Ver Brycke v. Ver Brycke

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Lisa Ver Brycke v. J. R ussell Ver B rycke, III, et al., No. 54 September Term, 2003. [Gifts Conditional Gifts Statute of Limitations; Held: In a conditional gift situation, the donor s right to recover the gift depends on the failure of the condition, and the statute of limitations period begins to toll at this time.] [Equity Determination of the Claim; H eld: When characterizing whether a claim sounds in law or in equity, the determination is dependent upon the remedies sough t by the pa rties.] IN THE COURT OF APPEALS OF MARYLAND No. 54 September Term 2003 __________________________________ Lisa Ver Brycke v. J. Russell V er Brycke, III, et al. __________________________________ Bell, C.J. Raker Wilner Cathell Harrell Battaglia Eldridg e, John C., (retired, specially assigned) JJ. Opinion by Battaglia, J. Wilner, J., Concurs Filed: February 13, 2004 John Russell Ver Brycke III, and his wife, Barbara P. Ver Brycke ( the Ver Bryckes or the parents ) brought this case against their son, John Russell V er Brycke IV ( John ), and his former wife, Lisa M. Ver Brycke, now Lisa Feehely ( Lisa ). In 1992, the Ver Bryckes provided $200,000 to John and Lisa in orde r to help them b uy Rabb it Hill, a house located next door to the Ve r Bryckes in Anne A rundel County. The V er Bryckes wanted John and Lisa next door because they wanted to be close to their grandchildren, and they expected John and Lisa to care for them in their old age. Jo hn and L isa never m oved into Rabbit Hill, however, and they subsequently divorced. The Ver Bryckes brought this case in order to recover the $200,000 they turned over to John and Lisa. The facts of this case are complicated, and many of the issues a re intertw ined. The parties presented the following questions for our review: Lisa asks: 1. If an alleged agreement, condition or promise to perform life time support, is not written, or referenced in a deed of trust that secures an interest in land, does that agreement, condition or promise to perform, satisfy the Statute of Frauds under Maryland Code, Real Property §5-104 and Maryland Code, Real Property §4-106? 2. If an agreement condition or promise to perform life time support, is not identified nor affirmed as part of the consideration or as an obligation specified in a deed of trust securing an interest in land, can it be valid and be afforded a twelve (12) year Statute of Limitations as a document under seal pursuant to Maryland Code, Courts and Judicial Proceedings §5104 and satisfy the affidavit requirement of Maryland Code, Real Property §4-106, that in order for a deed of tru st to be valid unless the parties must affirm that the consideration as set forth therein is true? The Ve r Bryckes ask : a. Did the Court of Special Appeals err in reversing the trial court s judgment regarding the statute of limitations. More specifically: i. Did the Court of Special A ppeals err in reversing the trial court s determination that the statute of limitations does not bar Plaintiffs claims based upon unjust enrichment and detrimental reliance where the Court of Special Appea ls based its reversal upon the jury s answer to one special issue which the Court of Special Appea ls acknowledged to be ambiguous, and where the Court of Special Appeals resolved the ambiguity contrary to the judgment of the trial judge? ii. Did the Court of Special Appeals err in its holding as to when the statute of limitations for causes of action based upon unjust enrichment and detrimental reliance would begin to run? iii. Did the Court of Specia l Appeals err in holding as a matter o f law that th e Plaintiffs alleged knowledge of an anticipatory breach of a condition established th e date that the Plaintiffs causes of action for unjust enrichment and detrimental reliance accrued? b. Did the trial court and the Court of Special Appeals err in failing to apply Maryland precedent from this Court providing for prejudgment interest as a matter of right in cases w here the money claimed by a plaintiff is a definite sum that has actu ally been used by the othe r par ty? In short, we must consider whether the Court of Special Appeals erred when it applied the -2- twelve-year statute of limitations period1 rather than the three-year statute of limitations period2 to the Ver Bryckes claim against John and Lisa. To resolve this question, we must explore whether the gift to John and Lisa was conditional or absolute. Because we determine that the Ver Bryckes gave a conditional gift to John and Lisa, we must then examine when a limitations pe riod begins to toll should a conditiona l gift fail. Furthermore, because we disagree with several aspects of the Court of Special Appeals opinion regarding whether the parents cause of action sounded in law and or equity, we delve into a discus sion of rem edies at law and in equ ity. Finally, we shall consider whether the intermed iate appellate court erred wh en it affirmed the trial court s denial o f the V er Bryck es claim for pre -judgm ent inter est. 1 Section 5-102 (a) of th e Cou rts & Ju dicial Pr oceed ings A rticle (19 73, 2002 Repl. Vol.) prov ides: (a) Twelve-year limitation. - An action on one of the following specialties shall be filed within 12 years after the cause of action accrues, or within 12 years from the date of the death of the last to die of the principal debtor o r creditor, whichever is soon er: (1) Promis sory note or oth er instrumen t under seal; (2) Bond except a public officer's bond; (3) Judgm ent; (4) Reco gnizance ; (5) Contract under seal; or (6) A ny oth er sp ecialty. 2 Section 5-101 of the Courts & Judicial Procee dings A rticle (19 73, 200 2 Rep l. Vol.) provides: A civil action at law shall be filed within three years from the date it accrues unless another provision of the Code provides a different period of time within which an action shall be commenced. -3- We agree with the Court of Special Appeals that the Ver Bryckes gave John and Lisa a conditional gift of $20 0,000, but w e believe tha t the Court o f Special A ppeals erred when it held that the three-year statute of limitations period barred a portion of the Ver Bryckes claim, amountin g to $40,000 , but that the tw elve-year statute o f limitations pe riod did not bar $160,000 of their claim, which was secured by a deed of trust. Because we reach these conclusions, we need no t consider Lisa s claims as to w hether an unwritten agreement involving a conditional promise satisfies the Statute of Frauds or whether a conditional promise to provide life support is valid and thus is afforded the twelve-year statute of limitations per iod for do cuments u nder seal. We also conclude that, when characterizing whether a claim sounds in law or eq uity, courts should look to the remedies sou ght. We affirm, ho wever, the intermed iate appellate court s den ial of the V er Bryckes c laim for pre -judgmen t interest. I. Background A. Facts In 1992, the V er Bryckes p rovided $ 200,000 to their son, John, and his wife, Lisa, in order to help John and Lisa buy Rabbit Hill, a property located next door to the Ver Bryckes in Anne Arunde l County on th e Severn River. Th e Ver B ryckes wan ted to create a family compound, so as to be close to their grandchildren and so that John and Lisa would be able to care f or them in their o ld age. The three-acre property included a house and a guest cottage, and its listing price was -4- $750,000. In order to purchase the property, the Ver Bryckes, John, Lisa, and John s sister, Pamela Ver Bryck e, decided to pool their resources and developed a purchase plan whereby the Ver Bryckes would borrow $200,000 from Norwest Mo rtgage, In c., by s ecur ing a thirtyyear mortgage against their h ome. Th ey then wou ld give this money to John and Lisa. Pamela would contribute $200,000 in return for the right to purchase the guest cottage located on one acre of the parcel. Finally, John and Lisa would borrow $300,000, by securing a mortgage against the main h ouse on tw o acres of th e property; they also would contribute $50,000 of their own money from savings. The result would be that John and Lisa would own two acres of the property and the main house and that Pamela would own the guest c ottage a nd one acre of the pro perty. On August 10, 1992, the pater, John Ver Brycke, signed a gift letter to Norwest Mortgage, stating that he would give a gift of $200,000" to his son and that it was a bona fide gift, and there is no obligation, expressed or implied either in the form of cash or future services to repay this sum at any time. 3 One month later, on September 10, 1992, the pater, John Ver Brycke, consulted h is estate attorney, Ronald Holden, about tax consequences that would re sult from the gift of $20 0,000 to John a nd Lisa . On September 