Danny Son v. Margolius2/26/1997
in the language of the agreement. Their actual intent, therefore, is not considered. E.g., General Motors Acceptance Corp. v. Daniels, 303 Md. 254, 261, 492 A.2d 1306 (1985); McIntyre v. Guild, Inc., 105 Md. App. 332, 355, 659 A.2d 398 (1995); Faw, Casson & Co. v. Everngam, 94 Md. App. 129, 134-35, 616 A.2d 426, cert. denied, 330 Md. 155, 622 A.2d 1195 (1992). When a written agreement is ambiguous, a court must resort to the rules of contract construction and may also consider extrinsic evidence. Likewise, when parties disagree as to the existence or terms of an oral agreement, their conduct and intentions may be employed to determine any ambiguous and unknown provisions of the contract. Globe Home Improvement Co. v. McCarty, 204 Md. 513, 517, 105 A.2d 216 (1954); Weil v. Free State Oil Co., 200 Md. 62, 87 A.2d 826 (1952); Snyder v. Cearfoss, 187 Md. 635, 51 A.2d 264 (1947).
Regarding the various contracts alleged in this case, we divine that Mr. Son alleges the existence of three. He, of course, acknowledges his written consulting agreement with Ms. Park (the "Son-Park" agreement) and his agreement to retain the law firm (the "Son-Firm" agreement). His Complaint, however, clearly alleges that the various written documents are a "thinly veiled" subterfuge. Essentially, he believes that his agreement with Ms. Park, and the two retainer agreements with the law firm and Mr. Stein, resulted from a third agreement between the law firm and Ms. Park (the "Firm-Park agreement"). The Son-Park and Son-Firm written agreements are, appellant argues, illegal not based on their own terms but because they stem from the alleged illegal Firm-Park agreement. They are, he argues, the progeny of an illegal contract, the terms of which are uncertain. We shall, in subsequent sections of this opinion, address whether the Firm-Park agreement had an illegal purpose and whether the Son-Park and Son-Firm contracts could be infected with that illegality. In this section, however, we shall conclude that a factual dispute existed concerning the existence of the Firm-Park agreement.
Again, we must remind ourselves that this appeal comes to us after a grant of summary judgment. Upon concluding that a material dispute of fact exists, we must reverse and remand. Mr. Son alleges the existence of an illegal Firm-Park agreement with uncertain terms. Appellees deny that such a contract existed. Contract construction or interpretation is initially a question of law for the court. Shapiro v. Massengill, 105 Md. App. 743, 661 A.2d 202 (1995); McIntyre v. Guild, Inc., 105 Md. App. 332, 659 A.2d 398 (1995). When the existence of an oral contract is disputed, however, and, alternatively, there is conflicting evidence as to its terms, it is for the finder of fact to determine if the contract existed and what were its terms. Globe Home Improvement Co., supra. We conclude that Mr. Son offered sufficient evidence of the existence of an oral agreement between Ms. Park and the law firm to have that issue placed before a jury. He offered, inter alia, the following:
- On at least one occasion prior to Mr. Son's accident, Mr. Stein had been approached by Ms. Park regarding representation of a Korean litigant. Mr. Stein corresponded directly with Ms. Park as the agent of this other Korean family.
- Ms. Park's $242,500.00 check came from the firm's escrow account. This payment was not revealed on the pro forma final settlement sheet. Her fee instead was embedded, and allegedly concealed, in the attorneys' fee on that document.
- Ms. Park testified that she was sent Mr. Son's settlement sheet first. After her review, Mr. Son was allowed to see the document.
- Ms. Son testified, in response
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