MEMORANDUM OPINION

DEBORAH K. CHASANOW, District Judge.

Appellants Robert F. Rood, IV, and Charles Timothy Jewell appeal from a November 4, 2011, judgment against them in a bankruptcy adversary proceeding in accordance with a memorandum of decision issued September 26, 2011.1 The issues are fully briefed and the court now rules pursuant to Local Rule 105.6, no hearing being deemed necessary. For the reasons that follow, the judgment will be affirmed.

I. Background

A. Events Prior to the Adversary Complaint

Appellee Southern Management Corporation Retirement Trust ("SMCRT") is a pension plan that manages retirement funds for approximately 1,250 employees of Southern Management Corporation. Between March 2006 and September 2007, SMCRT funded thirty-two loans, primarily for short-term construction and renovation projects, originated by Appellant Robert F. Rood, IV, or a business entity associated with him. Mr. Rood typically presented loan applications and supporting documentation to SMCRT's loan committee, which reviewed these packages and, upon approval, wired the funds to a settlement agent. Mr. Rood then assisted with closing the loans, managed disbursements to the borrowers, and remitted monthly interest or payments to SMCRT, along with statements of accounting.

In mid-2007, Southern Management Chief Executive Officer David Hillman requested that Mr. Rood permit a routine audit of "his books and records to verify the amount that was supposed to be on deposit." (ECF No. 5-47, at 75).2 Mr. Rood was initially agreeable, but later balked, citing privacy concerns for his clients. When further efforts to examine his records were unsuccessful, Mr. Hillman called a meeting in October 2007. At that meeting, Mr. Rood produced a letter from his attorney opining that he "had no duty to account to [SMCRT]" for its money. (Id. at 75). Ultimately, Mr. Rood agreed to have his own accountant, Lloyd Mallory, review the relevant records and prepare a report. SMCRT received Mr. Mallory's report in March 2008, which was "basically an affirmative statement that the balances were there and that they were in a bank account and that ... [the] bank balances equaled the amount of money that [Mr. Rood] owed to third parties." (Id. at 78).

At around the same time, however, SMCRT "began to be contacted by borrowers that were unable to access the funds that Mr. Rood was holding for them." (Id. at 79). When Mr. Hillman contacted other borrowers, he "learned that their interest escrows in some cases had been depleted," and that some borrowers "had paid off their loans," but SMCRT had not received the payments. (Id. at 82). Funds for another loan associated with a property on K Street in the District of Columbia had been released by SMCRT to a title company awaiting settlement. Mr. Rood reported to SMCRT that the loan "was being closed and [was] active" (id.), but Mr. Hillman learned from the title company that this was untrue-in fact, the loan never closed, and the money was sent by the title company to Mr. Rood, upon his request.

On May 9, 2008, SMCRT filed a lawsuit against Mr. Rood and two of his associated business entities in the Circuit Court for Montgomery County, Maryland. Pursuant to an emergency motion, a temporary receiver was appointed to examine records related to SMCRT's loan portfolio, which Mr. Rood continued to resist providing. The receiver, Thomas Murphy, learned through an independent investigation that Mr. Rood had outstanding judgments against him. Upon contacting attorneys representing the plaintiff in one of those cases, Mr. Murphy learned that Mr. Rood had been entrusted with a large sum of money to assist a restaurant, Village Bar and Grill, in obtaining a lease, and that, soon thereafter, "the money effectively disappeared." (ECF No. 5-56, at 35).3 Mr. Murphy issued a subpoena to the attorneys for Village Bar and Grill for bank records associated with Level One Capital Partners, LLC ("Level One"), an entity controlled by Mr. Rood. His review of those records reflected that "[t]he majority of the money that was spent out of the Level One bank account ... went for non-corporate expenses." (Id. at 37). This caused Mr. Murphy to be "very, very concerned about what Mr. Rood was doing with funds." (Id. at 38).

On May 29, 2008, after he was served with a subpoena to appear in circuit court the next day, Mr. Rood filed a voluntary petition under chapter 7 of the bankruptcy code in the United States Bankruptcy Court for the District of Maryland. The following day, Mr. Rood failed to appear at the circuit court hearing, and Mr. Murphy was appointed as permanent receiver in his absence.

With Mr. Rood continuing to refuse to provide documents, Mr. Murphy retained a private investigation firm, Prudential Associates, to ascertain the location of relevant records. The assigned investigator, Jared Stern, learned that Mr. Rood's business entities were primarily operating from an office on Rugby Avenue in Bethesda, Maryland. When surveillance of that address suggested that Mr. Rood was in the process of destroying documents, Mr. Murphy filed an ex parte emergency motion for right of entry. On June 12, 2008, a judge of the Circuit Court for Montgomery County signed an order authorizing the receiver to enter the Rugby Avenue office and "remove the things that would be reasonably related ... to [his] duties." (Id. at 42). Mr. Murphy, in turn, authorized Mr. Stern, Steven Michael, an attorney for SMCRT, and Suzanne Hillman, an accountant associated with SMCRT, to enter the property, accompanied by deputies of the Montgomery County Sheriff's Department. They did so the next day, removing voluminous documents, computers, and servers from the office. A computer forensic specialist with Prudential Associates copied the hard drives of all operable computers removed from the Rugby Avenue address.

