The full case caption appears at the
end of this opinion. In this case we hold that the statute of limitations is not tolled by the filing of anaction in the name of a corporation whose charter had been forfeited and never revived,asserting a claim that was not a corporate asset at the time of forfeiture. Consequently, anamendment naming the last and sole owner as plaintiff in lieu of the defunct corporation,after the statute had run, does not relate back to when the action was instituted. This action was instituted on May 7, 1997, in the Circuit Court for Anne ArundelCounty. The complaint named Curtis Contractors, Inc. as the sole plaintiff. The petitioners,Charles and Ann Stein (the Steins), were named as defendants. The complaint was pled intwo counts. The first count alleged an express written contract between Curtis Contractors,Inc. and the Steins for the construction by Curtis Contractors, Inc. on the Steins’ property ofa therapy spa and related work. It further alleged amendments to that contract for thepurpose of including additional work, and it sought judgment for the unpaid balance of theagreed price. Count II sounded in quantum meruit and sought the reasonable value of thework done and materials provided by Curtis Contractors, Inc. for the Steins. The work was completed no later than May 29, 1994.
[FOOTNOTE 1] Consequently, the instant action was filed just short of three years after the cause of action accrued. The Steins, who were not served until February 1998, moved to dismiss, asserting,inter alia, the lack of capacity of Curtis Contractors, Inc. to sue. In an accompanying memorandum, to which a certificate from the State Department of Assessments and Taxation(the Department) was attached as an exhibit, the Steins demonstrated that the charter ofCurtis Contractors, Inc. had been forfeited on October 6, 1983, “for failure to file thenecessary corporate personal property report or failure to pay any late filing penalties due.” The response to this defense was the filing on April 20, 1998, of an amended complaint which omitted Curtis Contractors, Inc. as plaintiff and named “Robert E. Smith, Jr. d/b/a [doing business as] Curtis Contractors, Inc.” as sole plaintiff. It alleged that the respondent, Robert E. Smith, Jr. (Smith), was the sole owner, operator, proprietor, and principal of Curtis Contractors, Inc., and that, following the corporate charter’s forfeiture in 1983, Smith had “continued to do business as a sole proprietor using the name Curtis Contractors, Inc.” The Steins moved for summary judgment, contending that the statute of limitationshad run against Smith’s claim. Smith’s affidavit in opposition affirmed the facts alleged inthe amended complaint that are recited above. Smith also made affirmation to the following: “I have known Defendants Charles and Ann Stein on a personal basis since 1983. In addition, Charles Stein represented me as an attorney in various matters from 1984 to 1994. Charles Stein was and is intimately familiar with many of my business dealings including my construction business. Charles Stein was at all relevant times fully aware that I was the sole owner, proprietor and principal of Curtis Contractors, Inc.” The circuit court entered summary judgment in favor of the Steins, finding that the claimswere barred by the three year statute of limitations provided by Maryland Code (1974, 1995Repl. Vol.), � 5-101 of the Courts and Judicial Proceedings Article. Smith appealed to the Court of Special Appeals where the judgment was reversed bya divided court in an unreported opinion. That court agreed with the Steins that “CurtisContractors, Inc.” lacked the capacity to recover against them for breach of contract. Thatdid “not resolve, however, whether the relation back doctrine applies to Smith’s amendedcomplaint.” The court said, “Although relation back cases generally concern a change in thecause of action or a party defendant, it is only the plaintiff in this case, not the defendant or the claim, that has changed. Nevertheless, we believe the underlying principles remain thesame.” Relying principally on Zappone v. Liberty Life Insurance Co., 349 Md. 45, 706 A.2d1060 (1998), the Court of Special Appeals said that “prejudice to the opposing party is ahallmark of relation back cases involving the substitution of a defendant due to misnomer.”The court reasoned that there was no prejudice to the Steins because the facts out of whichthe dispute had arisen had not changed, the legal theories of liability had not changed, andthe Steins had a personal and professional relationship with Smith. The court analyzed thatthere had been a “substitution of Smith’s name for that of the Corporation in the FirstAmended Complaint.” This, said the court, “is indistinguishable from any other case inwhich a plaintiff substitutes one party for another, after realizing