Converge v. Curran

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Converge Service s Grou p, LLC v. Curr an, No. 13, S ept. Term 2004. Opinion by Harrell, J. DECLARATORY JUDGMENT - APPROPRIATENESS OF DECLARATORY REMEDY SOUGHT BY PARTY IN FACE OF PENDING ENFO RCEM ENT A CTION AGA INST IT BY ADMINISTRATIVE AGENCY - PRIMARY JURISDICTION DOCTRINE Company that sold sure ty bond pro ducts to resid ential tenants in lieu of trad itional security deposits given to landlords sought declaratory relief in Circuit Court during a Consumer Protection Division investigation of its activities concerning alleged violations of the Consumer Protection Act, §§ 13-301 and 13-303, and the Security Deposit Law and Application Fee Law, §§ 8-203 and 8-213 of the Real Property Article. The Division moved for dismissal because of the inappropriateness of declaratory judgment as it would not terminate the entire controversy between all of the named parties in the administrative proceedings and because the Division had primary jurisdiction over the Consumer Protection Act claims after filing administrative charges alleging multiple violations of the same provisions. A court may dismiss a complaint for declaratory relief when a more effective and more appropriate administrative remedy is available. Because the available administrative remedy would p rovide a m ore comp lete resolution for subsequent judicial review and a premature declaratory judgment would n ot terminate n ecessarily or conclusively the matter, summary judgmen t was prop erly awarded in the declaratory judgment action in favor of the Consumer Protection Division. Circuit Co urt for Baltim ore Cou nty Case # C-03-011088 IN THE COURT OF APPEALS OF MARYLAND No. 13 September Term, 2004 CONVERGE SERVICES GROUP, LLC d/b/a SURE DEPO SIT v. J. JOSEP H CU RRA N, JR., et al. Bell, C.J. Raker Wilner Cathell Harrell Battaglia Greene, JJ. Opinion by Harrell, J. Filed: November 8, 2004 An incipient dispute arose betw een Converg e Services Grou p, LLC , d/b/a SureDe posit, Inc. ( SureDeposit ) and the Consumer Protection Division of the Office of the Maryland Attorney General ( Division ) in 2002 when the Division commenced an investigation of SureDeposit for the latter s marketing and sale of a su rety bond pro duct to Maryland residential real estate tenants to be used by the tenants in lieu of traditional security deposits required by their tenancies. After some administrative discovery occurred, the Division notified SureDeposit in January 2003 that it believed SureDeposit s trade practices violated the M aryland Con sumer Pro tection Ac t, Md. Co de (1975 , 2000 Re pl. Vol.), § 13-1 01, et seq., of the Co mmercia l Law A rticle ( CPA ) and the M aryland Secu rity Deposit Law and Application Fee Law, Md. Code (1974, 2003 Repl. Vol.), §§ 8-203 and 8213 of the Real Property Article (collectively, SDL ). Not surprisingly, SureDeposit disagreed. SureDeposit and the D ivision enga ged in som e negotiation s; but, appare ntly unsatisfied with their course and facing a potential contested administrative process regarding the Division s probable filing of formal charges, SureDeposit filed on 9 October 2003 a complaint in the Circuit Court for Baltimore County seeking declaratory relief that the SDL did not apply to SureDeposit s surety bond product and, assuming that relief were granted, that SureDeposit had not violated the CPA. The Division, o n 26 No vember 2 003, filed an administrativ e statement of charges against SureDeposit, alleging multiple violations of the CPA, some of which overlapped with allegations of viola tions of the SD L. After the parties exchanged some mutual paper discovery in SureDeposit s Circuit Court action, the Division moved there for dismissal of the complain t under M d. Rule 2-3 23(b)(2) on the basis that the declaratory judgments sought would not resolve fully the entire controversy between the parties in accordance with § 3409(a) of the Declaratory Judgment Act and that the Division, as an administrative agency with recognized expertise with regard to administering and interpreting the CPA, exercised primary jurisdiction over the entire dispute. The Circuit Co urt dismissed SureDe posit s com plaint on 4 February 2004. SureDe posit noted a n appe al to the C ourt of Specia l Appe als. We issued a w rit of certiorari, on our initiative and before the intermediate court could decide the appe al, in order to consider Sur eDe posi t s fo llow ing q uestions , which w e rew ord s lightly for consiste ncy. 1 I. Does the Division have primary jurisdiction over the subject matter of the complaint where the issues raised in the complaint require interpretation of the Security Deposit Law, not the Co nsumer P rotection A ct? II. If the Division does have primary jurisdiction, did the Division waive that argument by affirmative ly engaging in discovery in the Circuit Court case? III. Does the Security Deposit Law apply to the marketing and sale of Su reDepo sit s surety bond product? Based on our an alysis of SureD eposit s first issue, and the interplay between the principles of primary jurisdiction and the statutory requirements of the Declaratory Judgment 1 In considering an appeal on bypa ss of the C ourt of Sp ecial App eals, we w ill consider those issues that would have been cognizable by the Co urt of S pecial A ppeals . Md. R ule 8-1 31(b)(2 ). 