Meanwhile, in Mr. Rood's bankruptcy case, Appellee Gary A. Rosen was appointed chapter 7 trustee. He filed voluntary chapter 7 petitions on behalf of a number of entities controlled by Mr. Rood — namely, The Source, LLC; Blue Horseshoe Portfolio Services, LLC; Level One Capital Partners LLC (a Nevada limited liability company); Blue Horseshoe Capital, LLC; Matterhorn Financial, LLC; and Level One Capital Partners, LLC (a Maryland limited liability company) (collectively, "the Debtor Entities"). Mr. Rosen was appointed chapter 7 trustee for the Debtor Entities, and the bankruptcy court administratively consolidated the Debtor Entities' cases with Mr. Rood's bankruptcy case.

Pursuant to 11 U.S.C. § 341, a meeting of creditors in the chapter 7 cases was held on July 2, 2008, during which questions were posed to Mr. Rood regarding, inter alia, his sources of income. Mr. Rood refused to answer, invoking his Fifth Amendment privilege. On July 16, 2008, SMCRT and Tysons Financial, LLC ("Tysons"), another creditor, filed an emergency motion for examination of debtor pursuant to Federal Rule of Bankruptcy Procedure 2004. The bankruptcy court granted that motion on July 21, 2008, ordering "that the Debtor produce any and all documents requested in the Motion within ten (10) days of entry of this Order" and that he "submit himself to a Rule 2004 examination." (Bankr. No. 08-17199, ECF No. 45). When Mr. Rood failed to comply, he was ordered to produce all documents required under the prior order to SMCRT's attorneys no later than August 19. Mr. Rood again failed to comply, and, on September 19, 2008, the bankruptcy court issued a consent order on suggestion of contempt, directing Mr. Rood to make the Rugby Avenue office "immediately available for a videotaped inspection"; to "disclose any and all storage facilities in his custody or control"; to "immediately turn over his... PDA device" from which "a qualified intellectual technology professional ... [was] to download and store electronically the Debtor's e-mails responsive to ... [the Rule] 2004 examination"; and to produce enumerated documents. (Id. at ECF No. 96). Pursuant to that order, SMCRT obtained a number of documents that had not been produced. At around the same time, Mr. Murphy transferred custody of the electronic and paper records removed during the prior entry into the Rugby Avenue office to Mr. Rosen.

Numerous adversary proceedings were subsequently commenced within the main bankruptcy case. On January 30, 2009, SMCRT and Tysons filed a verified complaint to determine dischargeability of debt against Mr. Rood, alleging fraud and related claims. When Mr. Rood failed to respond to the complaint, SMCRT and Tysons filed a motion for default judgment, which the bankruptcy court granted on April 29, 2009. The court ordered that SMCRT "shall have judgment against the Debtor ... in the sum of $13,876,353.47"; "[t]hat Tysons ... shall have judgment against the Debtor ... in the sum of $2,626,189.30"; and "[t]hat these debts are not subject to any discharge in this or any subsequently filed bankruptcy case." (Bankr. No. 09-00058, at ECF No. 12).4

B. The Adversary Complaint and Events Prior to Trial

The instant adversary proceeding was commenced on April 1, 2009, when Mr. Rosen and SMCRT filed a complaint for injunctive relief, declaratory relief, and damages against Kore Holdings, Inc. ("Kore"); seven wholly-owned Kore subsidiaries; First Washington Equities, LLC; Nik Hepler; Warren A. Hughes, Jr.; Mr. Rood's mother and father; and Appellants Robert Rood and Charles Timothy Jewell. (ECF No. 1-5).5 Concomitantly with their complaint, Appellees filed an emergency motion for temporary restraining order, preliminary injunction, and request for emergency hearing. (ECF No. 6-1). Attached to that document was the declaration of Suzanne D. Hillman, a principal in the accounting firm Hillman & Glorioso, PLLC, providing an analysis of records associated with Mr. Rood, Kore, and related entities. (ECF No. 6-3).6

The bankruptcy court held hearings on the preliminary injunction motion on a number of dates in April and May 2009. At an April 13, 2009, hearing, the court addressed Mr. Rood's failure to produce certain documents as directed by a subpoena. He was orally ordered to produce a post-petition agreement between two entities with which he was associated, Arcadian Renewable Power, Inc., and Jet Stream Voltage, Inc., prior to April 17. (ECF No. 6-19, at 67). When he failed to produce the document, Appellees filed an emergency motion for an order to show cause why Mr. Rood and Kore should not be held in civil and criminal contempt and a request for hearing. A hearing on Appellees' motion was held on June 18, and, on June 22, the bankruptcy court issued a memorandum of decision and certificate of criminal contempt.7

On September 8, 2009, the bankruptcy court entered an order granting the motion for preliminary injunction as to Mr. Rood, Mr. Jewell, Mr. Hepler, Kore, Whiplash Motor Sports, LLC, Source Bio-Plastics, Inc., Arcadian, Inc., Level One Mortgage Capital, SunVolt, LLC, Mortgage American Bankers, First Washington Financial Corporation, and First Washington Equities, LLC, enjoining them, inter alia, "from taking any action or making any transfers of any property or assets or engaging in any financial or business transactions pending further Order of the Court." (ECF No. 6-68, at 7). Mr. Rood and Kore appealed to this court, which dismissed as to Kore and affirmed the bankruptcy court's ruling as to Mr. Rood. See In re Rood, 426 B.R. 538 (D.Md.2010).