that the original complaint named the wrong entity.” The dissenting judge believed that Maryland Rule 2-341(c)(5) controlled because thecase presented a nonjoinder, as opposed to a misnomer. Rule 2-341(c) in relevant partprovides: “An amendment may seek to … (4) correct misnomer of a party, (5) correctmisjoinder or nonjoinder of a party so long as one of the original plaintiffs andone of the original defendants remain as parties to the action.” The dissenting judge was “not prepared to ignore the traditional understanding that CurtisContractors[, Inc.] was a separate legal entity from [Smith] and to reward [Smith] for hisblatant disregard of applicable corporate law except when it is to his advantage to dootherwise.” The Steins petitioned for the writ of certiorari which we granted. Curtis Contractors,Inc. v. Stein, 356 Md. 494, 740 A.2d 612 (1999). We shall reverse. Because the originalcomplaint was filed by a nonentity and was a nullity, there was nothing to which theamended complaint could relate back. The provisions of the Maryland corporation statutes dealing with the forfeiture ofcharters came into the law, initially by Chapter 244 of the Acts of 1890, “as a tax measure.”Cloverfields Improvement Ass’n v. Seabreeze Props., Inc., 280 Md. 382, 387, 373 A.2d 935,938 (1977). In 1983, when the charter of Curtis Contractors, Inc. was forfeited, the groundsfor forfeiture were stated in Maryland Code (1975), � 3-503 of the Corporations andAssociations Article (CA). It provided, except as to a tax collectable locally, that theComptroller “shall certify to the Governor a list of every Maryland corporation which hasnot paid a tax due by it before October 1 of the year after the tax became due.” CA � 3-503(a)(1). Further, it provided that the Department “shall certify to the Governor a list ofevery Maryland corporation which has not filed an annual report with the Department asrequired by law or has not paid franchise or gross receipt taxes before October 1 of the yearafter the report was required to be filed or the taxes were due.” CA � 3-503(b). Currently,the certification is made by the Comptroller to the Department. Md. Code (1957, 1993 Repl.Vol.), CA � 3-503(a)(1).
[FOOTNOTE 2] Since 1983 there has been no change of substance relevant to the instant matter with respect to the duties of the Department. See CA � 3-503(c).
[FOOTNOTE 3] In 1983 the effect of forfeiture was set forth in Md. Code (1975), CA � 3-503(c). Itread: “When he receives the lists, the Governor shall issue a proclamation declaringthat the charters of the corporations are repealed, annulled, and forfeited, andthe powers conferred by law on the corporations are inoperative, null, andvoid as of the date of the first publication of the proclamation, withoutproceedings of any kind either at law or in equity.” (Emphasis added).
[FOOTNOTE 4] One of the powers of Curtis Contractors, Inc. that became “inoperative, null, and void” upon forfeiture of its charter was the power to sue. CA � 2-103(2). Upon forfeiture, and “until a court appoints a receiver, the directors of the corporationbecome the trustees of its assets for purposes of liquidation.” CA � 3-515(a). During that period the directors-trustees may “[s]ue or be sued in their own names as trustees or in thename of the corporation.” CA � 3-515(c)(3). This latter provision is not applicable in thecase before us. Any contract or restitutionary rights that arose in favor of Smith, whoallegedly conferred a benefit on the Steins, arose long after forfeiture of the CurtisContractors, Inc. charter and was not an asset of that corporation at the time of forfeiture.Filing of articles of revival is the procedure for reinstating a forfeited corporatecharter. CA �� 3-507 through 3-512. From the time of forfeiture until October 1, 1991, inorder for Curtis Contractors, Inc. to have articles of revival accepted by the Department, itwas necessary for Smith to file all annual reports and to pay “[a]ll State and local taxes,except taxes on real estate, and all interest and penalties due … whether or not barred bylimitations.” Md. Code (1975), CA � 3-510. Effective October 1, 1991, per Chapter 8 ofthe Acts of that year, it also became necessary for those seeking reinstatement to pay, inaddition, “[u]nemployment insurance contributions, or reimbursement payments.” CA � 3-509. Further, the revival of a corporation’s charter validates contracts done in the name ofthe corporation while the charter was void and restores, unless otherwise divested, all assetsand rights of the corporation to the same extent that they were held before forfeiture. CA �3-512. At no time from October 6, 1993, to the closing of the record for this appeal,however, has Smith revived the charter of Curtis Contractors, Inc. There are also two Maryland Rules of Procedure, Rules 2-201 and 2-241, which dealwith a problem related