BATTAGLIA, J.
Hunting and gathering spaces for parking a car not only consumes much of our personal time, but can also exacerbate tensions between neighboring communities, as in the present case. This appeal arises out of the execution of a letter of intent in settlement of litigation originating out of a contest over ownership of parking spaces situated between two entities, The Falls Homeowners Association (hereinafter "The Falls") and Falls Garden Condominium Association (hereinafter "Falls Garden"), both located in Baltimore County, Maryland.
At the end of 2010, Falls Garden, an association comprised of a cluster of condominiums located in the Summit Ridge area, filed a Complaint for Declaratory Judgment in the Circuit Court for Baltimore County asking for a determination that it was the owner of thirty-nine of sixty-seven parking spots that are located between its condominiums and the townhouses that are a part of The Falls, an association comprised of 112 townhomes. Falls Garden alleged that starting in 1985 and continuing through 2008, it believed that it held title to all sixty-seven parking spaces, but discovered in 2009 that it did not, in fact, own title to the spaces. It argued that, during the twenty-plus years, it obtained title to thirty-nine parking spaces through adverse possession as a result of its exclusive use and maintenance of those parking spaces, or in the alternative, that it obtained an easement by prescription or by necessity. Falls Garden asserted that, in 2010, The Falls began interposing ownership rights to all of the parking spaces by posting prohibitory towing
As the trial date approached, the parties attempted to negotiate a settlement agreement. In a joint motion to continue the trial date, they requested a second settlement conference, stating that they had attended a settlement conference before Judge Edward P. Murphy and "made progress in the discussion but reached a point which exceeded the authority given to the corporate designee" of The Falls. As another trial date drew near, a second settlement conference was held, whereupon the parties filed another joint motion to continue the trial date, which included the following:
In the following days, counsel for The Falls and Falls Garden exchanged emails, culminating in the parties executing a Letter of Intent. Problems arose, and The Falls filed a Motion to Enforce Settlement Agreement to implement the Letter of Intent. The Motion to Enforce professed that, in accordance with the Letter of Intent, The Falls successfully obtained the requisite votes of the members of its Association
The Letter of Intent, in its entirety, recited:
This Letter of Intent and the undertakings of The Falls as to the Settlement Agreement and the Lease are contingent and conditioned upon the Board of Directors of The Falls obtaining the affirmative vote of two thirds (2/3) of the members of the Homeowners Association to Lease the property described above.
The Letter of Intent was signed by P. Michael Nagle, then counsel for Falls Garden, and Michael H. Mannes, counsel for The Falls.
During the hearing on the Motion to Enforce the Settlement Agreement, new counsel for Falls Garden argued that it had not intended to be bound by the Letter of Intent, offering testimony to that effect:
No testimony was taken, however. The Circuit Court Judge, after hearing the parties' arguments as well as reviewing the email exchange, Letter of Intent and proposed lease, made various findings, ultimately granting The Falls's Motion:
A written order was entered directing The Falls to prepare a settlement agreement and a release of all claims, consistent with the Letter of Intent, and instructing Falls Garden to execute the settlement agreement and proposed lease within five days of receipt. The Order also stated that the complaint and counter-complaint would be dismissed with prejudice within ten days after the execution of the lease and settlement agreement.
Falls Garden filed a Motion for Modification of Order Enforcing Settlement Agreement, stating that by complying with the Order, it could potentially waive its right to appeal, because of the language regarding release of claims in the documents. After The Falls opposed the Motion, the trial judge issued an Order affirming in part and denying in part the Order Enforcing the Settlement Agreement, declaring that the matter was ripe for interlocutory appeal and also that the matter was stayed pending the outcome of appeal.
Falls Garden noted an appeal, and the Court of Special Appeals affirmed in a
Falls Garden then filed a petition for a writ of certiorari, which we granted, 437 Md. 422, 86 A.3d 1274 (2014), to consider the following questions:
We shall hold that the Letter of Intent is an enforceable contract to which the parties intended to be bound and shall order its enforcement. We also shall hold that, because the Letter of Intent is unambiguous and constitutes an enforceable contract, it was unnecessary to have a plenary
We have had limited experience jurisprudentially with letters of intent; both parties before us rely primarily upon one of our only pertinent cases, Cochran v. Norkunas, 398 Md. 1, 919 A.2d 700 (2007). In Cochran, we determined that a letter of intent executed by the buyers and seller of real property was unenforceable, because the parties did not intend to be bound. We recognized, nonetheless, that a letter of intent can constitute a valid enforceable contract. We noted that the mere fact that a letter of intent explicitly contemplates future agreements does not make it unenforceable, because "some letters of intent are signed with the belief that they
Id. at 6, 919 A.2d at 703-04. The letter of intent was executed by the parties and the $5,000 deposit was forwarded to the seller, although the check was not negotiated. After the seller received a package of documents, including a standard form Maryland Realtors contract, she began having second thoughts and removed the property from the market. Although the seller had signed various of the forms, she had not returned them nor indicated her acceptance to the buyers. The buyers filed suit seeking specific performance.