C. The Trial and Subsequent Proceedings

A bench trial was held before United States Bankruptcy Judge Paul Mannes on April 6, 7, 8, 9, 14, 15, and 16; May 27 and 28; June 8; and July 15, 2010. Mr. Rood, who represented himself at trial, failed to appear for the first two days.8 Prior to the last day of trial, SMCRT moved in limine for an order prohibiting him from testifying as a sanction for repeated discovery violations. (ECF Nos. 5-27, 5-29). The court granted that motion on July 12, 2010. (ECF No. 5-19).

After post-trial briefing and an additional hearing, Judge Mannes issued a memorandum of decision on September 26, 2011, finding, inter alia, Mr. Rood liable for fraud and civil conspiracy (counts I and III of the adversary complaint) in the amount of $4,441,750.00, and for fraudulent conveyance of corporate assets (count VIII) in the amount of $1,017,393.33. (ECF No. 1-1). Mr. Jewell was found liable under the same counts in the amounts of $500,000.00 and $7,100.00, respectively. A nominal punitive damages award of one dollar was assessed against both defendants. On November 4, 2011, the bankruptcy court entered a final judgment in accordance with its prior memorandum of decision. (ECF No. 13-12).

Mr. Jewell and Mr. Rood (together, "Appellants") timely filed notices of appeal and the cases were subsequently consolidated in this court. Following designation of the record, Mr. Jewell, who is proceeding pro se on appeal, filed his brief on February 1, 2012. (ECF No. 17). Mr. Rood, who is represented by counsel, filed his brief on March 2. (ECF No. 26). Appellees filed a consolidated opposition brief on March 23 (ECF No. 35), and both appellants filed replies (ECF Nos. 36, 37).

II. Standard of Review

The district court reviews a bankruptcy court's findings of fact for clear error and conclusions of law de novo. In re Official Comm. of Unsecured for Dornier Aviation (N. Am.), Inc., 453 F.3d 225, 231 (4th Cir.2006); Fed.R.Bankr.P. 8013. "The Supreme Court of the United States has held that `[a] finding is "clearly erroneous" when although there is evidence to support it, the reviewing court on the entire evidence is left with the definite and firm conviction that a mistake has been committed.'" In re Fitzwater, No. 2:11-cv-00934, 2012 WL 4339559, at *2 (S.D.W.Va. Sept. 21, 2012) (quoting United States v. United States Gypsum Co., 333 U.S. 364, 395, 68 S.Ct. 525, 92 L.Ed. 746 (1948)); In re Broyles, 55 F.3d 980, 983 (4th Cir.1995). "On legal issues, this [c]ourt `must make an independent determination of the applicable law.'" In re Fabian, 475 B.R. 463, 467 (D.Md.2012) (quoting In re Jeffrey Bigelow Design Group, Inc., 127 B.R. 580, 582 (D.Md.1991)). With respect to the bankruptcy court's application of law to the fact, the district court review for abuse of discretion. In re Fabian, 475 B.R. at 467 (citing In re Robbins, 964 F.2d 342, 345 (4th Cir.1992)).

III. Sufficiency of the Evidence

Both Mr. Rood and Mr. Jewell challenge the sufficiency of the evidence adduced at trial in a number of respects. As to both appellants, however, the evidence was more than sufficient to support liability.

The court below found Mr. Rood and Mr. Jewell liable for fraud and/or civil conspiracy and for fraudulent conveyances attributable to them. In Hoffman v. Stamper, 385 Md. 1, 28, 867 A.2d 276 (2005), the Court of Appeals of Maryland set forth the relevant standard for establishing fraud:

In the same case, the court set forth the legal standard for conspiracy:

Hoffman, 385 Md. at 24-25, 867 A.2d 276.

Conspiracies are most often proven by circumstantial evidence, "for in most cases it would be practically impossible to prove a conspiracy by means of direct evidence alone." Id. at 25, 867 A.2d 276 (quoting Western Md. Dairy v. Chenowith, 180 Md. 236, 243, 23 A.2d 660 (1942)). As the court explained in Chenowith, 180 Md. at 243-44, 23 A.2d 660:

Where two or more people conspire to defraud, "each of them is liable to the defrauded party irrespective of the degree of his activity in the fraudulent transaction or whether he shared in the profits of the scheme." Fisher v. McCrary Crescent City, LLC, 186 Md.App. 86, 144, 972 A.2d 954 (2009). Moreover, it is unnecessary to show that a participant in the conspiracy "was a party to its contrivance at its inception." Fisher, 186 Md.App. at 144, 972 A.2d 954. Rather, "[i]f it is shown that he knew of the fraudulent scheme and willfully aided in its execution, he is chargeable with the consequences." Id.

The applicable law for the fraudulent conveyance count alleged in the adversary complaint is Maryland's Uniform Fraudulent Conveyance Act, Md.Code Ann., Comm. Law § 15-201 et seq. ("MUFCA"). As this court explained in Bassi & Bellotti S.p.A. v. Transcontinental Granite, Inc., No. DKC 08-1309, 2011 WL 856366, at *9 (D.Md. Mar. 9, 2011):

(Footnotes omitted).

A. Mr. Rood

The evidence adduced at trial in the bankruptcy court amply demonstrated Mr. Rood's liability for fraud and civil conspiracy. Through extensive testimony and voluminous exhibits, Appellees showed how Mr. Rood repeatedly originated loans for SMCRT and, once they were funded, misappropriated the money by diverting it to accounts associated with the Debtor Entities and then spending it according to his whims. With the assistance of Mr. Hepler and Mr. Mallory, Mr. Rood made material misrepresentations to SMCRT and the borrowers as to the status of the loans. These accounts were meticulously summarized in the bankruptcy court's memorandum of decision, see In re Rood, 459 B.R. 581 (Bankr.D.Md.2011), and need not be repeated here.