to, but distinct from, the problem in the case before us. Rule2-241(a), “Substitution,” provides: “The proper person may be substituted for a party who “(1) dies, if the action survives, “(2) becomes incompetent, “(3) transfers an interest in the action, whether voluntarily or involuntarily, “(4) if a corporation, dissolves, forfeits its charter, merges, or consolidates, or “(5) if a public officer, ceases to hold office.” Maryland Rule 2-201, “Real party in interest,” in relevant part reads:”No action shall be dismissed on the ground that it is not prosecuted in thename of the real party in interest until a reasonable time has been allowed afterobjection for joinder or substitution of the real party in interest. The joinderor substitution shall have the same effect as if the action had been commencedin the name of the real party in interest.” “Substitution,” as used in Rule 2-201, has the same meaning as in Rule 2-241. From thestandpoint of prosecuting an action, the reference to forfeiture in Rule 2-241(a)(4) ordinarilyinvolves a situation where an action had been instituted by a corporation in good standingthat, during the pendency of the suit, suffered a forfeiture of charter and, without articles of revival having been filed, the directors-trustees prosecute the action in connection with the liquidation of the affairs of the defunct corporation. See CA � 3-515(c). That substitutionrelates back per Rule 2-201. Here, however, Smith is not asserting a claim owned by thecorporation at forfeiture and is not suing as the only director-trustee. Thus, in order forSmith to avoid the operation of the statute of limitations, relation back under the amendmentrule, Rule 2-341, must apply where the action is instituted by a defunct corporation. This Court’s analysis of the effect of the institution of an action in the name of adefunct corporation is found in Atlantic Mill & Lumber Realty Co. v. Keefer, 179 Md. 496,20A.2d 178 (1941). In that case a corporation whose charter had been forfeited purportedlyfiled a mechanics’ lien and a bill of complaint to enforce the mechanics’ lien. Id. at 497, 20A.2d at 179. After the expiration of the time within which a mechanics’ lien could be filed,the lien filing and the bill of complaint to enforce were amended by naming “Herman M.Meyer, trading as the Atlantic Mill & Lumber Company,” as claimant and plaintiff, in lieuof the defunct corporation, “Atlantic Mill & Lumber Realty Company, Incorporated.” Id.The amended bill was dismissed on demurrer, and this Court affirmed. We stated: “The original mechanics’ lien … was inoperative, null and void as thepetitioner was not in existence and had no power to file the lien. Suchpetitioner not being in existence and having no authority to enforce rightsacquired during the life of its charter could not file the alleged mechanics’ lien,could not file the original bill of complaint for its enforcement, could not filea petition for authority to file an amended bill of complaint. The amended lienwas not filed by the directors of the corporation as trustees nor by a receiveror receivers of the corporation, but by ‘Herman M. Meyer, trading as AtlanticMill and Lumber Company.’ It therefore appears that the amended bill ofcomplaint of ‘Herman M. Meyer, trading as Atlantic Mill and LumberCompany,’ was an entirely new action and that the amended mechanics’ lien,an entirely new claim filed more than six months after the time fixed bystatute[,] was no lien and is, therefore, not enforceable.”Id. at 500-01, 20 A.2d at 181 (citation omitted). In the instant matter Smith seeks to distinguish Atlantic Mill, asserting that thematerials giving rise to the lien claim in that case were provided when the corporation wasin good standing. As we read Atlantic Mill, it is silent on that point. Nevertheless, even ifthe materials were provided prior to forfeiture of the corporation’s charter, the distinctionwould be immaterial. The point is that under Atlantic Mill there was no relation back, andthe filing of the amended complaint to enforce was “an entirely new action.” This Court said that the then applicable forfeiture statute did not permit Meyer to take advantage of a lienfiled by a “nonentity.” Id. at 501, 20 A.2d at 181. There are a number of cases dealing with revival, or attempted revival, under theMaryland corporation laws which clearly indicate that the original complaint filed in thename of Curtis Contractors, Inc. in this case had no effect, so that there was nothing to whichthe amended complaint could relate back. In Cloverfields, 280 Md. 382, 373 A.2d 935, thecontest was between rival claimants to the power to control the application of restrictivecovenants in a residential development. The improvement association claimed under a 1965assignment from a corporation whose charter had been forfeited in 1964. Id. at 385, 373A.2d