2 Act, Md. Code (1973, 2002 Repl. Vol.), §§ 3-401 - 3-415 of the Courts and Judicial Proceed ings Article, w e shall affirm the Circuit C ourt s judgm ent. 2 I. A. SureDe posit is a New Jersey corporation that offers nationwide a surety bond product to residential rental tenants as an alterna tive to paying a s ecurity deposit to their landlords. Consumers purchase these surety bonds, usually at the commencement of the tena ncy, by signing a document entitled SureDeposit Bond Acknowledgment Form (Acknowledgment Form) and paying a premium to their landlords. The landlords collect the premium and forward it to SureDeposit. SureDeposit retains a portion of this premium as profit while allotting a portion of it to a primary claims pool 3 to satisfy damage claims filed by landlords. Another portion is returned to the landlord s to comp ensate them for their 2 We do not reac h SureD eposit s wa iver argum ent, having resolved its appeal on an alternative basis in addition to primary jurisdiction; no r do we in terpret the Se curity Depos it Law. 3 The Ac knowle dgment F orm states th at tenants agree to purchase a security depo sit bond from Bank ers Insurance Com pany.... There is little evidence in the record as it reaches us in the posture of this case distinguishing Bankers Insurance Company ( BIC ) and the primary claims pool from SureDe posit. In addition, First Community Insurance Company ( FCIC ) is described as the surety on a separate contract between SureDeposit and the landlord. The Ac knowle dgment F orm requ ires that payme nt for purc hasing the s ecurity deposit bond f rom B IC be m ade to S ureDe posit. Furthermore, in SureDeposit s opposition to the Division s motion to dismiss, Sur eDepo sit states that SureDeposit, acting as an independent third party, compensates the landlord for the damage claimed ... then [SureDeposit] has the option of seeking reimbursement of subrogated amounts from the tenant for amounts up to the bond coverage limit. Recognizing that SureDeposit m ay very well stand as an agent on behalf of BIC or FCIC, we resolve the ambiguity in accordance with SureDeposit s filing and refer to SureDeposit as the surety throughout this opinion. 3 administrative expenses, although a landlord may elect to receive a portion of any excess funds av ailable in the c laims pool in lieu of this pa yment. SureDe posit characterizes its suret y bond product a s a surety contract where SureDeposit is the surety, the tenant is the principal, and the landlord is the obligee. The surety bond product seems neither to protect nor insure the tenant from the typical landlord claim most often satisfied from a tenant s security deposit. Rather, the surety bond product allows a landlord to collect compensation for damages to the leased property from an allegedly readily available claims pool in lieu of the traditional sec urity deposit. In addition, according to the Acknowledgment Form signed by the tenant, the surety bond product may be utilized by the landlord to pay for past due rent, fees, and any other charges beyond normal wear and tear to the leased premises. These charges include court costs, expen ses, and attorney s fees. The Acknowledgment Form states that SureDeposit retains the right to seek reimbursement from the tenant for sums paid to the landlo rd for dam ages. In add ition to SureDeposit s right to reimbursement, the Acknowledgment Form purports to protect the landlord by waiving any landlord responsibility for SureDeposit s collection activities. Tenants also pre-authorize SureDeposit to collect all requested information to assist in the collectio n or mo nies pa id by BIC as prev iously des cribed, from anyone. B. In 2001, SureDeposit began selling its surety bond product in Maryland. Between June 2002 and September 2002, the Division issued administrative subpoenas for production 4 of documents and depositions of SureD eposit s corporate officers. SureDeposit complied with the subpoenas for production of documents and offered up Dan Rudd, SureDeposit s Chief Financial Officer and Chief Operating Officer, for deposition on 10 September 2002. Upon the conclu sion of this d iscovery, Sure Deposit b egan neg otiation with the Division about the investigation. Two letters w ere sent to the Division, on 9 October 2002 and 19 December 2002, requ esting an ap pointmen t to discuss an y concerns su rrounding its surety bond pro duct. At so me point d uring the inv estigation, Su reDepo sit voluntarily suspended sale of its surety bond product in Maryland. The Division responded on 10 January 2003 that it had reason to believe that SureDe posit engaged in trade practices that violate the Marylan d Consu mer Prote ction Act, Md. Code Ann., Com. Law II, §13-101 et seq.,4 and the Maryland Security Deposit Law and Application Fee Law, Md. Code Ann., Real Property, §§8-2035 and 8-2136 (2001 Supp .). 4 The relevant portions of the CPA mentioned were §§ 13-301 (1) and 13-301(3). They state that, Unfair or deceptive trade practices include any: (1) False, falsely disparaging, or m isleading ora l or written state ment, visual description, or other representation of any kind which has the capacity, tendency, or effect of deceiving or misleading consumers; ... (3) Failure to state a material fact if the failure deceiv es or ten ds to de ceive; ... Md. Code (1975, 2000 Repl. Vol.) of the Commercial Law Article. In addition, §13-303 of the C PA pr ohibits v iolation s of § 1 3-301 . 5 Section 8-203 of the Real Property Article defines security deposits as, any payment of money, including payment of the last month s rent in advance of the time it is due, g iven to a la ndlo rd by a (contin ued...) 5 On 21 January 2003, SureDeposit and the Division met to discuss a proposed Assurance of Disco ntinuance that would require Su reDepo sit to halt permanently the sale of its surety bond product, mak e restitution to its current clients, and pay the Division s administrative costs and a civil penalty. That meeting was followed by another exchange of letters. SureDeposit sought further clarification of the allegations regarding violations of the CPA and SDL. The Division explained why it believed SureDeposit was in violation of those laws and urged settlement through execution of the Assurance of Discontinuan ce. In the Division s la st letter on 25 J uly 2003, it stated that, [t]ypically when we cannot reach an 5 (...continued) tenant in order to protect the landlord against nonpayment of rent, damage due to brea ch of lease , or damag e to the leased premises, common areas, major appliances, and furnishings. Md. Code (1974, 2003 Repl. Vol.), § 8-203 of the Real Property Article. 