In arguing that the evidence was insufficient, Mr. Rood does little more than recite the applicable legal standard and advance vague, generalized arguments, largely without citation to the record or any relevant legal authority. See Fed. R.Bankr.P. 8010(a)(1)(E) ("The brief of the appellant shall contain ... [a]n argument... with citations to the authorities, statutes and parts of the record relied on"). It is not for this court to scour the record in search of potential bases for his arguments. For present purposes, it suffices to say that the bankruptcy court's findings of fact and conclusions of law with respect to Mr. Rood's liability will not be disturbed. The evidence of his culpability as to the fraud count was overwhelming.

According to Mr. Rood, the conspiracy count cannot stand because "it is impossible for him to conspire with himself and/or agents of the companies he operated and served as a princip[al] officer." (ECF No. 26, at 9-10). Judge Mannes specifically addressed this argument, at length, in the memorandum of decision:

(ECF No. 1-1, at 24).

Mr. Rood acknowledges that "[i]n order to hold an employee liable as a co-conspirator, the individual must act beyond the scope of his employment, act for a personal purpose, or have an independent personal stake in the subject of the conspiracy," but asserts "[t]his cannot be said of any act or motivation on the part of Rood." (ECF No. 26, at 36). According to Appellant, because "[t]he evidence and testimonies of Plaintiffs' witnesses are inconsistent with the exception to the doctrine, the conspiracy count should be dismissed." (Id.).

Mr. Rood does not offer an explanation as to the manner in which Appellees' witnesses testified inconsistently with the exception, however, nor could he. Indeed, the evidence adduced at trial uniformly showed that the Debtor Entities had been insolvent since 2006 and were used by Mr. Rood as corporate shells to facilitate his illegal activities. As Ms. Hillman testified at a prior hearing, Mr. Rood typically "[took] money out of Blue Horseshoe and Level One accounts and convert[ed] the funds to money orders"; in other words, he "used the SMCRT funds that were entrusted to him to invest on its behalf as his personal piggy bank." In re Rood, 448 B.R. 149, 153 (D.Md.2011) (quoting In re Rood, No. 09-0188PM, 2009 WL 2923429, at *2 (Bankr.D.Md. Aug. 19, 2009) (footnote omitted)); see also ePlus Tech., 313 F.3d at 179-80 (applying independent personal stake exception where conspirators used corporation under their control to defraud creditors using a bankruptcy fraud scheme). "The point of the [personal stake] exception is that there can be no unity of purpose between a corporation and its agents if the agents have a personal stake independent of the interests of the corporation." See Baylor v. Comprehensive Pain Management Centers, Inc., No. 7:09cv00472, 2011 WL 1327396, at *13 (W.D.Va. Apr. 6, 2011). Here, the interests of the corporate entities and their agents were clearly not aligned. The court finds no error in the bankruptcy court's application of the independent personal stake exception.

With respect to the fraudulent conveyance count, the bankruptcy court explained:

(ECF No. 1-1, at 17-18). Judge Mannes then recited "a litany of examples" set forth in the complaint — which he clearly credited — "of how Rood used the Rood Entity Accounts to fund a lavish lifestyle, as well as to `share[ ] "gifts" of down payments, and indeed, complete auto purchases, for his co-conspirators.'" (Id. at 18). According to the Hillman Report, Mr. Rood "regularly used the [five] Debtor Entity bank accounts to pay his various personal expenses including (but not limited to) ... luxury vehicles[,] ... rent for his personal residence[,] ... meal and entertainment[,]... and clothing and jewelry[.]" (Id.).

After setting forth the relevant standard under MUFCA, the bankruptcy court explained that an inference of fraud arose due to "numerous badges of fraud," as established by the "wholly credible trial testimony of Suzanne Hillman." (Id. at 20-21). Thus, Judge Mannes determined, the burden shifted to Appellants to "prove fair consideration." (Id. at 21 (citing Kline v. Inland Rubber Corp., 194 Md. 122, 138, 69 A.2d 774 (1949); A.V. Laurins & Co., Inc. v. Prince George's County, 46 Md.App. 548, 550, 420 A.2d 982 (1980))). Implicitly finding that no such proof was offered by Mr. Rood, the bankruptcy court turned to Ms. Hillman's calculations of damages, carefully parsing each amount and deducting those for which it found insufficient evidence to support.

On appeal, Mr. Rood argues that "[t]here was no basis in law or fact to support the verdict ... because the transfers were ordinary and necessary expenses Mr. Rood and the corporate debtors incurred." (ECF No. 26, at 10). In truth, however, he merely disagrees with the bankruptcy court's reliance on the Hillman Report — specifically, its findings that the "Debtor Entities were insolvent, that the Debtor Entities received less than reasonably equivalent value in exchange for each transfer, and that the transfers made by the Debtor Entities to each of the Defendants were without fair consideration." (Id. at 40-41). Mr. Rood "denies that the Debtor Entities were [in fact] insolvent during the relevant times" and asserts that he "would have been able to prove it but for the Court's sanctions." (Id. at 41). He further asserts that "the Trustee failed to meet his burden of showing that Debtor did not receive fair consideration for the monies [he] expended," generally arguing that he "received consideration for personal expenses." (Id.).