at 936-37. The other claimant, Seabreeze Properties, Inc., claimed under a 1971assignment from the last directors of the defunct corporation. Id. at 386, 373 A.2d at 937. Articles of revival had been filed in 1973, some nine months after the improvementassociation had brought the declaratory judgment action that is the subject of the reportedcase. Id. We held that the articles of revival did not retroactively make effective theassignment in the name of the defunct corporation because, in the interval between thatassignment and the revival, the authorized directors-trustees had validly assigned. Id. at 398,373 A.2d at 943. Of particular relevance to the case before us is the alternative argument of theimprovement association in Cloverfields which contended that the assignee from thedirectors-trustees could not be a bona fide purchaser because that assignee had actualknowledge of the prior rights and equities of the improvement association. We rejected thisargument saying that “[t]he 1965 instruments were void because the corporation was deadand its powers terminated.” Id. at 399, 373 A.2d at 944. We analogized to the lack ofconstructive notice given by the recording of a forged deed. Id. Cloverfields also favorablyquoted the passage from Atlantic Mill that we have quoted above. Cloverfields, 280 Md. at393-94, 373 A.2d at 941. American-Stewart Distillery, Inc. v. Stewart Distilling Co., 168 Md. 212, 177 A. 473(1935), was a contest over the use of the name of a corporation whose charter had beenforfeited. We held that the entity that had adopted the name of the forfeited corporationduring the period of forfeiture was entitled to continue to use the name after revival of thecharter of the earlier user of the name. We pointed out that, under the corporation statutes,”‘the powers granted to such [forfeited] corporations shall be inoperative, null and void.’”Id. at 217, 177 A. at 475. The following sequence of events was involved in Kroop & Kurland, P.A. v.Lambros, 118 Md. App. 651, 703 A.2d 1287 (1998). A professional association hadrendered services and obtained a judgment for payment of the services while it was in goodstanding. Id. at 654, 703 A.2d at 1288. In the twelve years following entry of the judgment,see Md. Rule 2-625, the professional association’s charter was forfeited, but the judgmentwas purportedly renewed in the corporate name.
[FOOTNOTE 5] Id. at 655, 703 A.2d at 1288. Subsequently, the judgment was sold to the plaintiff. The plaintiff filed a claim against theestate of the deceased judgment debtor which was disallowed by the personal representative.Id. Thereafter the plaintiff revived the professional association charter, and the claim wasallowed by the orphans’ court. Id., 703 A.2d at 1289. The circuit court, however, held thatthe renewal of the judgment was null and void because the corporation did not exist, and theineffectiveness of the renewal of the judgment had not been cured by the later revival of thecorporate charter. Id. at 656, 703 A.2d at 1289. The Court of Special Appeals affirmed. That court held that “during the period in which [the professional association] was defunct,it was divested of its right as a judgment creditor … by expiration of the judgment” and thatthe judgment was not restored upon revival of the charter. Id. at 667, 703 A.2d at 1294.Psychic Research & Development Institute of Maryland, Inc. v. Gutbrodt, 46 Md. App. 21, 415 A.2d 611 (1980), was relied upon by the United States District Court for theDistrict of Maryland in a case involving a limitations defense. United States v. Firemen’sIns. Co., 869 F. Supp. 347, 348 (D. Md. 1994). In Psychic Research a testamentary bequestto a corporation required that it be in existence at the time of the testatrix’s death. 46 Md.App. at 23-24, 415 A.2d at 613. At that time the legatee’s charter had been forfeited, and thegift was distributed to the alternate legatee named in the will. The Court of Special Appealsheld that the subsequent filing of articles of revival could not thwart the gift over. Id. at 28, 415 A.2d at 615. In Psychic Research the Court of Special Appeals said: “The Articles of Revival can spontaneously generate life in a deadcorporation, but they cannot restore to it rights that passed to others during theperiod of the corporate abiosis. The subsequent revival of Psychic did not againvest property and rights in the corporation which were divested duringthe period of forfeiture.” Id. Firemen’s Insurance Co. was brought under the Miller Act. The complaint againstthe bonding company was filed in the name of a corporation which was then defunct, but thefiling was made within the period of limitations. 