11, 1992, Holden replied: 3 On December 7, 1992, after the settlement, the pater, John Ver Brycke, wrote another letter to Norwest Mortgage, advising them that he and his wife have given a gift of $200,000.00 to [their] son, John R. Ver Brycke, IV and daughter-in-law, Lisa May Ver Brycke. -5- You have asked me to summarize the substance of my recommendations concerning your desire to make a gift of $200,000.00 unto your son and his wife by use of the annual $10,000.00 gifting rule. As you are aware, each of you as individuals is permitted to give up to $ 10,000.00 per calendar year unto any number of individuals. Thus, each of you may give $10,000.00 per year unto John and $10,000.00 per year unto his wife, Lisa. This represents a total of $40,000.00 per year. You expressed the desire that in making the proposed gift/ loan gift of $200,000.00 you did not want to use up any of your $600,000.00 unified credit (which is available under Federal Gift Tax Laws). During our meeting, I cautioned that if you were to set up a situation whereby John signed a $200,000.00 note and religiously, each calendar year, you forgave $40,000.00 of such note , there is a risk tha t the IRS w ill take the position that the entire gift of $200,000.00 was made in 1992 versus being made in increments of $40,000.00. I advised that this risk is even greater if your son and his wife did not make the customary interest and p rincipal payme nt expected in [a]rmsle ngth mortgage transactions. You stated that notwithstanding the above potential risk, you would like to proceed to att emp t to qualif y the gifts as b eing mad e in $40,00 0.00 inc remen ts. Based upon the above objective I have recommended to you the following : 1. On settlement day, I recommend that each of you write over your separate signatures a $10,000.00 check to John and each of you write over separate signatures a $10,000.00 check to Lisa. If you follow this procedu re, you will not h ave to file any kind of Gift Tax Return. 2. On s ettlemen t day, instruct [settlement agents] Feldman and Bernstein to prepare for you a $160,000.00 mortgage note to be signed by John a nd Lisa . The amount due should be amortized over 30 years at an interest ra te of 6% . -6- 3. In January of 1993 and each subsequent year thereafter, you will plan to f orgive $4 0,000.00 o f the debt. 4. John and Lisa s hould m ake regula r mortgag e payments to you each month, beg inning Novem ber 1 st. . . . On Septemb er 30, 1992 , John and Lisa boug ht Rabbit H ill. At the settlement, th e pater, John Ver Brycke, wrote a check for $160,000 to be held in an escrow account at the title company handling the transactio n. In addition , he and his w ife each w rote four se parate checks for $10,000 to John and Lisa who immediately endorsed the checks, totaling $40,000, to the title company. Then the Ver Bryckes had sixteen promissory notes drawn up for $10,000 each and executed a purchase money deed of trust granting them a lien, secondary to Norwe st Mortga ge s first dee d of trust, on Rab bit Hill. 4 After Pamela V er Brycke, John s sister, contributed $200,000 towards the total $750,000 purchase price, John and Lisa conveyed the one acre parcel containing the guest house to her. As a result, with the Ver Bryckes $200,000 gift and after borrowing $300,000 from Norwest Mortgage and contributing $50,000 of their own funds, John and Lisa acquired Rabbit Hill, consisting of the main house and two acres after Pamela s one-acre parcel conveyance, for $550,000. John and Lisa never mo ved into R abbit Hill, although, after the settlement, John and Lisa did beg in reno vating R abbit H ill. John believed it was not habitable, so they lived with the Ver Bryckes, until the summer of 1993, when John and L isa moved to the parents summ er cottag e in She rwoo d Fore st, whic h is also l ocated in Ann e Arun del Co unty. 4 Holde n had re comm ended they hav e one p romisso ry note fo r $160 ,000 dr awn u p. -7- While John and Lisa worked on R abbit Hill, the Ver Bryckes follow ed Holden s advice and cancelled the $10,000 notes in 1993 and 1994, totaling $80,000. The Ver Bryckes wrote cancelled on the bottom of the notes and signed their names. They kept all of the notes, both cancelled and otherwise, in their safety deposit box. In 1994, Joh n and Lisa borrowe d an additio nal $100,0 00 from Norwe st Mortga ge to pay for ren ovation s at Rab bit Hill. Instead of using the money for Rabbit Hill, however, John and L isa used it to reno vate the Ver B ryckes co ttage in S herwo od Fo rest. In 1995, Rabbit Hill remained uninhabitable. Lisa maintained, however, that she continued to want to live there. Me anwhile, the Sherw ood Forest renova tions were comp leted. T he pare nts did n ot canc el the no tes for 1 995 an d 1996 . In 1997, John and Lisa separated. Divorce proceedings began in January 1998. In July 1998, the Ver Bryckes recorded the deed of trust executed on September 30, 1992, as security fo r the $2 00,000 . In Novem ber 1999 , John and Lisa contra cted to sell R abbit Hill for $980,000, and the settlement was scheduled for March 1, 2000. John and Lisa divorced on October 2, 2000. B. Procedural History On Marc h 23, 1999, naming John and Lisa as defendants, the Ver Bryckes filed a Complaint for Declaratory Decree in the Circuit Court for Anne Arundel County asking the court to declare their respective rights and obligati ons aris ing out of the $ 200,00 0. Lisa filed a counter an d cross claim in July, arguing, am ong other things, that the $ 200,000 was a gif t. -8- The Ver Bryckes answ ered Lisa s counter and cross claims on July 13, 1999 , denying Lisa s claims. After John and Lisa contra cted to sell Rabbit Hill but p rior to the settlem ent date scheduled for March 1, 2000, the Ver Bryckes sent a copy of the deed of trust and a payoff statement to the settlem ent a ttorn ey for Rabbit Hill, calculating a balance due to them of $231,197.81 as of February 23, 2000 and advising that they would not release their deed of trust note unless they were paid the balance to them at closin g. In response, Lisa moved for emergency ex parte relief, in the original action, and requested that the proceeds of the sale be placed in escrow to allow the closing to proceed. On Marc h 1, 2000, the date John and Lisa completed the sale of Rabbit Hill, the Circuit Court for Anne Arundel County placed the entire net proceeds of the sale in escrow and ordered that the case be scheduled for trial. John and Lisa paid off their first mortgage lien. The remaining profit, $547,224.54, was placed into an escrow fund pursuant to co urt order. Amending their complaint to address the fact that Rabbit Hill had been sold, on December 7, 20 00, th e Ve r Bryc kes filed their first amended complaint, alleging, among other things, that they never intended to make a completed gift of $200,000" and that they would not have a dvanced the funds to John and Lisa if they had not agreed to purchase and occupy Rabbit Hill. The V er Bryckes supported their claim for decla rato ry and equitab le relief with the following theories: breach of deed of trust and notes, unjust enrichment, and -9- promissory estoppel. John did not contest his parents claims. Lisa answered, again maintaining, among other things, that the $200,000 was an absolute gift. On May 8, 2001, the Ver Bryckes again amended their complaint and requested a judgment of $450,000 against John and Lisa, including the additional argument that, under their unjust enrichment theo ry, the Ver Bryckes should receive a pro rata share of the profit John and Lisa earned receive d from the sale o f Rab bit Hill. In Novemb er 2001, after a five day trial, based on the jury s findings that the Ver Bryckes gave a conditional gift of $200,000 to John and Lisa, the trial court entered judgments in favor of the Ver Bryckes on their unjust enrichment and promissory estoppel claims.5 5 The jury s responses to the questions posed on the verdict sheet are as follows: 1a. Do you fin d by clear and convincin g evidenc e that the Plaintiffs, Mr. and Mrs. Ver Brycke, III, made a completed, unconditional gift of $200,000.00 on September 30, 1992? Yes_______ No ___X___ If your answe r is yes, go to Question N o. 2a. If your answer is no, go to Question No. 1b. 1b. Do you find by clear and convincing evidence that the Plaintiffs, Mr. and Mrs. Ver Brycke, III, made a completed, unconditional gift of $200,000.00 on December 7, 1992? Yes_______ No ___X___ If your answ er is yes, go to Question No . 2a. If your answer is no, got to Question No. 1c. -10- 1c. Do you find by clear and convincing evidence that the Plaintiffs, Mr. and Mrs. Ver Brycke, III, made a completed, unconditional gift of $40,000.00 on September 30, 1992? Yes_______ No ___X___ After answering this question, proceed to the next question. 