In contrast to the detailed findings of the bankruptcy court's decision, which were amply supported by citations to the trial record and proper legal support, Mr. Rood fails to substantiate his argument in any meaningful way. Indeed, the record does not appear to support his view of the evidence. Accordingly, the bankruptcy court's finding of liability against Mr. Rood for fraudulent conveyances and its assessment of damages were entirely proper.

B. Mr. Jewell

The involvement of Mr. Jewell, as the bankruptcy court noted, was more "difficult... to discern." (ECF No. 1-1, at 14). It was undisputed that Mr. Jewell had been an acquaintance of Mr. Rood's for many years; that he at some point came to work with Mr. Rood at the Rugby Avenue office; that he was the Chief Operating Officer of Kore, the parent company of the Debtor Entities, at the same time Mr. Rood was Kore's Chief Executive Officer; and that he controlled at least some aspects of First Washington Equities, LLC ("FWE"), an entity through which SMCRT funds were channeled.9

Mr. Jewell insisted throughout the adversary proceeding that he began operating out of the Rugby Avenue office in April 2008 — i.e., well after the SMCRT loans were misappropriated by Mr. Rood — and that he had no involvement with Kore prior to August 2008, when he was named Chief Operating Officer in connection with the Rule 2004 examination of that entity in the bankruptcy case. There was, however, ample evidence suggesting otherwise. Appellees presented evidence that on or about April 17, 2006, the Board of Directors of Kore considered offering Mr. Jewell 750,000 shares of Kore stock in connection with consulting services he provided the company; that on or about August 8, 2006, he and Mr. Rood created a document detailing their plans to start a Nevada corporation, which was to be sold to Kore; that Mr. Jewell was identified as a member of FWE in its September 12, 2006, articles of organization; that he and Mr. Rood entered into a memorandum of understanding related to FWE on or about October 14, 2006, which called for Mr. Jewell to receive a $15,000 monthly draw; that he was listed as a managing member of FWE on an operating agreement dated December 1, 2006; and that he previously worked for an entity called TBN, which was under contract with Community First Bank, the payroll for which was funded by Level One Capital Partners and FWE. When confronted with this evidence at trial, Mr. Jewell generally denied its authenticity or accuracy and/or claimed to have no knowledge.

Although there was a basis for finding that he was involved in Mr. Rood's business operations prior to 2008, the bankruptcy court found insufficient evidence that Mr. Jewell was directly involved in the scheme to defraud SMCRT. It determined that "[t]he fraudulent representations attributable to Jewell appear mainly in connection with the refinancing of loans made to Michelex Corporation that were [originally] sold to SMCRT in 2006." (ECF No. 1-1, at 14).

The bankruptcy court summarized the evidence with respect to the refinancing of the Michelex loan as follows:

(Id. at 14-15).

In his discussion of the fraud count, Judge Mannes found:

(Id. at 17).

Nevertheless, considering all the evidence presented at trial — and specifically, the evidence of a business relationship with Mr. Rood prior to 2008 — the bankruptcy court was "able to glean the extent of Jewell's involvement in Rood's scheme and, particularly with respect to the Michelex transaction, ... that Jewell provided Rood with substantial assistance[.]" (Id. at 25). The court based "Jewell's liability ... upon [a] finding that he conspired with Rood and Hepler to perpetuate fraud against SMCRT," but limited the award of compensatory damages to $500,000, the amount SMCRT sought with respect to the Michelex loan. (Id. at 32).

On appeal, Mr. Jewell primarily challenges what he considers to be a contradictory analysis by the bankruptcy court. Specifically, he argues that there is an

(ECF No. 17, 14-15). According to Mr. Jewell, "no reasonable person could first determine that there was no evidence showing interaction between the Appellee and Appellant and then determine that Appellant should be liable for an unrelated transaction which occurred two years after the loan ... that the Bankruptcy Court acknowledged was not connected to the Appellant." (Id. at 7).

Insofar as Mr. Jewell asserts that there was no conclusive evidence connecting him directly to the misappropriated SMCRT loans, he is correct. Indeed, Judge Mannes noted as much. What he overlooks is that his liability was based on his involvement in the conspiracy with Mr. Rood and Mr. Hepler. His knowledge of the fraudulent scheme may readily be inferred from a combination of factors, including his role as an officer of Kore, FWE, and other entities; his office on Rugby Avenue; records showing direct payments to him from Debtor Entity accounts; payments by Mr. Rood, through Debtor Entity accounts, of his utility bills (like Mr. Rood, Mr. Jewell testified that he had no personal bank account); his involvement with Christopher Evans, a disbarred attorney who was prosecuted for conspiracy to commit wire fraud in the Eastern District of Virginia related to misrepresentations he made at the behest Mr. Jewell and Mr. Rood; and emails showing, inter alia, his solicitation of false W-2s from Mr. Rood for both him and his wife. Given this evidence, it is virtually inconceivable that Mr. Jewell did not have knowledge of the illegal activities of Mr. Rood and Mr. Hepler.