6 Section 8-2 13(b) states: (b) Fees other than security deposit. (1)(i) If a landlord requires from a prospective tenant any fees other than a security deposit as defined by § 8 -203(a) of this subtitle, and these fees exceed $25, then the landlord shall return the fees, subject to the exceptions below, or be liable for twice the amount of the fees in dam ages.... (2) The landlord may retain on ly that portion of the fees ac tually expended for a credit check or other expenses arising out of the application, and shall return that portion of the fees not actually expended on behalf of the tenant making application. Md. Code (1974, 2003 Repl. Vol.), § 8-213 of the Real Property Article. 6 acceptable settlement, we bring an enforcement action pursuant to the Consumer Protection Act. The Division learned of SureDeposit s response when, on 25 November 2003, it was served with SureDeposit s complaint for declaratory jud gment, 7 filed in the Circuit Court for Baltimore County on 9 October 2003, together with requests for production of documents, admissions, and interrogatories. The Division countered on 4 December 2003 by propo unding its own interrog atories a nd a req uest fo r produ ction of docum ents. In a contemporaneous time frame, the Division filed an administrative statement of charges against SureDeposit and two of its officers on 26 November 2003. The Division s charges may be categorized in three groupings: 1) those alleging violations of the SDL because th e surety bond product is c laimed to be a security deposit under § 8-203(a)(3); 2) those alleging violations of the SDL because, alternativ ely, the surety bond product is claimed to be a fee other than a security deposit under § 8-213(b); and 3) those alleging violations of the CPA, some of which overlapped portions of the allegations regarding the SDL. Allegations supporting the assertion th at the surety bon d produc t is a security depo sit under § 8-203(a)(3) included: 1) SureDeposit did not disclose to the tenants their rights and 7 Contrary to SureDeposit s claim on appeal that it asked for declarations solely as to the allegations of violation of the SDL , the complaint prayed the Circuit Court to issue a declaratory judgmen t that its surety bon d program does not v iolate Md. Comm. L. Code Ann. Section 13-301 o r Section 13-303 or Md. Real Property Code Ann. Section 8-203 or Section 8-213. 7 protections under the SDL;8 2) the surety bo nd produ ct may expo se tenants to liabilities that exceeded those that landlords would normally claim against traditional security deposits; 3) SureDe posit paid dam age claim s to landlords without req uiring the lan dlords to sub mit evidence or affording tenants the right to be present at the inspections or contest the claims; 4) SureDeposit paid damage claims without providing to tenants written lists of damages claimed or costs incurred; and 5) the premiums paid by tenants for the surety bond p roducts were non-refundable. The Div ision also alleg ed al ternative ly that , if th e sur ety bond product w as not a security deposit, it was a fee other than security deposit under § 8-2 13(b). 9 In that event, the Division alleged that the surety bond product premiums were neither non-refundable nor expended for actual expenses arising out of credit checks or the application process. The Division lastly charged violations of the CPA. One set of alleged violations appear to be grounded on § 13-301(1) of the CPA, which protects consumers from false or misleading statements that have the capacity, tendency, or effect of deceiving or misleading consum ers. Supportin g allegations included: 1 ) the Ack nowled gment F orm did n ot disclose 8 Section 8-203.1 requires that a tenant that pays a security deposit receive a receipt that notifies the tenant of legal rights including the right to have the property inspected for damages at the inception and termination of the tenancy, prompt written notice of damages claimed and costs in curred by the la ndlord, and the right to receive up to three times the security deposit w ithheld and attorney s fees f rom the lan dlord shou ld it violate the SDL. Md. Code (1974 2003 Repl. Vol.) § 8-203.1 of the Real Property Article. 9 A landlord must return a § 8-213(b) fee to a tenant after deducting for actual fees from a credit check of the tenant or other expenses arising out of the application.... Md. Code (1974, 2003 Repl. Vol.) § 8-213(b) of the Real Property Article. 8 adequately to consume rs that they remained liable for damages due to nonpaym ent of rent, breach of lease, or damages to the rental premises in excess of wear and tear; 2) the Acknowledgment Form did not disclose ad equately that, altho ugh the S urety is obligated to satisfy the claims by the landlord up to the bond amount, the tenant is obligated to reimburse the Surety for sums expen ded to pay those claims; 3) Su reDeposit s Acknow ledgment Form and advertising brochure pro moted the benef it of its bond product withou t actually delivering an actual c opy o f the SureDeposit bond product to the consumers; and 4) the Acknowledgment Form did n ot disclose ad equately that tenants may incur liabilities from claims that may exce ed wha t the landlord s could ha ve deduc ted legally from traditional security deposits. Another set of violations appear to be grounded on §13-301(3) of the CPA, which protects consum ers from a [f]ailure to state a material fact if the failure deceives or tends to deceive. Included in these charges were 1) S ureDep osit did not disclose that landlords received fees from SureDeposit for the sale of the surety bond product; 2) SureDe posit did not provide the mandatory notice required upon receipt of a security d eposit u nder § 8 -203.1 of the Real Property Article; 3) the Acknowledgment Form failed to disclose that landlords may obtain satisfaction of claims via the surety bond product without honoring