2a. Do you find by a preponderance of the evidence that the Plaintiffs, Mr. an d Mrs . Ver B rycke, III, made a loan to Defendants on September 30, 1992? Yes_______ No ___X___ If your answer is yes, answer questions 2b and 2c. If your answer is no, go to Question 3a. [Que stion N os. 2b th rough 2e om itted.] 3a. Did you find by a preponderance of the evidence that the Plaintiffs, Mr. and Mrs. Ver Brycke, III, made a conditional gift on September 30, 1992? Yes___X___ No _______ If your answer is yes, proceed to next question. If your answer is no, go to Question No. 4a. 3b. If you find a conditional gift was made, what was the amount o f the gift? $200,000 Go to next question. 3c. If you find by a preponderance of the evidence that the Plaintiffs, Mr. and Mrs. Ver Brycke, III, made a conditional gift, were Plaintiffs aware that the conditions would not be satisfied on or before January 1, 1995? -11- Yes___X___ No ______ 4a. Do yo u find by a preponderance of the evidence that Plaintiffs, Mr. and Mrs. Ver Brycke, II, conferred a benefit upon Defendants, Lisa Fe ehely and John V er Bryck e, IV, on September 30, 1992? Yes___X___ No ______ If your answe r is yes, procee d to the nex t question. If your answer is no, proceed to question No. 5a. 4b. If you find that Plaintiffs, Mr. and Mrs. Ver Brycke, II, conferred a benefit upon Defendants, Lisa Feehely and John Ver Brycke, IV, on September 30, 1992, do you find by a preponderance of the evidence that the Defendants had knowle dge of the benefit? Yes___X___ No ______ If your answer is yes, proceed to next question. If your answer is no, proceed to Question No. 5a. 4c. If so, do you f ind b y a preponderance of the evidence that the Defendants, Lisa Feehely and John Ver Brycke, IV, retained the benefit under circumstances that make it unjust for the Defend ants to retain the benefit without payment of its value to the Plaintiffs, Mr. and M rs Ver Brycke, III? Yes___X___ No ______ If your answer is yes, proceed to next question. If your answer is no, proceed to Question No. 5a. 4d. If you find that the Defendants, Lisa Feehely and John Ver Brycke, IV, have been unjustly enriched, what do you find is the amount o f such un just enrichm ent? $200,000. -12- 5a. Do you find by a preponderance of the evidence that Counter-Plaintiff, Lisa Feehely, conferred a benefit upon Counter-Defendants, Mr. and Mrs. Ver Brycke, III, by making improvements to the Sherwood Forest cottage: Yes_______ No ___X___ If yes, proceed to next q uestion . If no, proceed to Question No. 6a. [Que stion N os. 5b th rough 5d om itted.] 6a. Do you find by a preponderance of the evidence that the Defendants, Lisa Feeh ely and John Ver Bryck e, IV, prom ised to Plaintiffs, Mr. and Mrs. Ver Brycke, III, that D efendan ts would purchase Rabbit Hill and live there? Yes___X___ No ______ If your answer is yes, proceed to the next question. If your answer is no, proceed to Question No. 7a. 6b. If you find that the Defendants, Lisa Feehely and John Ver Brycke, IV, made such a promise, do you fin d by a preponderance of the evidence that the Defendants expected that their promise would induce the Plaintiffs, Mr. and Mrs. Ver Brycke, III, to advance $200,000.00 to the Defendants: Yes___X___ No ______ If yes, proceed to the ne xt ques tion. If you r answ er is no , proceed to Question No. 7a. 6c. If you find that Defendants, Lisa Feehely a nd John Ver Brycke, IV, made such a promise, d o you find by a preponderance of the evidence that Plaintiffs, Mr. and Mrs. Ver Brycke, III, relied u pon such promise to their detrimen t? Yes___X___ No ______ -13- On November 15, 2001, Judge N ancy Davis-Loomis ordered that the escrow agent pay the Ver Bryckes $200,000 with post judgment interest at a rate of 10% based upon the jury s findings in favor of the Plaintiffs . . . and the Court s own consideration of the eviden ce. Lisa moved for judgment notwithstanding the verdict. She argued that, if the Ver Bryckes indeed ha d made a conditiona l gift, the genera l three-year statute o f limitations in Md. Code (1974, 2002 Repl. Vol.), Section 5-101 of the Courts & Judicial Proceedings Article barred their recovery because the jury found that th e Ver B ryckes knew that their conditional gift would not be satisfied on o r before Ja nuary 1, 1995 and the V er Bryckes d id If your answer is yes, proceed to next question. If your answer is no, proceed to Question No. 7a. 6d. If you find that Plaintiffs, Mr. and M rs. Ver Brycke, III, detrimentally relied on such promise, what if any damages do you find Plaintiffs suffered? $200,000 Proceed to next question. 7a. Do you find by a preponderance of the evidence that the Counter-Defendants, Mr. and Mrs. Ve r Brycke, III, prom ised to Counter-Plaintiff, Lisa Feehely, that Counter-Defendants w ould make an unconditional gift of $200,000.00 to be applied towards the purcha se of Rab bit Hill? Yes_______ No ___X___ [Que stion N os. 7b th rough 7d, and 8a and 8b om itted.] -14- not file suit until 1999.6 Judge Davis-Loomis denied the motion. Moving to alter or am end the jud gment, the Ver Bryckes also moved for judgment notwithstanding the verdict. They argued that they, under the unjust enrichment theo ry, were entitled to a pro rata portion of the R abbit Hill profits. They also argued tha t they were entitled to an award of prejudgment interest. Judge Davis-Loomis denied this motion as well. Lisa appealed. She again maintained that, if the Ver Bryckes indeed had made a conditional gift, the general three-year statute of limitations barred their reco very of that gift because the Ver Bryckes filed suit in 19 99 and the jury found tha t the Ver Bryckes we re aware that the conditions could no t be satisfied on or before Ja nuary 1, 1995. Ver Brycke v. Ver Brycke, 150 M d. App . 623, 64 0, 643, 8 22 A.2 d 1226 , 1236, 1 237 (2 003). The Ver Bryckes cross-appealed, continuing to argue that the $200,000 was a conditional gift and that the statute of limitations did not bar their claim because they could not have kno wn that the ir the conditio n failed un til the sale of the house made the performance of the condition impossible. Id. at 640, 822 A.2d at 1236. They also argued that they were entitled to the profits from Rabbit H ill s sale under their unjust enrichment theory. Id. at 655, 822 A .2d at 12 45. 6 Section 5-101 of the Courts & Judicial Proceedings Article provides: A civil action at law shall be filed within three years from the date it accrues unless another provision of the Code provides a different period of time within which an action shall be commenced. -15- The Court of Special A ppeals reduce d the tria l court s judgm ent by $4 0,000. Id. at 658, 822 A.2d at 1246. With respect to the statute of limitations issue, the Court of Special Appea ls first explained that Maryland uses the discovery rule to determin e when the statute of limitations period is triggered. Id. at 641, 822 A.2d at 1236. Under the discovery rule, before an action is said to have accrued, a plaintiff must have notice of the nature and cause of his or her injury. Id. at 641, 822 A.2d at 1237 (quoting Frederick Rd. Ltd. P ship v. Brown & Sturm, 360 M d. 76, 95 -96, 75 6 A.2d 963, 97 3 (200 0)). The intermediate appellate court then examined Question 3C, the question posed to the jury raising the statu te of lim itations is sue. Id. at 643, 822 A.2d at 1237. Question 3C asked: If you find by preponderance of the evidence that the Plaintiffs, Mr. and Mrs. Ver Brycke, III, made a conditional gift, were Plaintiffs aware that the conditions would not be satisfied on or before Janu ary 1, 1995? Id. Noting that the Ver Bryckes argued that the question did not indic ate wheth er the jury concluded that the condition could never be satisfied, the Co urt of S pecial A ppeals determ ined tha t the que stion w as am biguou s, stating: The words on or before January 1, 1995" could modify the word satisfied, rather than th e word aware. If the date modifies the word satisfied, the interrogatory would not resolve the statute of limitations issue, which turned on whether the Ver Bryckes were aware before January 1, 1995 that the condition of their gift w ould not b e met. The question w ould only resolve the statute of limitations issue if on or befo re January 1, 1995" is interpreted to modify the word aware. Id. at 643, 822 A.2d at 1237-38 (emphasis in original). The Court of Special Appeals then -16- observed, however, that the Ver Bryckes counsel interpreted Question 3C as Lisa did, because he urged the jury to answ er no to the qu estion. Id. at 643, 822 A.2d at 1238. The intermediate appellate court furthermore determined that the Ver Bryckes counsel knew that the interrogatory was ambiguous before it went to the jury and, as such, had the burden to object to its inclusion under M aryland Rule 2-522(c). 7 Id. at 643-44, 822 A.2d at 1238. 