869 F. Supp. at 348. When the lack ofcapacity to sue of the corporate plaintiff was raised by the bonding company, articles ofrevival were filed, but they were not filed until after the expiration of the period for filingclaims against Miller Act bonds. Id. United States District Judge Messitte saw no difference”between inheritance rights that vest in an alternate beneficiary when a corporatebeneficiary’s charter is forfeit and the right of a defendant to claim the benefit of a limitations defense that accrues while a corporation’s charter is in similar status.” Id. at 349. In the instant matter Smith has not attempted to revive the charter of CurtisContractors, Inc. Inasmuch as filing of articles of revival are ineffective to achieve relationback to the date of filing of an action by a defunct corporation, a fortiori, simply amendinga complaint filed by a defunct corporation which has not been revived by replacing thenamed corporate plaintiff with the last owner of the defunct corporation does not effectrelation back. Indeed, to permit relation back under the circumstances here as an applicationof the amendment rule, Rule 2-341, when it is not permitted under the substitution rule, Rule2-241, would be contrary to the well settled policy that corporations and individuals areseparate entities. “[T]he corporate entity will be disregarded only when necessary to prevent The fraud or to enforce a paramount equity.” Bart Arconti & Sons, Inc. v. Ames-Ennis, Inc., 275 Md. 295, 312, 340 A.2d 225, 235 (1975). See also Ferguson Trenching Co. v. Kiehne, 329 Md. 169, 175, 618 A.2d 735, 738 (1993); Starfish Condominium Ass’n v. Yorkridge Serv.Corp., 295 Md. 693, 714, 458 A.2d 805, 816 (1983); Residential Warranty Corp. v. BancroftHomes Greenspring Valley, Inc., 126 Md. App. 294, 306-07, 728 A.2d 783, 789, cert.denied, 355 Md. 613, 735 A.2d 1107 (1999). There is also a strong analogy between the problem in the case before us and thepurported filing of an action against a person who is deceased at that time. In Burket v.Aldridge, 241 Md. 423, 430, 216 A.2d 910, 913 (1966), we said that “the action filed byBurket against Smith, a few days before the expiration of the three year period from the dateof the injuries, had no legal effect. Smith was dead, and an action brought against a deadman is a nullity.” See also Hunt v. Tague, 205 Md. 369, 378-79, 109 A.2d 80, 85 (1954)(same); Cromwell v. Ripley, 11 Md. App. 173, 174, 273 A.2d 218, 219 (1971) (same); Moulv. Pace, 261 F. Supp. 616, 618 (D. Md. 1966) (same).
[FOOTNOTE 6] We perceive no reason why an action purportedly brought by a defunct corporation has any more efficacy than an action brought against a deceased individual defendant, absent an express rule or statute, such as that -permitting substitution of the last directors-trustees when enforcing an asset held by the corporation at forfeiture. Zappone, 349 Md. 45, 706 A.2d 1060, on which the Court of Special Appeals relied,illustrates the liberality of this Court’s application of the relation back principle in cases of amendment, but the holding of that case cannot apply here. Zappone involved a multi-countcomplaint brought by Ricardo D. Zappone (Zappone) who was the sole shareholder of acorporation, Print-A-Copy, Inc., which was at all relevant times in good standing. Id. at 52,706 A.2d at 1064. Zappone sued a number of defendants who had rendered financialservices to him alleging, principally, fraud and negligent misrepresentation of the costs to bepaid and benefits to be realized on a retirement annuity. Id. at 56, 706 A.2d at 1065-66. Partof the alleged representations was that Print-A-Copy, Inc. could deduct from its income taxthe interest on a bank loan that the corporation in turn had loaned to Zappone for a lump sumannuity premium. Id. After the statute of limitations had run, Zappone amended thecomplaint to add Print-A-Copy, Inc. as a party plaintiff. The amended complaint claimedin Counts V and VI for the loss sustained due to the nondeductibility of the interest paymentsto the lender bank. The trial court refused to apply the doctrine of relation back to CountsV and VI, a ruling that this Court reversed. Id. at 68, 706 A.2d at 1072. We said that this Court “had liberally applied the relation back doctrine in othercontexts, always emphasizing whether a proposed amendment, if allowed, wouldsubstantially prejudice a defendant by submitting that defendant to unfair surprise, hardship,or an undue burden in defending the plaintiff’s amended allegations.” Id. at 69-70, 706 A.2d at1072. We pointed out that, from the beginning of the Zappone lawsuit, the defendants hadbeen on notice of a claim based on the nondeductibility of interest. Id. at 70, 706 A.2d at1072. We said that amended Counts V and VI “simply refined and clarified the allegationsof the initial complaint by more precisely stating the proper plaintiff who was injured by thedefendants’ allegedly fraudulent and/or negligent conduct.” Id. We do not retreat from the policy enunciated in Zappone of liberally applying therelation