the tenants rights under the S DL or su bmitting an y evidence in s upport of their claims; a nd 4) the Acknowledgment Form made no disclosure to tenants that the purchase of the surety bond 9 product would affect the tenants statutory rights and protections afforded them under the SDL. In its memorandum of law10 in support of its motion to dismiss SureDepo sit s complaint in the Circuit Court, the Division explained that it had primary jurisdiction in the matter because the dispute included an interpretation of a law in its area of specific expertise the Consumer Protection Act. Further, the Division argued that the action for declaratory relief was inapprop riate as it would not resolve fully the dispute between SureDeposit and the Division. E ven if the Circuit Court declared that SureDeposit had not violated the SDL, such a judgment would not address the alleged violation s bas ed so lely on the C PA. Lastly, it contended that a declaratory judgment in favor of SureDeposit would not address any of the alleged violations by SureDeposit s officers named in the Division s administrative stateme nt of ch arges b ecause they wer e not na med p arties in th e com plaint. After receiving the Division s responses to SureDeposit s request for production of documents, interrogatories, an d admissio ns, SureD eposit filed o n 14 Janu ary 2004 its opposition to the Division s motion to dismiss. It claimed that the Division s assertion of primary jurisdiction was off-the-mark because SureDeposit s com plaint asked solely for a declaratory judgm ent inter preting the SD L. But see, supra, at 7, n. 7. As SureD eposit s 10 The me morand um of law reference d attached e xhibits, wh ich included the Division s administrative statement of charges, a SureDeposit Blanket Bond agreement between FCIC and a property owner, a SureDeposit Bond Acknowledgment Form, and a SureD eposit a dvertisin g broch ure. 10 argument continued, concurrent jurisdiction also did not exist because the Division possessed no particular expertise in matters of interpreting the SDL; thus, the Circuit Court appropriate ly could interp ret the SD L and issu e the reque sted declara tory judgmen t. SureDeposit also claimed that the Circuit Court s declaration as to the SDL would dispose complete ly of all of the Division s claims in its ad ministrative sta tement of charges. T his was so because SureDeposit believed that all of the Division s alleged violations of the CPA were dep endent on whether the SDL applied to S ureDep osit s condu ct. Upon receiving notice of the parties agreement to waive a hearing on the motion to dismiss, the Circuit Court dismissed SureDeposit s complaint on 4 February 2004 with a simple o rder. II. SureDeposit notes, by footnote in its brief, frustratio n with the plain vanilla order employed by the Circuit Court to memorialize the grant of the Division s motion to dismiss.11 Although the Division does not a ppear to have respond ed directly to this co mplaint in SureDeposit s brief (nor sh ould it nece ssarily respond to a contentio n slipped into a footnote, bereft of supporting authority), the point sounds a procedural note that an appellate court must re cogniz e, at the o utset, in s electing the pro per stan dard of review to be ap plied. 11 Without embellishm ent or reque sting a spec ific remedy, Fo otnote 2 in SureDeposit s brief states, [t]he consequences of such an action are plain in this case nobody knows the rationale for the trial court s decision, and thus the parties to this appeal must b rief mu ltiple issu es to co ver all ba ses. 11 The sparely worded order used by the Circuit Court makes it somewhat ambiguous as to which possible procedural vehicle the C ircuit Court intended to employ to dispose of SureDeposit s complain t.12 Each of the two possible options, whether the Circuit Court disposed of SureD eposit s com plaint pursu ant to a Ru le 2-322(b) motion to dismiss or converted it into a motion f or summ ary judgmen t under Ru le 2-322(c) and Rule 2-501, has consequences. In our review of the grant of a m otion for dis missal und er Md. R ule 2-322(b) we accept all well-pled facts in the complaint, and reasonable inferences drawn f rom them , in a light most favorable to the non-moving party. Porterfield v. Mascari II, Inc., 374 Md. 402, 414, 82 3 A.2d 590, 59 7 (200 3). Typically, [t]he ob ject of the m otion is to argue that as a matter of law relief cannot be granted on the facts alleged. See Paul V. Niemeyer & Linda M. Schue tt, Maryland Rules Com mentary, 206 (3d ed. 2003). Thus, consideration of the universe of facts pertinent to th e court s an alysis of the motion are limited generally to the four co rners of the com plaint an d its inco rporate d supp orting e xhibits, if any. 12 We are aware that, as a matter of common legal practice, parties moving for dismissal or summary judgment often attach to their pre-trial motions plainly and spare ly worded proposed orders for the court to sign. The C ourt of Special Ap peals, however, previously has advised p arties and trial co urts to be specific when requesting relief from the court on motions to dismiss. Bleich v. Florence Crittenton Svcs. of Balt., Inc., 98 Md. App. 123, 133, 632 A.2 d 463, 46 8 (1993); Hrehorovich v. Harbor Hosp. Ctr., Inc., 93 Md. App. 772, 784, 614 A.2d 10 21, 1027 (1992). To do otherw ise may be ris ky business. Hrehorovich, 93 Md. App. at 784, 614 A.2d at 1027. 12 On the other hand, if a trial court treats a motion to dismiss as a speaking demurrer under Md. Rule 2-3 22(c) and considers matters outside the pleading (see N iemeyer & Schuett, supra, at 206-207, explaining that Rule 2-322(b) serves the same function as the common law demurrer bu t also permits a speaking d emurrer ) the trial court must treat (and is presumed to have treated) the Rule 2-322(b) motion as a motion for summary judgment under Md. R ule 2-501 . Md. Ru le 2-322(c); Dual v. Lockheed Martin, Inc., __Md.