7 In November 2001, Maryland Rule 2-522(c) provided: Special Verdict. The court m ay require a jury to return a special verdict in the form of written findings upon specifi c issues . For that purpose, the court may use any method of submitting the issues and requiring written findings as it deems appropriate, including the subm ission of w ritten questions susceptible of brief answers or of written forms of the several special findings that might properly be made under the pleadings and evidence. The court shall instruct the jury as may be necessar y to enable it to mak e its find ings up on eac h issue. If the court fa ils to submit any issue raised by the pleadin gs or by the ev idence, all parties waive their right to a trial by jury of the issues omitted unless before the jury retires a party dem ands its submission to the jury. As to an issue omitted without such demand, the court may make a finding or, if it fails to do so, the finding shall be deemed to have been made in accordance with the judgment entered . No party may assign as error the submission of issues to the jury, the instruction s of the cou rt, or the refusa l of the cou rt to submit a requested issue unless the p arty objects on the record before the jury retires to conside r its verdict, stating d istinctly the matter to which the party objects and the grounds of the objection. Upon request of any party, the court shall receive obje ction s out of th e hea ring of th e jury. Md. Rule 2-522(c) (2001). The rule was revised in 2002 and 2003. It now provides: Verdict containing written finding s. The court may require a -17- Because the Ver B ryckes did no t object to the q uestion, the C ourt of Sp ecial App eals reasoned, they must live with the consequences of that decision. Id. at 644, 822 A.2d at 1238. Although the Court o f Special A ppeals con cluded tha t the Ver B ryckes forfeite d their right to object to Question 3C, they nevertheless held that the statute of limitations barred only $40,000 of the judgm ent. Id. Before d oing so, the in termediate a ppellate cou rt first rejected the Ver Bryckes argument that the statute of limitations on their claim that the jury to return a ve rdict in the form of written findings upon specific issues. For that purpose, the court may use any method of submitting th e issues and requiring written findings as it deems appropriate, including the submission of written questions susceptible of brief answers or of written forms of the several special findings that might properly be made under the pleadings and evidence. Th e court shall instruct the jury as may be necessary to enable it to make its findings upon each issue. If the court fails to submit any issue raised by the pleadings or by the evidence, all parties waive their right to a trial by jury of the issues omitted unless before the jury retires a party dema nds its submission to the jury. As to an issue omitted without such demand, the court may make a finding or, if it fails to do so, the finding shall be deem ed to have been ma de in acco rdance w ith the judgment entered. No party may assign as error the submissio n of issues to the jury, the instruction s of the cou rt, or the refusa l of the cou rt to submit a requested issue unless the p arty objects on the record before the jury retires to consid er its verdict, stating distinctly the matter to which the party objects and the grounds of the objection. Upon request of any part y, the court shall receive objectio ns out o f the he aring o f the jury. Md. Rule 2-5 22(c) (2004). -18- condition of the gift fa iled did not begin to run until the sale of Rabbit Hill made the performance of that condition impossible, rather than at the time they became aware that the condition would not be satisfied. Id. In a cond itional gift situatio n, the Cou rt of Special Appea ls went on to explain that, under the holding in Grossm an v. Gre enstein, 161 Md. 71, 155 A. 190 (1931), the right to recover the gift depends on the failure of the condition. Ver Brycke, 150 Md. App. at 645, 822 A.2d at 1238. The intermediate appellate court then concluded that the Ve r Bryckes arg ument w as incompatible with this teaching because the jury clearly found that the Ver Bryckes we re aware on or be fore January 1, 1995 of Lisa and Jo hn s inte nt nev er to live at Rab bit Hill. Id., 822 A .2d at 12 39. The Court of Special Appeals then distinguished between the three-year statute of limitations applicable to civil actions at law and laches, limitations for equitable actions, which depend upon the nature of the actions under consideration. Id. at 645-46, 822 A.2d at 1239. Th e intermed iate appellate court described the Ver Bryckes as having asserting three claims conditio nal gift, u njust en richme nt, and p romisso ry estopp el. Id. at 647, 822 A.2d at 1240. It then proceeded to classify these claims, concluding that the unjust enrichment and promissory estoppel claims were traditional equitable actions and that the conditional gift claim was a legal acti on. Id. at 647-49 , 822 A.2d at 1240-4 1. In order to determine the limitations p eriod for eq uitable action s, the interme diate appellate court explained that the same limitations period fo r an analo gous legal rem edy appl ies. Id. at 646, 822 A.2d at 1239 (quoting Grandberg v. Bernard, 184 Md. 608, 611, 42 A.2d 118, 119 -19- (1945)(stating if the remedy sought in equity is analogous to a remedy cognizable at law, and the statute of limitations prescribes a time within which the legal action must be instituted, equity will follow the law and bar the action ) ). The Co urt of Spe cial Appe als then compared all three of the Ver Bryckes claims with a legal action for restitution, concludin g that: Here, the parties relationship altered whe n Lisa and John s plans to live at Rab bit Hill did not materialize, and the condition of the gift failed. Because the gift was money, and the Ver Bryckes were seeking to recover money damages, they could have brought a legal action f or restitution. A ccordingly . . . the statute of limitations applicable to the claim for recovery of a conditional contract, unjust enrichme nt, and promissory estoppel was the three year statute generally applicable to suits at law under C J section 5-101 . Id. at 650- 51, 822 A.2d a t 1242. In this way, comparing the Ver Bryckes equitable remedies claims for relie f to restitution, the Court of Special Appeals then concluded that $40,000 of the $200,000, because it was not secured by the deed of trust, expired, as a matter of law, bef ore the Ver Bryckes filed their complaint. Id. at 651, 822 A.2d at 1242. It concluded the following: Because the Ver Bryckes failed to file suit within three years of knowing that Lisa and John would not satisfy the condition that they live at Rabbit Hill, we hold that their claim was partially barred by the statute of limitations. T he bar of th e statute is limited, however, to $40,000 of the $200,000 gift, because that amount was unsecure d. With respect to the $160,000 balance of the conditional gift that was subject to a deed of trust, the 12 year statute of limitations applied, and the Ver Bryckes principal claim in this amount was not time-barred. We also hold that the jury s finding that there was a conditional gift is supported by the eviden ce. Regar ding the V er Bryckes c ross-appea l, we hold -20- that the Ver B ryckes are no t entitled to disgo rgement o f profits or prejudgm ent interest as a matter of rig ht. Id. at 627- 28, 822 A.2d a t 1228. The Court of Special Appeals reached this result by explaining that, in addition to a suit in law or in equity, the Ver Bryckes also possessed a remedy provid ed by the deed o f trust. Id. at 651, 822 A.2d at 1242. As that court explained, the deed of trust recites that it secures unto the Ver Bryckes the sum of $160,000, and the debt is evidenced by Borrower s note . . ., which provides for monthly payments, with the full debt, if not paid earlier, due and payable o n October 1, 202 2. Id. Determin ing that a promise incident to a conditional gift may be secured by a mortgage or deed of trust, the Court of Special Appeals then concluded that the Ver Bryckes were entitled to $160,000 because that amou nt of their conditional gift of $200,000 to John and Lisa was secured by the deed o f trust. Id. at 655, 8 22 A.2 d at 1245. Because a deed of trust is an instrument under seal, the Court of Spec ial Appeals explained , the twelve-year statute of limitations period under Section 5-102(a) of the Courts & Judicial Proceedings Article applied.8 Id. at 653, 822 A.2d at 1244. Th e Court of Special A ppeals also conclude d that, becau se Lisa did not ask the jury to decide whether the conditional gift was secured by the deed of trust, she had the burden of placin g that iss ue bef ore the ju ry under