. on the basis of the “Dear Colleague” letter.

Mr. Evander and four of his former employees each testified that, after the “Dear Colleague” letter had been sent out to Evander, Inc.’s Medical Mutual insureds, many physicians called Evander, Inc. to say that they would no longer use Evander, Inc. as their broker of record. While these witnesses testified generally that a number of physicians had asked what Mr. Evander had “done wrong,” not one of the witnesses was able to identify any of these physicians by name. The plaintiffs also introduced into evidence numerous letters received from clients insured with Medical Mutual. These letters informed Evander, Inc. that the physicians were terminating their business relationships with Evander, Inc. None of the letters stated or implied that the physician no longer wished to use Evander, Inc. as a broker because Mr. Evander was “inadequate.”

Medical Mutual established at trial that Evander, Inc. knew the name, address and telephone number of every physician who had received the “Dear Colleague” letter. Nevertheless, the plaintiffs did not call a single physician or physician’s representative to testify that a decision to leave Evander, Inc. was prompted by a perception that Mr. Evander was “madequate,” rather than by a desire to remain insured by Medical Mutual.

Under the circumstances of the present case, the plaintiffs’ evidence of causation was insufficient. In light of the plaintiffs’ theory of wrongful interference, the jury was required to find, as a basis for a verdict imposing liability upon Medical Mutual, that the alleged defamation in the “Dear Colleague” letter, rather than Medical Mutual’s lawful termination of Evander, Inc., caused the plaintiffs’ loss of business from Medical Mutual insureds. Nevertheless, the only evidence tending to show that physicians stopped doing business with Evander, Inc. because they believed that the plaintiffs were “inadequate,” rather than because they wished to retain their Medical Mutual insurance, was the general testimony of Evander, Inc.’s employees that physicians, who could not be identified at trial, called to cancel their relationships with Evander, Inc. and wanted to know what Mr. Evander had “done wrong.” Under the circumstances, this imprecise hearsay testimony was insufficient to support the jury’s verdict.

Since the plaintiffs’ evidence of causation was insufficient, the award of compensatory and punitive damages must be reversed.

JUDGMENT OF THE CIRCUIT COURT FOR BALTIMORE CITY REVERSED. CASE REMANDED TO THAT COURT WITH DIRECTIONS TO ENTER JUDGMENT FOR THE DEFENDANTS. PLAINTIFFS TO PAY COSTS.

ELDRIDGE and RAKER, JJ., join and concur.

CHASANOW and BELL, JJ. dissent.

1 . The General Assembly created Medical Mutual in 1975 when St. Paul Fire and Marine Insurance Company withdrew from the Maryland medical malpractice market, leaving many doctors without access to liability insurance. The General Assembly established Medical Mutual so that the victims of medical malpractice could receive compensation for their injuries, and "to provide means whereby physicians or other health care providers may obtain insurance against liability....” Maryland Code (1957, 1994 Repl.Vol.), Art. 48A, § 548. While a few wholly private insurance carriers accepted some Maryland business between 1975 and 1985, they withdrew from Maryland in 1985, again leaving Medical Mutual as the sole source of malpractice liability insurance for doctors in the State.

2 . Mr. Evander testified that he received a 10% commission from PIE, whereas Medical Mutual paid an average commission of 2½% of the premium.

3 . The trial court granted a motion for judgment in favor of Mr. Walker.

4 . Throughout the litigation, the plaintiffs have treated Evander, Inc. and Mr. Evander as a single entity because, they contend, "their interests and injuries are identical....” (Brief of Evander, Inc. and Mr. Evander at 1 n. 1).

5 . Maryland Code (1957, 1994 Repl.Vol.), Art. 48A, § 234B, sets forth the conditions under which an insurer may cancel its agreement with a broker or agent. Section 234B provides, inter alia, that an insurer may not cancel or refuse to renew the policy of the insured because of the broker's termination. Consequently, Medical Mutual was obliged to communicate with its insureds to explain the consequences of Evander, Inc.’s termination. See generally Travelers Indemnity v. Merling, 326 Md. 329, 605 A.2d 83 (1992).

6 . The plaintiffs had earlier suggested, as an alternative basis for establishing tortious interference with business relationships, that the filing of the complaint with the Insurance Commissioner constituted the separate tort of “malicious use of civil process.” The trial court rejected the plaintiffs' suggestion, and the plaintiffs acquiesced in the court’s view. Moreover, the tort based on wrongful litigation is directed primarily towards abusive use of the judicial system. Furthermore, even if Medical Mutual’s complaint to the Commission was motivated by ill will towards Mr. Evander, it was based upon what Medical Mutual perceived to be inaccurate statements about its products in Evander, Inc.’s promotional materials. Indeed, while the Administrative Law Judge who adjudicated the proceedings based on the complaint found that Mr. Evander had not violated any provisions of the Insurance Code, that finding was based, at least in part, on the conclusion that omissions in Mr. Evander's materials fell "within the realm of negligence, rather than intentional misrepresentation.” Under these circumstances, Medical Mutual's complaint to the Insurance Commissioner, pursuant to the statutory process established for the receipt and resolution of insurance complaints, cannot form the basis of a retaliatory tort suit.

The trial court instructed the jury that evidence with respect to the proceedings before the Insurance Commissioner was admitted only for the limited purpose of showing, in connection with a potential punitive damages award, "Medical Mutual’s state of mind and motives” when it wrote the letter to Evander, Inc.’s clients.

7 . As we stated earlier, Medical Mutual insisted at earlier stages of the litigation that the plaintiffs had no cause of action for wrongful interference because the defendants were parties to the business relationships between the plaintiffs and their clients insured with Medical Mutual. Nevertheless, at oral argument in the present appeal, Medical Mutual’s attorney stated, in response to a question from this Court, that Medical Mutual was no longer arguing that the tort of wrongful interference with business relationships did not lie under the circumstances of the present case.