__ (2004) (No. 115, Septem ber Term 2003) (filed Sept. 13, 20 04) (slip op. a t 6-7); see Oak Crest Village, Inc. v Murphy, 379 Md. 229, 239, 841 A.2d 816, 822 (2004) (observing that the trial court treated a mo tion to dismiss as one for sum mary judgment und er Md. Rule 2 -322(c)). Unless the court states to the contrary, it is presumed to have considered also the factual allegations presented by the movant in its exhibits attached to the so-called motion for dismissal. Because the Circuit Court in the present case did not state, in its order of dismissal or otherwise, that, in granting the Division s m otion to dism iss, it did not consider the factual allegations and exhibits beyond those in SureDeposit s complaint, the default provision established by the pertinent Rules and our cases interpreting them dictate that we review the action as the grant of su mmary judg ment. A motion for summ ary judgment is granted w here there is no genu ine dispute as to any material fact and th at the party is entitled to judgment as a matter of law. Md. Rule 2501. The standard for review is whether the trial court was legally correct. Sadler v. 13 Dimensions Healthcare Corp., 378 Md. 509, 533, 836 A.2d 655, 669 (2003) (quoting Goodwich v. Sinai Hosp. of Balt., Inc., 343 Md. 185, 204, 680 A.2d 1067, 10 76 (1996). This review must determine first if a dispute of material fact exists. Todd v. M ass Trans it Admin., 373 Md. 149, 154-55, 816 A.2d 930, 933 (2003) (citations omitted). If the record reveals there is no material fact in dispu te. then the m otion may be granted if it is correct as a matte r of law . Id. at 155, 8 16 A.2 d at 933 . In the case before us, no genuine dispute of a material fact w as generated. Thus, w ere this other than an action for dec laratory relief, we simply would move next to analysis of the purely legal questio n(s) presented. Because additional considerations apply to the proper disposition of declaratory judgment actions, however, we must remind ourselves what those additional considerations are and determine how they may apply to the present case. III. A. A court may grant a declaratory judgment; therefore, declaratory judgment generally is a discretionary type of relief. Md. Code (1973 , 2002 Repl. Vo l.), § 3-409(a ) of the Co urts and Judicial Procee dings A rticle. The refusal to grant a discretionary order will be reversed on appeal if the judge abused his or he r discretio n. A.S. Abell Co. v. Sweeney, 274 Md. 715, 720, 337 A.2d 77, 81 (1975) (holding that some discretion is left to the courts in granting declaratory relief (quoting Grimm v. County Comm rs of Washin gton Co unty, 252 Md 626, 632, 25 0 A.2d 866, 86 9 (196 9)). 14 We have admonished trial courts that, when a declaratory judgment is brought, and the controversy is appropriate for resolution by declaratory judgment, the court must enter a declara tory judgm ent.... Salamon v. Progressive Classic Ins. Co., 379 Md. 301, 308 n.7, 841 A.2d 858, 862 n.7 (2004) (quoting Jackson v. Millstone, 369 Md. 575, 594-95, 801 A.2d 1034, 1045-46 (2002)). We have fou nd this stand ard instructive when re viewing a ppeals of declaratory judgment actions dismiss ed on p re-trial m otions. See, e.g., Jackson v. Millstone, 369 Md. 57 5, 594-95 , 801 A.2d 1034, 10 45 (2002 ); Allstate v. State Farm Mut. Auto. Ins. Co., 363 M d. 106, 117 n.1, 767 A .2d 831, 83 7 n.1 (200 1); Bushe y v. N. A ssuran ce Co . of Am., 362 M d. 626, 651 , 766 A.2d 598, 611 (2001); Hartford Mut. Ins. Co. v. Woodfin Equities Corp., 344 Md. 399, 414, 687 A.2d 652, 659 (1997). Of equal importance, and more instructive in this case, is the logical converse, that is, when a declaratory judgment action is bro ught and the c ontroversy is n ot ap prop riate for r esolution by declaratory judgmen t, the trial court is neither compelled, nor expe cted, to enter a dec laratory judgm ent. See Popham v. State Farm Mut. Ins. Co., 333 M d. 136, 1 40-41 n.2, 634 A.2d 2 8, 30 n.2 (1993 ). B. The purpose of the Declaratory Judgment Act is to settle and afford relief from uncertainty and insecurity with respect to rights, status, and other legal relations. Md. Code (1973, 2002 Repl. Vol.), § 3-402 of the Courts and Judicial Proceedings Article. Section 3402 of the Declaratory Judgment Act states that it should be liberally construed and 15 admin istered. In fact, the broad, inclusive language of §3-406 of the CP A reflects th is liberal application, g ranting c ourts the pow er to gran t dec larat ory re lief to, [ a]ny person interested under a d eed, will, trust, land paten t, written contract, or other writing constituting a contract, or whose rights, status, or other legal relations are affected by a statute, municipal ordinance, administrative rule or regulation, contract, or franchise.... Declaratory relief, how ever, is barred by some statu tory and judicially-crafted restrictions in limited circum stances . See Md.-Na t l Capital Park and Planning Comm n v. Washington Nat l Arena, 282 Md. 588, 595, 386 A.2d 1216, 1222 (1978). For example, declaratory relief in a given case is barred under §3-409(b) of the Declaratory Judgment Act when a special fo rm of rem edy is otherw ise provide d by statute. W e have he ld that declaratory relief is inappropriate in the absence of a jus ticiable c ontrov ersy. Md. State Admin. Bd. of Election Laws v. Talbot County , 316 Md. 332, 339, 558 A.2d 724, 727 (1989) (citations omitted) (exp laini ng th at de clara tory judgment is inappropriate where issue is moot or where it will not serve a useful purpose or terminate a controversy). We also have held that declaratory judgment is an inappropriate remedy where the primary jurisdiction doctrine properly is implic ated. Luskin s Inc. v. Consumer Prot. Div., 338 Md. 188, 657 A.2d 788 (1995). Primary jurisdiction is a judicially created rule designed to coordinate the allocation of functions between courts and administrative bodies. The doctrine is not conce rned with subject matter jurisdiction or the competence of a court to adjudicate, but rather is predicated upon policies of judicial restraint: which portion of the 16 dispute-settling apparatus- -the courts or the agencies--should, in the interests of judicial administration, first take the jurisdiction that both the agency and the court h ave. It comes into play when a court and agency have concurrent jurisdiction over the same m atter, and there is no statutory pro vision to coordinate th e wo rk of the c ourt with that o f the agen cy. ****** [P]rimary jurisdiction is relevant only ... where the claim is initially cognizable in the courts b ut raises issues or relates to subject matter falling within the spec ial ex pertise of an a dministr ative agen cy. Washington Nat l Arena, 282 Md. at 601-602, 386 A.2d at 1225-26 (citations and footnote omitted). We have recognized that an additional concern of the primary jurisdiction doctrine is the preservation of the uniformity and integrity of the regulatory scheme.... Id. at 603, 386 A.2d at 1227 (citing Texas & Pac. Ry. v. Abilene Cotton Oil Co., 204 U.S. 426, 440, 27 S.Ct. 350, 355, 51 L.Ed. 553, 558-59 (1907)). An administrative agency decision, particularly in its area of special expertise, helps a court because the court usually relies on the special expertise and technical knowledge normally employed in administrative factfinding and rule-making. Id. For example, in Fosler v. Panoramic Design, Ltd., we stated that an administrative agency s interpretation and application of the statute which the agency administers should ordinarily be given considerable weight by reviewing courts. 376 Md. 118, 136, 829 A.2d 271, 282 (2003) (quoting Md. Div. of Labor v. Triangle Gen. Contractors, Inc., 366 Md. 407, 416, 784 A.2d 534, 539 (2001)). This reliance, however, is not blind. A court does not err or abuse its discretion if it seeks to answer a purely legal question that merely overlaps an available administrative remedy. See Washington Nat l Arena, 282 Md. at 602-604, 386 A.2d at 1226-27. 17 As a result, a trial court, faced with a request for a judicial remedy such as declaratory judgment in a situation where a related administrative agency action is pending, is usually confronted with three possible courses of action. First, the court may defer wholly to the administrative regulatory scheme and terminate the petition or complaint, leaving the matter to disposition by the administrative agency, without prior judicial intervention. In that situation, judicial review of the final agency decision usually will be available to an aggrieved party. Secondly, the court may stay its consideration of the invoked judicial remedy and await the result of the administrative proceedings before addressing the appropriateness of the relief sought in the litigation. Maryland Reclamation Assocs. v. Harford County, 382 Md. 348, 367, 855 A.2d 351, 362 (2004) (directing stay of judicial proceeding until administrative remedies exhausted); Arroyo v. Bd. of Educ., 381 Md. 646, 660, 851 A.2d 576, 584-85 (2004) (observing that a party may file an independent judicial action during pendency of primary administrative proceedings and the trial court may stay the judicial action but, should not decide it until the final administrative determination is made ); Md.Nat l Capital Park & Planning Comm n v. Crawford, 307 Md. 1, 18, 511 A.2d 1079, 108788 (1986) (explaining that a stay by the trial court may be appropriate when an administrative remedy and an independent judicial remedy beside judicial review of the administrative decision arises). Once the administrative process runs its course, the court may then entertain the pending judicial action (with or without any subsequently filed action 18 for judicial review), giving due weight and deference to the administrative agency s decision in its area of particular expertise. Crawford, 307 Md. at 18, 511 A.2d at 1088. Third, the court may exercise its discretion, if appropriate to do so, and provide a judicial remedy in advance of final action in the administrative proceeding. This option is best used when the court is faced with a purely legal question that is independent of or merely overlaps an administrative agency s area of expertise. See Washington Nat l Arena, 282 Md. at 603-604, 386 A.2d at 1226-27 (holding that evaluating the validity of a contract clause that waived a party s right to challenge whether real estate improvements were subject to real estate taxes was a purely legal question that the Property Tax Assessment Appeal Board had no expertise to resolve because its primary expertise lay in reviewing the assessment and valuation of real property for tax purposes).13 C. SureDeposit here first questions whether the Division has primary jurisdiction concerning the allegations of violations of the SDL.14 We summarized the three general and 13 The trial cou rt should be alert to situations where exercising such discretion may be contrary to the wisd om o f the general r ule requiring a par ty to run the administrative remedial course before seeking a judicial solution. Clinton v. Bd. of Educ., 315 Md. 666, 678, 556 A.2 d 273, 27 9 (1989); but, compare the majority and dissenting opinions in Attorney Grievan ce Com m n v. D avis, 379 Md. 361, 842 A.2d 26 (2004 ), and Attorney Grievance Comm n v. Lichtenberg, 379 M d. 335, 8 42 A.2 d 11 (2 004). 14 Section 13-10 1, et seq., of the Commercial Law Article specifically creates the Division and enables it to enforce and administer the CPA. While the CPA grants the Division no explicit power to adminis ter the SDL, the CPA does prohibit unfair practices under § 13-301 in the sale, or offer for sale, of any consumer goods, consumer realty, or (contin ued...) 19 relevant types of potentially overlapping administrative and judicial jurisdictional considerations in Zappone v. Liberty Life Insurance Company. 