M aryland R ule 2-5 22(c). Id. at 654, 82 2 A.2d at 1244 . Fina lly, the Court of Special Appeals turned to the Ver Bryckes claims for disgorgement of profits and for p rejudgme nt interest, rejectin g both of them. With respect 8 See footnote 1 supra. -21- to the Ver Bryckes disgorgement of profits cla im, the interm ediate appellate court observed that the jury had implicitly rejected the Ver Bryckes theory that John and Lisa had been unjustly enriched when they made a profit on Rabbit Hill when it determined that the Ver Bryckes were entitled to $200,000, the precise amount, without any interest, they had given to John a nd Lisa . Id. at 656, 8 22 A.2 d at 124 5. With resp ect to the V er Bryckes c laim for prejudgment interest, the Court of Special Appeals noted that the parties had stipulated that the judge would be the trier of fact on this issue , and it was in the judge s discretion to decline to mak e such a n awa rd. Id. at 656, 658, 822 A.2d at 1245-46. On June 19, 2 003, Lisa f iled in this Co urt a petition fo r writ of certio rari, and, on June 25, 2003, the Ver Bryck es filed a cro ss petition for writ of certio rari. We gra nted both petitions on Au gust 26 , 2003. Ver Brycke v. Ver Brycke, 376 Md. 543, 831 A.2d 3 (2003). Because we stated th e questions presented in full earlier, we will summarize them here. Lisa asks us to consider whether an unwritten agreement involving a conditional promise satisfies the Statute of Frauds and whether a condition al promise s ecured by a d eed of trus t is valid and thus is afforded the twelve-year statute of limitations period for documents under seal. The Ver Bryckes ask us to consider whethe r the three-year statute of limitations barred part of their claim; whether the limitations period was left to the discretion of the trial judge under Maryland Rule 2-522(c); and whether they were entitled to prejudgment interest as a matter of righ t. II. Discussion -22- Lisa contends that the Court of Special A ppeals erred when it de termined th at a promise, othe r than the paym ent o f mo ney, infe rred from the c ircumsta nces ma y be secured by a mortgage or deed of trust so as to trigger the twelve-year statute of limitations. In addition, Lisa maintains that the twelve-year statute of limitations does not apply to an alleged oral agreement, condition, or promise, executory in nature, that is not identified as consideration as an obligation specified in a deed of trust securing land. The Ver Bryckes contend that the Court of Special Appeals erred in its conclusion that the three-year statute o f limitations ba rred part of th eir claim. The Ver Bryckes argue that the trial judge gave no instructions on any applicable statute of limitations. For this reason, under Maryland R ule 2-522(c), the statute of limitations issues were reserved to the trial judge, whose findings are considered to have been made in accordance with the judgment entered. The Ve r Bryckes m aintain that L isa s statute of limitations defense depended upon Lisa establishing that the [Ver Bryckes] knew or should have known a t least three years prior to the filing date of this action tha t John and Lisa wo uld not kee p their promise to live at Rabbit H ill. Accord ing to the V er Bryckes, the trial court prop erly rejected Lisa s statute of limitations defense becau se there was ample evidence at trial to suggest that John and Lisa were still considering the possibility of living at Rabbit Hill as late as August 1997, which was w ithin the three-yea r limitatio ns perio d whe n the pa rents file d the ac tion in 1 999. A. The Nature of the Gift We will begin by examining the nature of the Ver B ryckes transfe r of $200 ,000 to -23- John and Lisa. At trial, the Ver Bryckes based their claims of unjust enrichment and promissory estoppel on the theory that they gave John and Lisa a conditional gift. Lisa argued that the $200,000 was an a bsolute gift, and, thus, there was no unjust enrichment or detrimental reliance . The jury agre ed with the Ver Bryckes, concluding that the Ver Bryckes gave John and Lisa a conditional gift of $200,000, and this finding was adopted by the trial judge. On appeal, the Court of Special Appeals agreed. We agree, also, that the $200,000 was a conditional gift. We disagree, however, with several conclusions that the Court of Special Appeals reached regarding this point, particu larly with respec t to its characterization of the V er Bryck es claim s. We first obs erve tha t, genera lly, inter vivos gifts are absolute an d, in order to be valid, they must b e irrevo cable. Park Station Ltd. P ship v. Bosse, 378 Md. 122, 131, 835 A.2d 646, 651 (2003)(ex plaining tha t [t]he requ irements for a valid inter vivos gift are an intention on the part of the donor to transfer the property, a delivery by the donor and an acceptance by the donee [and th at] delivery must transfer the donor's dominion over the property")(quoting Rogers v. Rogers, 271 M d. 603, 6 07, 319 A.2d 1 19, 121 (1974)). Although this is the general rule, in limited instances, [a] donor may limit a gift to a particular purpose, and render it so conditioned and dependent upon an expected state of facts that, failing that state of facts, the gift should fail with it. Grossman v. Greens tein, 161 Md. 71, 73, 155 A. 190, 19 1 (1931)(o rdering the re turn of the d onor s gift o f $1,000 in a bank account to his daughter and prospective son-in-law because the money was a gift -24- conditioned upon the m arriage, wh ich did not o ccur beca use the pro spective so n-in-law broke the engagem ent); accord In re Stoltz, 283 B.R. 842, 846 (Bankr. D. Md. 2002)(holding that the diamo nd ring the deb tor rece ived w as give n as gif t in conte mplatio n of m arriage , and, thus, was a condition al gift); Singer v. Singer, 636 A.2d 422, 425-26 (D.C. 1994)(observing that a gift of a house might have been a conditional gift in contemplation of marriage and reman ding fo r furthe r proce edings to determ ine the n ature of the gift) . Although the conditional gift doctrine has been used most often in the conte xt of gifts given with the expectation that marriage will occ ur, see 23 S AMUEL W ILLISTON & R ICHARD A. L ORD, A TREATISE ON THE LAW OF CONTRACTS § 62:28 (4 th ed 2002 ), it has been extended to other familia l and ch aritable c ontexts . See Cowley v. Cowley, 400 So.2d 381, 382 (Ala. 1981)(concluding that a gift conditioned upon the donee s agreement to use money for the donor s surgery did no t make the gift invalid); Ball v. Ha ll, 274 A.2d 516, 520 (Vt. 1971)(explaining that, in a situation where the donors gifts to the town were conditioned on the town maintaining the high sch ool, [a] g ift m ay be c ondition ed upon the d onee's performance of specified obligations or the happening of a certain event [and that if] the obligation is not perfo rmed, the d onor is entitled to restitution ); McClure v. McClure , 870 S.W.2d 358, 361 (Tx. App. 1994)(holding in a divorce dispute regarding a husband s gift to wife to help her pay off her condominium, that, [i]f a gift is made upon a condition, then failure of, violation of, or refusal to perform the condition by the donee constitutes good ground for revocation of the gift by the donor ); Cour ts v. Ann ie Penn Mem orial H osp., Inc ., -25- 431 S.E.2d 864, 867-68 (N.C. Ct. App. 1993)(applying the conditional gift doctrine in the context of determining whether a donor s gift to a hospital included th e condition that the hospital establish a fo undation in her grand father s nam e); Zirngibl v. Zirngibl, 477 N.W.2d 637, 640 (Wis. Ct. App. 1991)(explaining, where a wife had given the h usband f unds to buy real estate, that [a] gift may be conditioned upon some act by the donee, and, if the condition is not fulfilled, th e donor m ay recover the gift ); see also R ESTATEMENT (F IRST) OF R ESTITUTION §58 (193 7). Here, the jury and the trial jud ge agreed with the pa rents that they gave John and Lisa a gift of $200,000 based upon the condition that John and Lisa would live at Rab bit Hill. The Court of Special Appeals erred, however, in several respects regarding the precise nature of the Ver Bryckes conditional gift. It made its first mistake when it concluded that the jury found in favor of the Ver Bryckes on three causes of action conditional gift, unjust enrichment, and promissory estoppel. Ver Brycke, 150 Md. App. at 647, 822 A.2d at 1240. As the trial court s judgment order indicates, the Ver Bryckes prevailed under two theories, unjust enrichme nt and pro missory estopp el.9 The Ver Bryckes conditional gift 9 We observe that the Ver Bryckes unjust enrichment and promissory estoppel claims, which are quasi-contract claims, would have been untenable had they argued that a contract had existed between them and John and Lisa. As we explained in County Comm'rs of