In Cochran, we acknowledged that when analyzing cases in which letters of intent have been in issue, the iconic Corbin had grouped those cases into four distinct categories:
Id. at 13, 919 A.2d at 707-08, quoting Corbin on Contracts, supra, § 2.9, p. 157-58. We recognized that "[a] valid contract generally has been made if a letter of intent properly falls within either the third or the fourth category." Id. at 14, 919 A.2d at 708, citing Corbin on Contracts, supra, § 2.9, p. 158.
In determining whether there was an enforceable contract, we began our analysis by discussing the essential prerequisite of mutual assent to the formation of a contract, which depends upon the parties' intent to be bound and the definiteness of terms in the letter of intent:
Id. at 14, 919 A.2d at 708. We recognized that, "[i]f the parties do not intend to be bound until a final agreement is executed, there is no contract." Id.
In our subsequent discussion in Cochran, we adopted and implemented the structure for evaluating intent to be bound suggested by Judge Pierre N. Leval, of the United States District Court for the Southern District of New York, in which he referred to the following:
Id. at 15, 919 A.2d at 708-09, citing Teachers Ins. and Annuity Ass'n v. Tribune Co., 670 F.Supp. 491, 499-503 (S.D.N.Y.1987). We also alluded to additional considerations contained in Section 27, comment c, of the Restatement (Second) of Contracts including: "(1) whether the agreement has few or many details, (2) whether the amount involved is large or small, and (3) whether it is a common or unusual contract." Id. at 15, 919 A.2d at 709.
In discerning intent to be bound, according to the principle of the "objective" interpretation of contracts, we looked to "what a reasonably prudent person in the same position would have understood as to the meaning of the agreement." Id. at 17, 919 A.2d at 710.
In employing the objective theory, we perused the language of the letter of intent at issue and ultimately determined that the Cochran parties did not manifest the requisite intent to be bound. We opined that, "a reasonable person would have understood the letter of intent to mean that a formal contract offer was to follow the letter of intent", because three of the four
We begin here by looking at the express language of the Letter of Intent. Because the Letter of Intent does not, by its terms, state whether the parties intend to be bound, in accordance with Corbin's first and fourth categories, we turn to whether it fits into category two, "cases in which [the parties] clearly point out one or more specific matters on which they must yet agree before negotiations are concluded", or three, "cases in which the parties express definite agreement on all necessary terms, and say nothing as to other relevant matters that are not essential, but that other people often include in similar contracts." Id.
The essential distinction between categories two and three manifests about whether the terms included in the document are definite or indefinite, which informs the central question of whether there was an intent to be bound and, thus, mutual assent. See Cochran, 398 Md. at 14, 919 A.2d at 708. The "indefiniteness of terms bears upon the solution of both" intent to be bound and definiteness of terms, because "[d]efiniteness may show finality and the presence of an intention to be bound." Corbin on Contracts, supra, § 2.8, p. 131. Nonetheless, "[e]ven if an intention to be bound is manifested by both parties, too much indefiniteness [of terms] may invalidate the agreement, because of the difficulty of administering the agreement." Id.
The terms under scrutiny must be material terms, because "[a] contract, to be final, must extend to all the terms which the parties intend to introduce, and material terms cannot be left for future settlement." Peoples Drug Stores, Inc. v. Fenton Realty Corp., 191 Md. 489, 494, 62 A.2d 273, 276 (1948). "Failure of parties to agree on an essential term of a contract may indicate that the mutual assent required to make a contract is lacking." Cochran, 398 Md. at 14, 919 A.2d at 708. Every possible term does not need to be included, however, because "[e]ven though certain matters are expressly left to be agreed upon in the future, they may not be regarded by the parties as essential to their present agreement." See Corbin on Contracts, supra, § 2.8, p. 138. As stated in Corbin on Contracts:
Id. at § 2.8, p. 133-34. In essence, a letter of intent may be enforced if it is inclusive, on its face, of all definite material terms, utilizing the distinction between Corbin's categories two and three.