349 Md. 45, 706 A.2d 1060 (1998).15 The first category addresses situations where the administrative remedy is intended by the Legislature to be exclusive and must be exhausted before recourse may be appropriate to the courts. Id. at 60, 706 A.2d at 1067. When a statute explicitly directs an administrative process and remedy, our policy is set clearly by the General Assembly to maintain the uniformity of the regulatory scheme. Id.16 One special form of statutory remedy is where a party is required to submit its complaints to the exclusive remedy of an administrative agency. See Id. at 62, 706 A.2d at 1068-69 (listing exclusive remedy provisions). As a result, a preemptively or prematurely filed petition for declaratory judgment, where there is provided an exclusive administrative remedy for the subject matter, should not then be entertained, if at all, until the administrative remedy is exhausted. 14 (...continued) consumer services.... §13-303. We could find no parallel p rovisions in th e Real Pro perty Article of the Code committing enforcement or administrative powers to any particular executive branch agency with regard to the SDL. 15 We recognized a fourth category, not relevant in the present case, where the administrative agency s enabling statute expressly requires the judicial remedy to be exhausted first. Fosler, 376 Md. at 130-33, 829 A.2d at 278-80 (holding that § 8-408 of the Home Improvement Law (Md. Code, Business Regulation Art.) explicitly requires stay of the administrative action and e xhaustion of the judicial rem edy). 16 Analysis under the De claratory Judgment Act reaches the same result. Section 3409(b) states that if a statute provides a special form of remedy for a specific type of case, that statutory remedy shall be followed in lieu of a proceeding under this subtitle. Md. Code (1973 , 2002 R epl. Vo l.) of the Courts and Ju dicial Pr oceed ings A rticle. 20 SureDeposit asserted at oral argument before us a proposition with which we must agree, that the CPA specifies no exclusive administrative remedy committed to the Division for resolution of a dispute involving the SDL. SureDeposit s complaint and the Division s statement of charges clearly implicate both the CPA and the SDL. The Division s administrative statement of charges concedes that at least some of its charges are based on denying tenants their rights under the security deposit laws because the surety bond product constitutes either security deposits pursuant to § 8-203 of the Real Property Article or fees other than security deposits under the Application Fee Law. (emphasis added). The Division conceded further that, at most, only the majority of the charges are based solely on allegations that SureDeposit violated the Consumer Protection Act, leaving at least a minority of the charges based on the SDL. This mixing of claimed violations from statutes within and without the agency s particular area of expertise, however, does not, on its face, justify bifurcating the resolution of the global dispute in the way SureDeposit desires, as we shall explain. We next consider the second category embracing situations where the administrative process and remedy is intended to be primary, but not exclusive, relative to seeking judicial relief. In that case, the party anxious for judicial involvement nonetheless must exhaust the administrative remedy provided and then seek judicial review of the administrative action, if available, before a court can properly adjudicate the merits of the alternative remedy. 21 Zappone, 349 Md. at 60, 706 A.2d at 1068.17 SureDeposit alleges that no administrative remedy exists under the CPA for the present dispute because SureDeposit seeks only a declaratory judgment regarding its conduct with regard to the SDL. The Division disagrees, asserting that, even if SureDeposit s complaint sought only a resolution of the alleged SDL violations, a significant number of the administrative charges are propounded in areas within the Division s acknowledged expertise in matters alleging CPA violations. SureDeposit s position obfuscates the plain language of its complaint which clearly requests the Circuit Court to declare that its surety bond program does not violate Md. Comm. L. Code Ann. Section 13-301 or Section 13-303 or Md. Real Property Code Ann. Section 8-203 or Section 8-213. Furthermore, even if one were to read-out of SureDeposit s complaint the request for a declaratory judgment regarding the claimed CPA violations, an administrative determination by the Division as to the charges of SureDeposit s alleged violations of the CPA could be helpful to a court in considering the facially related allegations as to violations of the SDL. Ordinarily, when there are two forums available, one judicial and the other administrative, ... and no statutory directive indicating which should be pursued first, a party is often first required to run the 17 The third category addressed in Zappone, fully concurrent jurisdiction, not relevant here as our subsequent analysis reveals, p ermits the pursuit of the judicial remedy without the necess ity of invo king an d exha usting th e adm inistrativ e reme dy. 349 Md. at 61, 706 A.2d a t 1068. 22 administrative remedial course before seeking a judicial solution. Clinton v. Bd. of Educ., 315 Md. 666, 678, 556 A.2d 273, 279 (1989). The CPA provides, [i]f a person is aggrieved by an order or decision of the Division, he may institute any appropriate proceeding he considers necessary. Md. Code (1975, 2000 Repl. Vol.), § 13-407 of the Commercial Law Article. Section 13-407 permits an alleged violator ordinarily to obtain a judicial remedy only after the person is aggrieved by an order or decision by the Division.18 It is clear that an administrative remedy was available to resolve the alleged violations of the CPA and even the related claims based on the SDL.19 The declaratory judgment as 18 Section 20-I of Article 83, the predecessor of §13-407, provided that a [p]erson who disagrees w ith or is aggriev ed by any order o r decision o f the division may institute legal proceedings as he deems necessary. 