Caroline County v . J. Roland D ashiell & Sons, Inc., 358 Md. 83, 747 A.2d 600 (2000), [t]he general rule is that no quasi-contractual claim can arise when a contract exists between the parties concerning the same s ubject ma tter on wh ich the qua si-contractua l claim rests. Id. at 96, 747 A.2d at 607 (quoting Mass T ransit Admin. v. Granite Constr. Co., 57 Md. App. 766, 776, 471 A.2d 11 21, 1126 (1984)). In o ther word s, an unjust en richment c laim ordinarily fails if the claim is based on a w ritten contract. The exceptions to this rule a re limited, as courts are hesitant to deviate from the principle of the rule and allow unjust -26- theory supported both of these claims, but c onditional g ift was no t itself a separa te claim in this case. For this reaso n, it was no t necessary for the Court o f Special A ppeals to undertake, as it did, an extensive analysis of whether a suit to recover a conditional gift is a legal or e quitable claim. See id. at 647- 51, 822 A.2d a t 1240- 42. Moreover, when the Court of Special Appeals did undertake its analysis, it did so inco rrectly. Because the Court o f Special A ppeals had concluded that conditional gift was a separate claim, it endeavored to determine whether it was an equitable or legal action in order to determ ine the a pprop riate limita tions pe riod to a pply. See id. at 646-47, 822 A.2d at 1239-40. The Court of Special Appeals began its analysis of distinguishing between legal and equitable claims by referring, appropriately enough , to Professor Dobb s L AW OF R EMEDIES (2d ed. 1993): Dobbs identifies two primary tests for determinin g wheth er a claim is equitable o r legal: First, a claim could be deemed equitable if it sought a coercive remedy like inju nction, o therwi se not. Second, a claim could be deemed equitable if the plaintiff sought to enforce a right that was originally created in the equity courts, or a right that was tradition ally decid ed acc ording to equita ble prin ciples. Id. at 647, 822 A.2d at 1240 (quoting D AN. B. D OBBS, L AW OF R EMEDIES § 2.1(2) (2d ed. 1993)). The Court of Special Appeals then asserted that the second test is the one most often applied, noting, that Dobbs observes that [o]verwhelmingly, courts characterize claims enrichment claims only when there is evidence of fraud or bad faith, there has been a breach of contract or a mutual rec ision of the contract, when recision is warranted, or when the express contract does not fully address a subject matter. Id. at 100, 747 A.2d at 608-09 (footn otes om itted). -27- according to the remedies sought rather than according to subject matter or substantive rules involv ed. Id. As we shall explain, it is at this point the C ourt of Sp ecial App eals should have stopped, as Maryland, like the majority of courts, characterize s most of its e quitable claims according to the rem edies so ught by th e parties . Golds borou gh v. C ounty T rust Co ., 180 Md. 59, 61, 22 A.2d 920, 921 (1941)(explaining that the party m ust show the necessity for his r esorting to the rem edy wh en seek ing equ ity jurisdictio n). The Court of Special Appeals, however, continued with its discussion, classifying unjust enrichme nt and pro missory estopp el as traditiona l equitable actions, and noting that there was no Maryland case law on this point with re spect to conditio nal gifts . Ver Brycke, 150 Md. App. at 647, 822 A.2d at 1240. It then turned to the only out-of-state case regarding conditional gifts it found helpful, noting that the Illinois appellate court listed rescission and restitution based upon the failure of a conditional gift as one of the plaintiff s equitable theories. Id. at 647-48, 822 A.2d at 1240 (citing Wagen er v. Papie , 609 N.E.2d 951, 955 (1993)). Rejecting that court s suggestion that a suit for recovery of a conditional gift sounded in equity and concluding that there was, thus, a dearth of authority on this issue, the Court o f Special A ppeals dete rmined tha t it must apply bo th Dob bs tests: Applying the first part of the Dobbs two-part test, we find one Maryland case brought on a conditional gift theory that was held to be properly framed in equity, presum ably because it so ught to clear title to rea l prope rty. Out-of-sta te suits to recover title to real property base d on con ditional gifts als o have be en held to be equitable. These cases are more readily classified as equitable due the rem edy sought changing title to real property rather than the equitable basis of the substantive theory of -28- reco very. The Ver Bryckes sought recovery from the escrowed proceeds of the Rabbit Hill sale, as well as a personal judgment against Lisa and John. Because the remedy they sought was not coercive, their claims for relief seem to fall on the legal side of the ledg er. Thus, there are three bases of recovery, two brought under traditional equitable the ories, all of w hich reque st relief that is legal in nature. We hold that the conditional gift cause of action was legal, and the other two were equ itable, because they are tradition ally ba sed in equity. Id., at 648-49, 822 A.2d at 1240-41 (citations and f ootnote omitted). In essence, when the Court of Special Appeals applied both Dobbs tests (essentially, in fact, merging the two tests into one two-part test), it obfuscated what should have been the subject of it s focus, name ly the rem edy that th e Ver B ryckes so ught in their suit. As the intermediate court stated, to characterize whether a claim sounds in law or equity is a murky undertaking. Id. at 647, 822 A.2d at 12 40; see also Kann v. Kann , 344 Md. 689, 699, 690 A.2d 50 9, 514 (19 97)(noting that Profe ssors Wrig ht and M iller have said that [d]etermining which actions belong[ ] to law and which to equity for the purpose of delimiting the jury trial right con tinues to be o ne of the m ost perplex ing questio ns of trial administration. ). 10 In this case, the Ver Bryckes sought to recover the $200,000 they had 10 The distinction between actions at law and actions in equity is important because claimants with equita ble claims d o not have a right to a jury trial. Murphy v. Edmonds, 325 Md. 342, 371, 601 A.2d 102, 116 (1992)(explaining that the jury trial right in civil cases relates to issues of f act in legal ac tions [and it] d oes not ex tend to issue s of law, eq uitable issues, o r matters which historica lly were re solved by the jud ge rathe r than b y the jury ). -29- given to John and Lisa. Although the Ver Bryckes relied on unjust enrichment and promissory estoppel, two traditionally equitable doctrines, and requested the remedy of restitution, an equitable remedy, their claims sound in law because they seek the repayment of money. We explain. We repeatedly have stated that the strictures of common law pleading, whereby the causes of action pled define the action, have been replaced by fact-based pleading so that remedies sought serv e to delineate the type of actio n, whethe r it be in law or eq uity. 11 Scott 11 In Mann ing v. Po tomac Elec. P ower C o., 230 Md. 415, 187 A.2d 468 (1963), we provided a brief history of why equity jurisprudence developed around the remedy sought: At a very early date, a p rocedure w as established in the common-law courts of England, whereby a small number of forms of actions were furnished as the exclusive means of seeking redress in those courts. F requ ently, where a litigant was justly entitled to relief, the facts of his case failed to fall within one of these form s of action, and the ca se was co nsequen tly dismissed. The English common-law judges, for the main part, set themselves firmly for a strict adherence to these arbitrary and technical forms, and opposed any innovations that might have brought the law as a who le into harm ony w ith ju stice and equity. Also at a very early date, the Crown (aided by the Special Counc il, the predecessor of the Privy Council) began to exercise a prerogative, which em braced a judicial function o ver matters that did not, or could not, come within the jurisdiction of the ordinary courts. This extraordinary or prerogative judicial function, originall y exercised by the Crown, afterwards was delegated (in addition to his manifold other duties, which included the exercise of ordinary--i. e., common-law jurisdiction in his court) to the Chancellor. This extra ordinary equita ble jurisdiction of the Ch ancellor, altho ugh ill defin ed in its beginning, grew rapidly, and by the time of the reign of Edward III (1312 to 1377) the Court of Chancery was recognized as the ordinary tribunal wherein to decide causes which required an exercise of the prerogative jurisdiction, and the granting of -30- v. Jenkins, 345 Md. 21, 27-28, 690 A.2d 1000, 1003 (1997)(noting that Maryland abandoned the forma lities of com mon law pleading long ago and that Marylan d Rule 2-303(b) establishes th at [a] plead ing shall contain only such statements of fact as may be necessary to sh ow the plead er's entitlement to relief or grou nd of def ense . . ."); Higgins v. Barnes, 310 Md. 532, 535 n.1, 530 A.2d 724 , 725 n.1 (1987)("[O]ur concern is with the nature of the issues legitimately raised by the pleadings, and not with the labels given to the pleadings."). We also have held that the parties characterization of their claims does not determine equity jurisdiction; rather, as Dobbs taught, equity jurisdiction is determined either by whether the parties claims have historically sounded in equity or by the kind of remedy the parties s ought. Manning, at 420-21, 187 A.2d at 471-72.12 Because an historical ana lysis special remedies which the common-law courts could not, or would not, give. A nd equitab le jurisdiction has grown through the years until it is now based up on certain a nd definite rules, princip les and doctrin es of fa irness, ju stice and equity. Id. at 420- 21, 187 A.2d a t 471-7 2. 12 As we explained in Man ning, in order for th e maxim equity will not suffer a wrong to be without a remedy to define whether a claim is equitable in nature, the following limitations defined by Mr. Pomeroy in Volume 2 of E QUITY J URISPRUDENCE §§ 423, 424 apply: In order that the principle may apply, one of three facts must exist, viz., either. 1. The right itself must be one not recognized as existing by the law; or 2. The right existing at the law, the remedy must be one which the law cannot or does not administer at all; or 3. The right existing at the law, and the remedy being one which the law give s, the remedy as administered by the law must be inadequate, incomplete, or uncertain. Of these three alternatives, the first and second denote the exclusive -31- may be a difficult undertaking when the claim is not one traditionally recognized as equitable, the rem edy soug ht by the c laiman t is often the cou rt s focu s. See Ross v. Bernhard, 396 U.S. 531, 53 8, 90 S.Ct. 733, 738, 24 L.Ed.2d 729, 73 6 (1970); see also Martin v. Howard County , 349 Md. 469, 484, 709 A.2d 125, 133 (1998)(explaining that the ground of equity jurisdiction arises when th e claimant is denied a remedy at law and that an eviction actio n traditionally sou nded at law ); Goldsborough, 180 Md. at 61, 22 A.2d at 921 (explaining that the party m ust show the necessity fo r his resorting to the remedy when seekin g equity ju risdiction ). The Ver Bryckes sought to recover the $200,000 they had given to John and Lisa. Quoting Dobbs L AW OF R EMEDIES, we also have explained that, although the substantive basis of the law of restitution "is related to substantive equity," "[r]estitution claims for money are usually claims 'at law.'" Bennett Heating & Air C onditio ning, In c., v. Nationsbank of Maryland, 342 Md. 169, 180, 674 A.2d 534, 539 (1996)(quoting D AN B. D OBBS, L AW OF R EMEDIES § 4.1(1), at 556 (2d ed. 1993)); 13 see also Luskin's, Inc. v. Consumer Protection jurisdiction of equity; the third, the concurrent jurisdiction. 230 M d. at 421 -22, 18 7 A.2d at 472. 13 Dobbs L AW OF R EMEDIES § 2.6(3)(2d ed. 1993) e xplains how money claims for restitution are remedies that enable courts to characterize such claims as legal ones: Money claims for restitution. Some money claims are not damages representing the plaintiff s loss but restitution representing the def endan t s unjus t gains in a transa ction. . . . [S]ome restitution claims were equitable. Ho wever, many we re not. Many restitutio n claims w ere broug ht under the common -32- Div., 353 Md. 335, 383, 726 A.2d 702, 726 (1999)(noting that [r]estitutionary recoveries often amount to about the same as the plaintiff's losses, and thus serve many of the compensatory purposes served by a d amages re covery ); Berry & Gould, P.A. v. Berry, 360 Md. 142, 151, 757 A.2d 108, 113 (200 0)(observin g that [a] p erson wh o receives a benefit by reason of an infringement of another person's interest, or of loss suffered by the other, owes restitution to him in the manner and amount necessary to prevent unjust enrichment )(quoting R ESTATEMENT (S ECOND) OF R ESTITUTION § 1 (Tentative Draft No. 1, 1983)). Therefore, the Co urt of Special Appeals should have concluded that the Ver Bryckes two claims unjust enrichm ent and promissory estoppel were claims at law because they were c laims se eking th e reme dy of resti tution fo r mone y. B. Statute of Limitations We agree with the Ver B ryckes that the C ourt of Sp ecial App eals incorrec tly concluded that the three-year statute of limitations period pursuant to Section 5-101 of the Courts & Judicial Proceedings Article barred $40,000 of the Ver Bryckes claim and that the twelve-year statute of limitations period pursuant to Section 5-102 of the Courts & Judicial Proceedings Article did not bar $160,000 of their claim.14 As we shall explain, the Court of law writ of assumpsit, using its common counts such as the count for mo ney had a nd rece ived. These claims are claims at law in every sense, first be cause they see k simply money relief, and second because they were historically brought in the separa te law c ourts. 14 See footnote 2 supra. -33- Special Appea ls missed the mark for two re asons. First, in a conditional gift situation, the statute of limitations begins to run when the donor knew or should have known the condition failed. Second, the Court of Special Appeals incorrectly interpreted an ambiguous interrogatory on the jury verdict sheet as establishing when the Ver Bryckes knew that Lisa and Jo hn wo uld nev er mov e into R abbit H ill. Under Maryland s discovery rule, the three-year statute of limitations period begins to toll wh en the plaintiff discov ers, or through the exercise of due diligence, should have discovered, the injury. Frede rick Rd . Ltd. P s hip v. B rown & Sturm , 360 Md. 76, 95-96, 756 A.2d 96 3, 973 (20 00); see also Newell v. Richards, 323 Md. 717, 723-24, 594 A.2d 1152, 1155 (19 91)(explain ing that the d iscovery rule w as applicab le to civil actions genera lly, and that a plaintiff must hav e know ledge, either im plied or exp ress, in order to trigger the run ning of the statu te of lim itations ). In addition, the party raising the defense of the statute of limitations ha s the bu rden of show ing that t he def ense ha s merit. Newell, 323 M d. at 725 , 594 A .2d at 11 56. In this case, in order to trigger the statute of limitations, Lisa had the burden to show that the Ver Bryckes knew or, through the exercise of due dilig ence, shou ld have discovered more than three years prior to March 23, 1999, the date the Ver Bryckes filed their claim, that John and Lisa never would fulfill the condition of mo ving into Rabbit Hill. Lisa attempts to do so by contending that one of the ju ry questio ns, Q uestion 3C, required the jury to determine whether the Ver Bryckes were barred by the three-year statute of -34- limitations. Question 3C asked: If you find by a preponderance of the evidence that the Plaintiffs, Mr. and Mrs. Ver Brycke, III, made a conditional gift, were Plaintiffs aware that the conditions would not be satisfied on or before January 1, 1995? Because the jury answered yes to this question, Lisa argues that the jury found that the three-year limitations barred the Ver Bryckes claim. We observe at the outset that we have not found an instance in Maryland law, and have been referred to none, regarding the limitations period for conditional gifts. In a conditional gift situation, the donor s right to recover the gift depends on the failure of the condition. Grossman, 161 Md. at 73, 155 A. at 191. A condition is a future a nd uncer tain event on which the existence or extent of an obligation or liability depends; an uncertain act or event that triggers or negates a duty to render a promised performance. B LACK S L AW D ICTIONARY 288 (7 th ed. 1999). The jury concluded that John and Lisa accepted the $200,000 on the con dition that they w ould mo ve into Ra bbit Hill. Whe n John an d Lisa sold Rabbit Hill, they negate d the possib ility of ever fulfilling their obligation to move into Rabbit Hill. As such, the condition fa iled, triggering th e Ver B ryckes right to rec over their conditio nal gift a nd the s tatute of limitation s. In addition, we also d isagree w ith Lisa bec ause, as the C ourt of Sp ecial App eals pointed out, the jury s affirmativ e answe r to Questio n 3C m ay or may not ind icate that it concluded that the Ver Bryckes knew they had a claim against John and Lisa o n or before January 1, 19 95: -35- The words "on or before January 1, 1995" could modify the word "satisfied," rather than the word "a ware." If the date modifies the word "satisfied," the interrogatory would not resolve the statute of limitations issue, which turned on whether the Ver Bryckes were aware before January 1, 1995 that the conditio n of the ir gift w ould no t be me t. Ver Bryck e, 150 M d. App. at 643, 822 A.2d at 1237-38 (emphasis in original). In other words, Question 3C could be interpreted as asking the jury to determine whether the Ver Bryckes knew that John and Lisa were not going to move into Rabbit Hill by January 1, 1995. This is not the same, however, as the jury concluding that the Ver Bryckes knew by January 1, 1995, that John and Lisa never planned to move into Rabbit Hill, a finding that indeed would have trig gered th e statute of limita tions pe riod. We, thus, disagree with the Court of Special Appeals conclusion that, in spite of the fact that it found Question 3C to be ambiguous, Question 3C invo ked the thre e-year statute of limitations period. As the Court of Special Appeals itself pointed out, the jury may have simply found that the Ver B ryckes knew that John an d Lisa w ould not m ove into R abbit Hill by January 1, 1995, a conclusion that does not indicate one way or the other that the Ver Bryckes knew that their conditio n wou ld neve r be satis fied. Because Lisa relies exclusively on Question 3C to argue that the statute of limitations period began to to ll on Januar y 1, 1995, we conclude that she did n ot meet he r burden to show that the Ver Bryckes knew or should have known that she and John would not meet the condition of moving into Rabb it Hill. Under the circumstances herein, we also do not believe the condition f ailed until the property was sold. We, therefore, reverse the Court of Special -36- Appeals and affirm the trial court s judgment in favor of the Ver Bryckes for $200,000.15 15 As we have explained, we disagree with Lisa that the jury found that the statute of limitations period beg an to toll when it answered in the affirmative to Question 3C. We also note that, becaus e the jury did not address the limitations question in its special verdict, the statute of limitations issue was reserved to Judge Davis-Loomis under Maryland Rule 2522(c), which g overns sp ecial verdicts. If a relevant issu e is not subm itted to the jury, Ru le 2-522(c) provides: If the court fails to submit any issue raised by the pleadings or by the evidence, all parties waive their right to a trial by jury of the issues omitted unless before the jury retires a party demands its submissio n to the jury. As to an issue omitted without such demand, the court may make a finding or, if it fails to do so, the finding shall be deemed to have been made in accorda nce with the judg ment e ntered. Md. Rule 2-522(c)(2001). In other words, under Rule 2-522(c), if an issue that could be heard by the jury is not before it, a party must demand that it be sub mitted to the jury before the jury retires to d eliberate ; otherw ise, the iss ue is w aived. Any issues not submitted to the jury are decide d by the court. Edwards v. Gramling Engineering Corp., 322 Md. 535, 549, 588 A.2d 793, 800 (1991). In the absence of a finding by the trial court, the rule requires us to presu me a fin ding co nsistent with th e trial cou rt s judg ment. Therefore, as Question 3C is the only question submitted to the jury that could be plausibly related to the statute of limitations issue, we conclude that the question of whether the Ver Bryck es knew or should h ave know n that John and Lisa would not fulfill the condition to live at Rabbit Hill within the three-year limitations period was left to Judge Davis-Loomis. Furthermore, under the rule, we must presume that the trial court s judgment rests on con sistent fin dings. Id. at 550, 588 A.2d at 801. Presu ming that her findings w ere consistent with her judgment, we thus conclude that, when Judge Davis-Loomis entered a judgment against Joh n and Lisa for $200 ,000, she im plicitly determined that the statute of limitation s did no t bar the p arents c laims. In addition, w e note that b oth parties waived their right to object to Question 3C when the questions were sub mitted to the jury. It is counsel s responsibility to assu re that all critical issues a re subm itted to th e jury. Id. at 549, 588 A.2d at 800. If counsel does not do so, his or her objections are waived. Id. The Co urt of Spe cial Appe als was inc orrect, however, when it concluded that the Ver Bryckes were attempting to object to Question 3C after they had waived their right to do so. Ver Bryc ke, 150 Md. App. at 644, 822 A.2d at 1238. Instead, the Ver Bryckes simply argued on appeal that the jury s answer did not necessitate the finding that the jury concluded that the statute of limitations barred the Ver -37- C. Pre-judgm ent Interest We agree with the Court of Special Appeals that the Ver Bryck es are not en titled to pre-judgment interest. The intermediate appellate court correctly observed that pre-judgment interest as a matter of right is the excep tion rath er than th e rule, see Buxton v. Buxton, 363 Md. 634, 770 A.2d 152 (2001), and tha t [w]hether a party is entitled to pre-judgment interest gen erall y is left to the discretion of the fact finder. Ver Brycke, 150 Md. App. at 656, 822 A.2d at 1246 (citing I.W. Berman Props. v. Porter Bros., Inc., 276 Md. 1, 24, 344 A.2d 65, 95 (1975)). As we explained in Buxton, [p]re-judgment interest is allowable as a matter of right when the obligation to pay and the amount due had become certain, definite, and liquidated by a specific date prior to judgment so that the effe ct of the debtor s withholding payment was to deprive the creditor of the use of a fixed amount as of a known date. 363 Md. at 656, 770 A.2d at 165. Here, applying Buxton, the Court of Special Appea ls rightly determined that John and Lisa s obligation to repay the Ver Bryckes was uncertain prior to the date o f judgme nt. As such , the trial judge w as left to her d iscretion to determine whether pre-judgment interest was warranted . We hold that she did not abuse her discretion w hen she d enied the V er Bryckes p re-judgm ent interest. III. Conclusion In a conditional gift situation, the donor s right to recover the gift depends on the failure of the condition, and the statute of limitations period beg ins to toll at this time. In Bryckes claim. This is much different from ob jecting to Question 3C as it was formulated. -38- addition, when characterizing whether a claim sounds in law or in equity, the determination is dependent upon the remedies sought. Finally, we affirm the trial court s denial of the Ver Bryckes claim f or pre-ju dgme nt intere st. JUDGMENT OF THE COURT OF SPECIAL APPEALS REVERSED. CASE REMANDED TO THAT COURT WITH DIRECTIONS TO AFFIRM THE JUDGMENT OF THE CIRCUIT COURT FOR ANNE ARUNDEL COUNTY. COSTS IN THIS CO URT A ND IN THE COURT OF SPECIAL APPEALS TO BE PAID BY PETITIONER. In the Circu it Court for A nne Aru ndel Cou nty IN THE COURT OF APPEALS OF MARYLAND No. 54 September Term, 2003 ______________________________________ LISA VER BRYCKE v. J. RUSSELL VER BRYCKE, III, ET AL. ______________________________________ Bell, C.J. Raker Wilner Cathell Harrell Battaglia Eldridge, Jo hn C. (Re tired, Specially Assigned), JJ. ______________________________________ Concurring Opinion by Wilner, J. ______________________________________ Filed: February 13, 2004 I concur in the judgment. I do not agree with the Court s conclusion, apparently one of law, that the condition did not fail until the property was sold, especially as the Court does not indicate whether, by sold, it means contracted for sale or actually conveyed. The condition was that John and Lisa move into Rabbitt Hill, and there was evidence from which the jury, or the judge, could have found that the Ver Bryckes kn ew, or had go od reason to know, before the property wa s sold tha t John and Lisa wer e not, in fact, g oing to mo ve into it. The focus should be on when that knowledge existed, not when it became legally or even practically impo ssible for the condition to be met. I agree with the Court s ultimate judgment be cause the e vidence w ould supp ort a finding that such knowledge did not exist until a point within three years of the filing of the suit i.e., a time after March 23, 1996. It ma y have com e when John and Lisa separa ted in 1997, or when divorce proceedings began in Janu ary, 1998 . It may have been manifest when the Ver Bryckes de cided to rec ord the dee d of trust in Ju ly, 1998, and it certainly would have existed when Jo hn and L isa contracte d to sell the p roperty in Nove mber, 1 999. Whether the Ver Bryckes knew or had reason to know p rior to Ma rch 23, 199 6 that the co ndition w ould not be met was in substantial dispute. As the jury did not clearly answer that question because of the ambiguous wording of Question 3C, the judge had to make that call, and I would not disturb the judge s decision. -2-

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