The Michelex loan is significant because it constitutes an overt act necessary to link Mr. Jewell to the conspiracy. By his own admission, Mr. Jewell was working closely with Mr. Gremuglia and Mr. Rood to obtain funding for property in New York associated with a project they hoped to develop. The evidence showed that a source of funds for that project involved Mr. Rood's surreptitious release of a lien that secured SMCRT's Michelex loan. Indeed, the May 20, 2008, email from Mr. Rood to Mr. Jewell directly refers to the proceeds derived from that release. Thus, Mr. Jewell's efforts with respect to the Michelex loan, at the very least, provided "substantial assistance or encouragement to the principal to engage in tortious conduct." Christian v. Minnesota Mining & Manuf. Co., 126 F.Supp.2d 951, 960 (D.Md. 2001) (in Maryland to establish liability for aiding and abetting, "plaintiff must establish, `1) there is a violation of the law by the principal; 2) defendant knew about the violation; and 3) defendant gave substantial assistance or encouragement to the principal to engage in tortious conduct'") (quoting Alleco, 340 Md. at 186, 665 A.2d 1038).

While Mr. Jewell may or may not have been a late arrival to the conspiracy, "the proven facts and circumstances, pieced together and considered as a whole," Chenowith, 180 Md. at 243, 23 A.2d 660, are more than enough to find, at the very least, that he aided and abetted Mr. Rood and Mr. Hepler in their illegal activities. Mr. Jewell should not be heard to complain that he was assessed damages associated with Michelex only — he could have been held jointly and severally liable with Mr. Rood and Mr. Jewell for a much greater amount. Accordingly, the court finds the evidence adduced at trial supports the bankruptcy court's finding of liability for Mr. Jewell.

IV. Preclusion of Testimony as Discovery Sanction

Despite Mr. Rood's history of noncompliance with discovery requests throughout this litigation, his refusal to honor summonses, and his general efforts to obstruct any investigation into his affairs, he argues that the bankruptcy court erred in precluding him from testifying at trial as a sanction for discovery violations. Similarly, Mr. Jewell complains that he was erroneously precluded from calling Mr. Rood as a witness in his case-in-chief as a result of the same order.

Near the end of trial, SMRCT filed a motion in limine for an order prohibiting Mr. Rood from testifying. (ECF Nos. 5-27, 5-29). The motion recited that SMCRT propounded upon Mr. Rood a request for production of documents on or about November 17, 2009. When Mr. Rood refused to respond, SMCRT filed a motion to compel, which the court granted on January 27, 2010. The court's order required Mr. Rood to produce responsive documents within ten days, extended the discovery deadline for SMCRT, ordered that Mr. Rood pay reasonable attorneys' fees, and warned that further sanctions would be imposed if he failed to respond. When Mr. Rood again provided no response, SMCRT filed its motion for sanctions pursuant to Fed.R.Civ.P. 37(b)(2)(A). The court granted that motion on July 12, 2010, ordering that Mr. Rood was "prohibited from giving testimony in the above-captioned adversary proceeding." (ECF No. 5-19).

On the final day of trial, July 15, 2010, Mr. Jewell's attorney inquired as to whether the court's ruling precluding Mr. Rood from testifying would affect his ability to call him as a witness. (ECF No. 5-17, at 7). In opposing this request, counsel for Appellees responded, "it's very difficult to sever what Mr. Rood was willing to testify [to] as to Kore, as to Jewell, and as to his own personal circumstances," to which the court replied, "[b]ut you're punishing Mr. Jewell and you're punishing Kore for Mr. Rood's misconduct." (Id. at 7, 9). According to Appellees' counsel, "Mr. Jewell was in a position to protect himself and certainly is in a position to provide his own testimony today, he's not been called by the defense yet, and to rely on Mr. Rood to support and defend him at this point is unfair under the orders of the Court[.]" (Id. at 10). After hearing from Mr. Jewell's counsel, Judge Mannes expressed reservations, but indicated that he would "adhere to [his] earlier ruling." (Id. at 11). At the request of Appellees' counsel, Mr. Jewell's attorney made the following proffer "as to what he would hope Mr. Rood would say on behalf of Mr. Jewell" (id.):

(Id. at 12). After Appellees' counsel stated, "[a]s to Mr. Jewell, I didn't hear anything that Mr. Jewell couldn't testify to," Judge Mannes "adhere[d] to [his] earlier ruling." (Id. at 13).

As Judge Russell recently explained in Meredith v. International Marine Underwriters, No. GLR-10-837, 2012 WL 3025139, at *4 (D.Md. July 20, 2012):

Rule 37(b)(2), which is made applicable to bankruptcy proceedings by Fed. R.Bankr.P. 7037(a), "gives the court a broad discretion to make whatever disposition is just in light of the facts of the particular case." 8B Charles Alan Wright, et al., Federal Practice & Procedure § 2289 (3d ed. 2010); see also Camper v. Home Quality Mgmt., Inc., 200 F.R.D. 516, 518 (D.Md.2000) ("Federal district courts possess great discretion to sanction parties for failure to obey discovery orders.").

Although the bankruptcy court did not provide an explanation with regard to its ruling as to Mr. Rood, the record of the adversary proceeding, in effect, speaks for itself. Despite Mr. Rood's argument to the contrary, a finding of bad faith would clearly have been warranted. Given the dubious nature of his prior testimony in the case, and considering the substantial evidence of his fraudulent conduct, his testimony would not be likely to carry much weight with Judge Mannes. Moreover, considering his absolute refusal to comply with numerous court orders to provide discovery to Appellees, the imposition of this sanction was warranted, particularly where he was expressly given fair warning that a more severe sanction would result from his continued noncompliance.