1974 Md. Law s, Chap. 609 (em phasis added). In the Revisor s Notes the following year, it was explained that the textual language was changed to appropriate proceedings to avoid confusion and make clear that a violator may seek bo th appr opriate r emed ies at law or equi ty. 1975 M d. Law s, Chap . 49. 19 An administrative investigation pursuant to the CPA is initiated either after a consumer complaint or by the Division on its own initiative. §13-204 of the Commercial Law Article. An investigation may proceed from a complaint from any potential or actual violation of the CPA; thus, the Division may begin an investigation on any complaint, even one largely based o n issues ou tside the CP A, if a pote ntial violation of the CPA also occurred. § 13-204. In the course of the investigation of a potential CPA violation, the Division may issue an administrative subpoena for a witness or compel production of documents. § 13-405. A public hearing may be held to determine if an alleged violator actually violated the CPA. § 13-403(a). This administrative hearing permits an alleged violator to present evidence and cross-examine witnesses. § 13-403(a)(3). Regardless of whether a violation of the CPA is found, the Division must state its findings of fact and law after the hearing. Only in the event that a violation of the CPA is found by a preponderance of the evidence, may the Division order administrative remedies against the violator. § 13403(b). Thus, regardless of the outcome of alleged violations of another statute, the Division (contin ued...) 23 to the SDL claims sought by SureDeposit would not terminate the entire controversy, which includes numerous independent allegations of violations of the CPA. Even if SureDeposit s theory that an interpretation of the SDL would render an independent interpretation of the claimed CPA violations unnecessary, it is not entirely clear on the record of this case at this juncture, that the declaratory judgment sought could adjudicate the Division s charges against SureDeposit s officers. By the same token, as SureDeposit s complaint includes a request for a declaration as to the viability of the Division s CPA claims, as it facially does, it would be inappropriate for a court to accept that invitation in advance of the Division being allowed to bring to bear, through the designated regulatory scheme, its particular expertise to render a final administrative decision regarding the CPA matters. There is little doubt that a reviewing court would be in a better position to render global and appropriate relief in this dispute were it to have the benefit of the Division s final view on the panoply of claims. In Maryland, a court may grant a declaratory judgment or decree in a civil case, if it will serve to terminate the uncertainty or controversy giving rise to the proceeding.... Md. Code (1973, 2002 Repl. Vol.), § 3-409(a) of the Courts and Judicial Proceedings Article. When declaratory relief will not terminate a controversy, it should not be granted. Hamilton v. McAuliffe, 277 Md. 336, 340, 353 A.2d 634, 637 (1976) (recognizing the well settled 19 (...continued) can only order a post-hearing administrative remed y under the C PA if the CPA itse lf is violated. Otherwise, it must issue an order dismissing the com plaint. § 13-403(b)(2). 24 requirement for termination of the controversy). We have also explained that declaratory relief is inappropriate ... where another remedy will be more effective or appropriate under the circumstances. In these cases it is neither useful nor proper to issue the declaration. In some of these cases, ... the declaration is refused on jurisdictional grounds. In others, the refusal is justified on discretionary grounds. Haynie v. Gold Bond Bldg. Prods., 306 Md. 644, 651, 511 A.2d 40, 43 (1986) (quoting Grimm v. County Comm rs, 252 Md. 626, 637, 250 A.2d 866, 871-72 (1969) (quoting Edwin Borchard, Declaratory Judgments, 302 (2d ed. 1941))). As a result, when a court believes that more effective relief can and should be obtained by another procedure ... it is justified in refusing a declaration because of the availability of another remedy. Borchard, supra, at 303. We find Professor Borchard s observation particularly compelling in this case. In the present case, we have identified an administrative remedy prescribed by the Legislature that is available and appropriate to address the alleged violations of the CPA and even the related claims under the SDL. A declaratory judgment in favor of SureDeposit on the SDL will not terminate, necessarily or conclusively, the controversy regarding the alleged violations of the CPA. While the Division may not possess statutorily-recognized expertise regarding the assessment of matters arising under the SDL, upon subsequent judicial review of the agency s final decision, if appropriate, the Division s decisions regarding the SDL claims may be reviewed in the same action even if those particular decisions are not entitled to the 25 deference accorded ones made within the agency s area of special expertise. Thus, under § 3-409(a) of the Declaratory Judgment Act alone, declaratory judgment was inappropriate at the time sought in this case. D. It is obvious in this case that Division review and action will be effective and efficient because it will address the allegations concerning both the CPA and the SDL. Thus, it is impossible to conclude, as a matter of law, that the Circuit Court s decision to reject SureDeposit s complaint is well removed from this Court s declaratory judgment jurisprudence decided over the last sixty years. Lastly, it is no coincidence that this result is consistent with the doctrine of primary jurisdiction that a party is often first required to run the administrative remedial course before seeking a judicial solution. Clinton, 315 Md. at 678, 556 A.2d at 279. JUDGMENT OF THE CIRCUIT COURT FOR BALTIMORE COUNTY AFFIRMED. COSTS TO BE PAID BY APPELLANT. 26

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