back doctrine. In the instant case, however, Smith cannot prevail without anexpansion of the doctrine, but it is an expansion that we cannot make. We do not deal withsubstitution under Rule 2-241, and, consequently, Rule 2-201 does not apply. Any effort toapply relation back by amendment to the original complaint filed by the defunct corporationencounters CA � 3-503 which declares that forfeiture of the corporate charter renders thecorporate powers “inoperative, null, and void.” The statutory method for restoration of thosepowers is filing articles of revival, which Smith has not done. Instead, Smith has donebusiness under the name Curtis Contractors, Inc. for more than twelve years prior to filingthe instant action in that name–a seemingly clear violation of CA � 3-514 which reads: “(a) Prohibition. – Any person who transacts business in the nameor for the account of a corporation knowing that its charter has been forfeitedand has not been revived is guilty of a misdemeanor and on conviction issubject to a fine of not more than $500. “(b) Presumption. – For the purpose of this section, unless there isclear evidence to the contrary, a person who was an officer or director of acorporation at the time its charter was forfeited is presumed to know of theforfeiture. “(c) Limitation. – A prosecution for violation of the provisions ofthis section may not be instituted after the date articles of revival of thecorporation are filed.” If we were to hold that Smith escapes the statute of limitations by doing business and filingsuit in the name of a defunct corporation, simply by purportedly amending to bring the actionin his individual name after the corporate status had been challenged and limitations hadotherwise run, we would expand the liberality of relation back to the point where it clasheswith the legislative policy requiring back taxes to be paid before powers can be reconferredon a defunct corporation.
[FOOTNOTE 7] JUDGMENT OF THE COURT OF SPECIAL APPEALS REVERSED. CASE REMANDED TO THAT COURT FOR THE ENTRY OF A JUDGMENT AFFIRMING THE JUDGMENT OF THE CIRCUIT COURT FOR ANNE ARUNDEL COUNTY. COSTS IN THIS COURT AND IN THE COURT OF SPECIAL APPEALS TO BE PAID BY THE RESPONDENT, ROBERT E. SMITH, JR. :::FOOTNOTES:::
FN1 This case was decided on summary judgment. The date of completion is found in the record only in an unsworn memorandum of law filed by the Steins which states that theplaintiff (then Robert E. Smith, Jr.) asserts that the work was completed no later than May29, 1994. The plaintiff has never challenged this statement and the completion date has beentreated as a conceded fact in the circuit court, in the Court of Special Appeals, and in thisCourt.
FN2 Hereafter, unless otherwise noted, all references to the Corporations and Associations Article will be to the 1993 Replacement Volume.
FN3 CA � 3-503 was amended by Chapter 593 of the Acts of 1986 to change the duty of the Comptroller from reporting to the Governor to reporting to the Department and byChapter 8 of the Acts of 1991 to place a duty to report to the Department on the appropriatecabinet secretary with respect to unemployment insurance contributions or reimbursementpayments. See Md. Code (1993, 1999 Cum. Supp.), CA � 3-503(a) and (b).
FN4 Currently the Department issues the proclamation after the lists are certified. CA � 3-503(d).
FN5 Renewal of a money judgment is effected by filing a notice of renewal with the Clerk of the Court. Md. Rule 2-625. Service of the notice of renewal must be made on thejudgment debtor in accordance with Rule 1-321.
FN6 The rule that an action filed against a deceased individual does not stop the running of the statute of limitations has been modified where the decedent was covered by liability insurance for the occurrence. See Md. Code (1974, 1991 Repl. Vol.), � 8-104(e) of theEstates and Trusts Article. See also Greentree v. Fertitta, 338 Md. 621, 659 A.2d 1325(1995).
FN7At oral argument in this Court Smith suggested that it was material that Charles Stein and Smith may have had a close personal and professional relationship that may have resulted in the Steins having had notice of the legal status of Curtis Contractors, Inc. Whether the Steins should be estopped from pleading limitations or raising the defense of lack of capacity of Curtis Contractors, Inc. to sue, however, is not before us. Estoppel was notraised in the Circuit Court for Anne Arundel County or in Smith’s brief filed in the Court ofSpecial Appeals. It is not an issue that was raised by Smith in a cross-petition for certiorari.
Stein v. Smith In the Court of Appeals of Maryland Charles F. Stein, III, et ux. v. Robert E. Smith, Jr., d/b/a Curtis Contractors, Inc. Case No. C-1997-37469 CN Circuit Court for Anne Arundel County Filed: May 15, 2000 Before: Bell, C.J., Eldridge, Rodowsky, Raker, Wilner, Cathell, Harrell, JJ.