With respect to Mr. Jewell, there are conflicting considerations involved, as Judge Mannes noted. On the one hand, he was effectively sanctioned for the conduct of Mr. Rood. On the other hand, permitting Mr. Rood to testify as a witness for him would likely have constituted an end-run around the sanction. Ultimately, the critical factor as to Mr. Jewell is the degree of prejudice he suffered as a result of the ruling. In his brief, Mr. Jewell argues that the ruling was indicative of the bankruptcy court's hostility toward him and that it was evidence of "malice," but he cites no prejudice that resulted. Indeed, given Mr. Rood's credibility problems, it is difficult to conceive how his testimony could have helped Mr. Jewell's case. Judge Mannes had broad discretion in this ruling, and there is no basis for finding that he abused it, or that it affected Mr. Jewell's substantial rights.

V. Admission of Expert Witness

Both appellants complain about the admission of Suzanne Hillman's expert testimony on several grounds. Mr. Rood argues, in conclusory fashion, that "[t]he trial Court erred when it denied the motion to strike the testimony of Suzanne Hillman based on the reasons detailed in the motions." (ECF No. 26, at 50). Such a meager argument barely deserves notice for it fails to direct the court to any pertinent part of the record. Mr. Jewell contends that the bankruptcy court erred in allowing the expert to testify because the testimony was based on illegally obtained documents. (ECF No. 17, at 21). As to that objection, Judge Mannes ruled on April 6, 2010:

(ECF No. 5-59, 16-17).

Mr. Jewell now argues that the evidence was tainted because it was not obtained in good faith and because Appellees and their expert somehow participated in the wrongful acquisition. He bases this argument on the motion filed by Kore on March 2, 2010 (ECF No. 6-126), which asserted that Ms. Hillman's report was based on documents that should have been returned as ordered in the receivership proceeding in the Circuit Court for Montgomery County. The motion cites Weaver v. ZeniMax Media, Inc., 175 Md.App. 16, 923 A.2d 1032 (2007), which held that a circuit court has inherent authority to sanction conduct that occurs prior to the commencement of litigation, citing in turn to Jackson v. Microsoft Corp., 211 F.R.D. 423 (W.D.Wash.2002). Mr. Jewell cites to additional cases, including Lipin v. Bender, 84 N.Y.2d 562, 572, 620 N.Y.S.2d 744, 644 N.E.2d 1300 (N.Y.1994) (improper review of privileged documents); Wanderer v. Johnston, 910 F.2d 652 (9th Cir.1990) (sanction for flagrant disregard of discovery rules); and Fayemi v. Hambrecht and Quist, Inc., 174 F.R.D. 319 (S.D.N.Y.1997) (inherent equitable power to limit use of improperly obtained material). While Judge Mannes understood the argument to be based on the obtaining of documents through abuse of the court ordered entry — and thus to implicate the exclusionary rule for official misconduct — he nevertheless declined to countenance an argument based on the asserted misconduct of the receiver and/or his agents. This ruling was not an abuse of discretion, particularly where Appellants never, either before the Bankruptcy Court or here, delineate specifically which documents are at issue. The Bankruptcy Court was painfully aware of the difficulty Appellees encountered in attempting to obtain discovery from Appellants and the other defendants, as well as the proceedings that occurred in circuit court. The authority of a court to sanction misconduct is an equitable one and, given all that transpired in this litigation, it was not an abuse of discretion for the court to permit the expert testimony based on all of the documents examined.

The admissibility of expert testimony is governed by Fed.R.Evid. 702 and 703, which essentially vest discretion in the trial judge to admit evidence if the specialized knowledge will assist the trier of fact to understand the evidence or determine a fact in issue. The testimony must be based on sufficient facts or data; it must be the product of reliable principles and methods; and the expert must reliably apply the principles and methods to the facts of the case.

During the very lengthy proceedings in the bankruptcy court, Ms. Hillman testified on numerous occasions, and her testimony and reports were an essential part of Appellees' case and the court's ruling. From time to time, counsel for Mr. Rood did attempt to raise objections, including a challenge to her neutrality, given her relationship to Southern Management CEO David Hillman (ECF No. 5-44, 52-58), and perhaps to her credentials, based on the failure of her website to reflect that she was a forensic accountant. (ECF No. 6-37, 31-2.)

Without any specific argument from Appellants as to how Judge Mannes purportedly abused his discretion in admitting the testimony of Ms. Hillman, the decision to admit the testimony will be affirmed. The objections noted, at best, went to the weight of the testimony and not to its admissibility.

VI. Evidentiary Rulings

Mr. Jewell complains, generally, that "[t] he Bankruptcy Court consistently allowed evidence to be presented without any foundation or context." (ECF No. 17, at 24). He specifically cites only one challenge to the admission of Plaintiffs' exhibit 30 at trial, a "Resolution of the Board of Directors of Kore Holdings, Inc." which, if executed, would award 750,000 shares of Kore stock to Mr. Jewell on April 17, 2006 "in consideration of consulting and services rendered" to Kore. The document is cited by Judge Mannes among several items of evidence demonstrating that there was a business relationship between Mr. Jewell and Mr. Rood and Kore prior to April 2008. He argues that "this evidence is nothing more than an unexecuted resolution for a publicly traded company that was never put into action" and that, as a public company, the sale of stock would be reflected by other records.

The document in question apparently was first discussed during the testimony of Suzanne Hillman at a hearing on various motions on April 22, 2009. (6-37, 53-4). Ms. Hillman said it was a "true and accurate document" retrieved from the electronic data seized at the Rugby Avenue office during the receivership proceedings in the circuit court. Defense counsel objected, arguing "this is a document that could be a draft. We have no idea what it is. It's not executed so we don't know the truthfulness or lack of truthfulness.... The only thing we know is it was in a computer and that it was a draft of something that may or may not have been voted upon, it may or may not have represented what actually happened." (Id. at 53-54). Counsel for Appellees responded that the document was not being offered for the truth, but rather to show "some notice of Mr. Rood's involvement with various parties and some intention that Mr. Jewell,... identifying shares of stock being issued." The court deferred ruling at that time.11

Trial courts enjoy wide discretion in determining the admissibility of evidence. "Assessing the probative value of [the evidence], and weighing any factors counseling against admissibility is a matter first for the [trial] court's sound judgment[.]" United States v. Abel, 469 U.S. 45, 54, 105 S.Ct. 465, 83 L.Ed.2d 450 (1984); see also Fed.R.Evid. 401 ("Evidence is relevant if ... it has any tendency to make a fact more or less probable that it would be without the evidence; and ... the fact is of consequence in determining the action"); Fed.R.Evid. 403 ("The court may exclude relevant evidence if its probative value is substantially outweighed by a danger of one or more of the following: unfair prejudice, confusing the issues, misleading the jury, undue delay, wasting time, or needlessly presenting cumulative evidence").

Considering that Mr. Jewell testified throughout the adversary proceeding that he did not become associated with Kore until mid-to-late 2008, this document showing that he was at least considered for an award of 750,000 shares of stock in return for consulting services in 2006 is certainly probative. That the document was unexecuted, in and of itself, was of little consequence. There was no objection based on the authenticity of the document as being found on the computer in the Rugby Avenue office.12 Judge Mannes' admission of the document in question does not constitute an abuse of discretion.

VII. Res Judicata

Prior to the instant case, SMCRT and Tysons commenced a separate adversary proceeding against Mr. Rood by filing a verified complaint to determine dischargeability of debt, alleging fraud and related claims. (Bankr. Case No. 09-00058, ECF No. 1). When Mr. Rood did not respond within the requisite time period after service of the complaint, the plaintiffs moved for default judgment. (Id. at ECF No. 5). The next day, SMCRT and Mr. Rosen commenced this adversary proceeding from which the instant appeal arises. By an order issued April 28, 2009 in Adversary Proceeding No. 09-00058, the bankruptcy court entered a default judgment in favor of SMCRT and Tysons, and against Mr. Rood, in the amounts of $13,876,353.47 and $2,626,189.30, respectively. (Id. at ECF No. 12).

In the instant adversary proceeding, Mr. Rood summarily raised res judicata and collateral estoppel as affirmative defenses in his answer. The record on appeal does not reflect that he moved to dismiss or for summary judgment on those grounds, however, and it appears that he did not specifically raise the issue prior to submission of his proposed findings of fact and conclusions of law after trial. (ECF No. 5-9, at 9-10).

In mentioning the prior default judgment in the memorandum of decision related to the case on appeal, Judge Mannes specifically noted that the judgment would be "subject to the `single recovery' rule, that is, only a single recovery is allowed where the same damages are sought under different legal theories." (ECF No. 1-1, at 2 n. 1). He further explained:

(Id. at 30). In the order entering final judgment, moreover, the bankruptcy court expressly stated that "SMCRT's recovery from Robert Fulton Rood, IV on the damages awarded by the court in Adversary Proceeding No. 09-00058 shall be treated as a credit against the damages awarded to SMCRT ... herein, as the damages in both proceedings are co-extensive." (ECF No. 35-1, order at 3).

Nevertheless, Mr. Rood argues on appeal that the judgment below is barred by res judicata and/or collateral estoppel. Insofar as he points to no ruling in the bankruptcy court finding to the contrary, however, there is essentially nothing for the court to review. Similarly, he argues, apparently for the first time on appeal, that Mr. Rosen somehow lacked standing to prosecute the action below, a claim that is plainly without merit. See 11 U.S.C. § 544; In re Fabian, 458 B.R. 235, 256-57 (Bankr.D.Md.2011) (discussing standing of the bankruptcy trustee to recover fraudulent conveyances).

While the court "may, in its discretion, decide issues presented to it in a bankruptcy appeal even though the issues were not raised in the court below," Debartolo Properties Management, Inc. v. Devan, 194 B.R. 46, 49 (D.Md.1996) (citing Levy v. Kindred, 854 F.2d 682, 685 (4th Cir.1988); Stewart v. Hall, 770 F.2d 1267, 1271 (4th Cir.1985)), it declines to do so here. The res judicata doctrine was "designed to protect `litigants from the burden of relitigating an identical issue with the same party or his privy and [to promote] judicial economy by preventing needless litigation.'" Laurel Sand & Gravel, Inc. v. Wilson, 519 F.3d 156, 161-62 (4th Cir.2008) (quoting Parklane Hosiery Co. v. Shore, 439 U.S. 322, 326, 99 S.Ct. 645, 58 L.Ed.2d 552 (1979)). The doctrine is not properly utilized to nullify a judgment after trial, particularly where, as here, the careful language of the bankruptcy court ensures that SMCRT may collect only a single recovery.

VIII. Conclusion

For the foregoing reasons, the judgment of the bankruptcy court will be affirmed. A separate order will follow.