Here, the Circuit Court Judge and Court of Special Appeals both agreed that the Letter of Intent included all the material terms and that they were definite. The Circuit Court Judge found that the
Falls Garden argues, however, that the Letter of Intent is not binding, because the parties did not intend to be bound and the Letter does not contain all material terms. Falls Garden contends that, at best, the Letter of Intent was merely a "framework" for the subsequent lease and settlement agreement and, by its very terms, operated only as "an intent to try to work with The Falls" to draft a lease and settlement agreement "that would contain all material terms." Falls Garden continues that the Letter of Intent only memorialized "certain aspects" of the lease and settlement agreement, the lease and settlement were "proposed", not final, and that the Letter of Intent noted that the lease was subject to "review" and "comment." It argues that the Letter of Intent did not include all the material terms, because the proposed lease agreement included terms that were not contemplated or agreed upon at the time the Letter of Intent was executed. Falls Garden argues that the proposed lease included material terms such as the forfeiture of the entire lease upon occurrence of certain circumstances; a limitation of the liability of The Falls in the event it is a joint tortfeasor; Falls Garden's responsibility for taxes other than Real Estate taxes (i.e. the Stormwater Remediation Fee
The Letter of Intent in issue is inclusive and definite as to all material terms. With regard to leasing the parking spaces, the terms were definite, as they include: the length of the lease, "99 years"; the number of parking spaces, "24"; the location, on Clearwind Court starting "at the island closest to Falls Garden Condominium Building # 1 (6927-6933 Clearwind Court) on the northerly end of Clearwind Court and run[ning] continuously southerly toward Ten Timbers Lane;" and the price, "rent will be $20.00 per month per parking space". It professes that Falls Garden is responsible for maintenance and real estate taxes, and that Falls Garden must carry the burden of insurance "in amounts reasonably requested by The Falls for liability and property damage" and must indemnify The Falls for any claims "occurring on the 24 parking spaces". The Letter of Intent, additionally,
The provisions regarding settlement are also definite on their face; settlement included that "The case filed by Falls Garden Condominium, Inc. against The Falls Homeowners Association, Inc., and the counterclaim filed by The Falls, in the Circuit Court for Baltimore County, Civil Case No. 03-C-10-013994, will be dismissed with prejudice" and that "Falls Garden will release The Falls from any claim of ownership of the 39 parking spaces on the east side of Clearwind Court running from Falls Garden Condominium Building # 1 (6927-6933 Clearwind Court) southerly to Ten Timbers Lane".
The only glitch appears to be in the Letter of Intent's inclusion of the provision that "The Falls shall prepare the Lease and submit the same to Falls Garden for review, comment and execution". Falls Garden argues that this addition of the lease language compels the same result as Cochran, because like Cochran, the Letter of Intent "indicates clearly that the parties intended to finalize" their agreement through a future agreement. See Cochran, 398 Md. at 18, 919 A.2d at 711. We disagree.
Definite material terms of a lease were already included between the parties in the Letter of Intent, rendering the execution of a subsequent agreement unnecessary. Unlike Cochran, where the parties' lack of mutual assent could be discerned from the face of the letter of intent, because it was dependent on the execution of a standard form Maryland Realtors Contract, the explicit contemplation of future agreements, in the present Letter of Intent, does not render its terms indefinite.
The present Letter of Intent, thus, falls within Corbin's third category, which are those "cases in which the parties express definite agreement on all necessary terms, and say nothing as to other relevant matters that are not essential, but that other people often include in similar contracts." Corbin on Contracts, supra, at § 2.9, p. 158. It is, therefore, enforceable on its face, without reliance on the Lease thereafter prepared by The Falls.
We now turn to the second question queued up by Falls Garden, in which it contends that the Circuit Court Judge erred in failing to hold a plenary hearing when Falls Garden proffered that it would produce testimony with respect to the issue of whether it intended to be bound by
We have determined that the Letter of Intent included definite material terms, without ambiguity. As we stated in Cochran, "[i]f the language of a contract is unambiguous, we give effect to its plain meaning and do not contemplate what the parties may have subjectively intended by certain terms at the time of formation." Cochran, 398 Md. at 16, 919 A.2d at 709. A trial judge need not entertain extrinsic evidence in the absence of ambiguous terms, especially evidence of a self-serving nature, as here, where Falls Garden association members were offered to testify about their understanding of the Letter of Intent.
In summation, the Letter of Intent in issue between Falls Garden and The Falls is enforceable by its very terms, without our having to mandate enforcement of the lease submitted for "review, comment and execution".
The Falls cast the questions as follows: