Goldstein v. Miles

In Goldstein v. Miles, 159 Md. App. 403, 437, 859 A.2d 313 (2004), cert. denied, 384 Md. 581, 865 A.2d 589 (2005), the Court held that the plaintiffs "failed to produce sufficient evidence that they reasonably relied upon the defendant's representations" because the defendant's "statements were too indefinite, vague, and general to be considered as anything more than expressions of expectation or probability and therefore were not actionable as fraudulent . . . misrepresentations." The defendant, a lawyer, had stated that, upon his retirement, he would sell his law firm below market value to the plaintiffs, also lawyers. Id. at 436. The Court concluded that the plaintiffs could not reasonably rely on the defendant's statements, which "did not contain any material terms of the sale. No purchase price, date of sale, interest rate, or terms of payment were discussed, much less agreed upon." Id. at 437. In Goldstein v. Miles, attorneys Scott B. Goldstein ("Mr. Goldstein") and James K. MacAlister ("Mr. MacAlister" and, collectively with Mr. Goldstein, the "former associates") sued their former employer, Stephen L. Miles ("firm owner"). Mr. Goldstein alleged that the firm owner expressed interest in selling the firm to Mr. Goldstein from the beginning of his employment. Id. at 411. The firm owner also persuaded Mr. MacAlister not to take another job offer by stating that he would sell his practice to Mr. MacAlister, Mr. Goldstein, and another associate upon the firm owner's retirement. Id. at 415-16. The former associates produced written communications where the firm owner indicated that he expected them to purchase the firm. Id. at 417. In subsequent years, the firm owner engaged in negotiations, including price terms, with Mr. Goldstein and another attorney. Id. at 417-19. Mr. MacAlister was not aware that these negotiations were taking place. Id. at 418-19. In turn, Mr. Goldstein was unaware that the firm owner was negotiating with the law firm of Saiontz & Kirk, which eventually bought the firm in question. Id. at 419. The former associates subsequently filed suit, alleging fraud and negligent misrepresentation. Id. at 409. They claimed damages based on expert testimony that they would have earned $9,510,068 from purchasing the firm. Id. at 420. They also requested the difference between the value of the firm at the time of the sale and the reduced price promised to them by the firm owner. Id. The firm owner moved for summary judgment, which was granted by the circuit court on the basis that the firm owner and former associates never "struck a 'bargain'" for the firm's purchase. Id. at 409. The former associates thereafter appealed to this Court. Id. On review of the circuit court's grant of summary judgment, we determined that there was no enforceable bargain between the firm owner and the former associates: The firm owner's statements that he would sell the former associates his firm for a price below market value, upon his retirement, were not enforceable promises. These assertions did not contain any material terms of the sale such as purchase price, date of sale, interest rate, or terms of payment. Without these terms, it is impossible to determine what "the nature and extent of the parties' obligations" were, if any. Because of the vague and indefinite nature of the firm owner's assertions, the former associates could not have reasonably relied on them. Rather, the firm owner's assertions amount to no more than statements of intention because they were not "communicated in such a way that the addressee of the expression could justly expect performance and . . . reasonably rely thereon." Id. at 431-32. The Court therefore affirmed the judgment of the circuit court. Id. at 438.