Magnetti v. University of MD

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Charles M agnetti v. U niversity of M aryland, C ollege Pa rk, et al. No. 8, September, 2007 SOVER EIGN IMMUNITY - THE UNIVERSITY OF MARYLAND, COLLEGE PARK: It is well established by case law that the University is considered to be an arm of the State Government for the purposes of the sovereign immunity doctrine. The waiver of the University of Maryland s sovereign immunity is, at the present time, governed by Md. Code (1984 , 2004 R epl. Vo l.), §§ 12 -201 an d 12-2 02 of th e State G overnm ent Art icle. SOVEREIGN IMMUNITY - WAIVER - S.G. §§ 12-201 AND 12-202: S.G. §§ 12-201 and 12-202 was intended as a conditional waiver of the State s sovereign immunity in contract actions and must be read together. So long as a contract action falls within the coverage of S.G. §§ 12-201, the claimant must fulfill the condition precedent set forth in S.G. § 12-202 in order to effectuate the waiver of sovereign immunity. This is true regardless of the express statu tory waiver relie d on by the cla imant in his or her contract claim against the State and/or its covered units or officers. A claimant may not choose to disregard the requireme nts for a wavier of sovereign immunity under S.G. § § 12-201 and 12-202 in favor of another statutory waiver of sovereign immunity, if S.G. §§ 12-201 is applicable to the claim. SOVEREIGN IMMUNITY - WAIVER - EFFECT OF ED. § 12-204 ON S.G. §§ 12-201 and 12-202: Md Code (1978, 2006 Repl. V ol.), § 12-204 of the Education Article does not affect the applicability of S.G. §§ 12-20 1 and 12-202 to the University of Maryland in contract actio ns. S .G. § 12-2 02 does n ot serve a s a re striction on th e Un iversity of Maryland s duties and powers, therefore, it does not implicate Ed. § 12-204. Rather, S.G. § 12-202 is a condition preceden t for bringing a contract claim a gainst the State and/or its covered units or officers. S.G. § 12-202 requires the claimant to file his contract c laim against the State and/or its covered units or officers within one year of the date on which the claim a rose, or th e com pletion o f the co ntract th at gave rise to the claim. In the Cir cuit C ourt for P rince Ge orge s Co unty No. CAL05-11852 IN THE COURT OF APPEALS OF MARYLAND No. 8 September Term, 2007 CHARLES MAGNETTI v. UNIV ERS ITY O F MA RYL AND , COL LEG E PA RK, et al. Bell, C.J. Raker Harrell Battaglia Greene Wilner, A lan M. (R etired, Spec ially Assigned) Cathell, D ale R. (Retire d, Specially Assigned), JJ. Opinion by Greene, J. Filed: December 13, 2007 This matter arises from a wrongful termination action filed in the Circuit Court for Prince George s County by the petitioner Charles Magnetti, a state employee, against the University of Maryland, College Park, the College of Art and Humanities, and Dr. Michael Marcuse - the Director of the Professional Writing Program, a program within the College of Arts an d Hum anities (c ollective ly, the U niversity ), the resp onden ts. In June 2002, Dr. Marcuse informed Magnetti that his teaching contract with the Professional Writing Program would not be rene wed fo r the upcom ing Fall 200 2 semeste r. Magn etti alleges that Dr. Marcuse did not provide him with an explanation for his termination. Magnetti s subsequent attempts at reapplying to the Professional W riting Program were rebuffed by Dr. Marcuse. The Circuit Court, on a motion by the University, dismissed Magnetti s complaint as barred by the doctrine of sovereign immunity. The Circuit Court explained that Magnetti had failed to file his complaint within one year of the accrual date of his claim; therefore, he was unable to effectuate the statutory waiver of the University s sovereign imm unity. Thereafter, Magn etti filed a timely appeal to the Court of Special Appeals, which af firmed the Circuit Court s dismissal of Mag netti s co mplain t. Magnetti v. University of Maryland, 171 Md. App. 279, 909 A.2d 1101 (2006). On April 11, 2007, we granted certiorari, Magnetti v. University of Ma ryland , 398 Md. 314, 920 A.2d 1058 (2007), to review the following question, which we have distilled from the three q uestions presented in M agnetti s petition for writ of certiorari: 1 1 In his petition, Magnetti presents the following questions for our review: 1. Whether the trial court erred in finding that the University System Did the Circuit Court err in concluding that Md. Code (1984, 2004 Repl. Vol.), § 12-202 of the State Government Article applied to bar Mangetti s contract action against the University? We answer that question in the negative and affirm the judgment of the Court of Special Appeals. of Maryland has sovereign immunity from contract causes of action filed more than one year after the breach of contract (instead of three years) when: (1) the specific applicable statute of Md. Education Code Ann. § 12-104 and its 2004 amendments plainly require that any restrictions to § 1 2-10 4 be by specific refere nce to the U niversity System of Maryland ; (2) that to countenance the interpretation of the Court of Special Appeals would turn Md. Edu. § 12-104 (i) into surplusage (specifically incorporating the Maryland Tort Claims Act as falling under the statute, with no incorporation of the coro llary statute on contract causes of action under State Gov. § 12-202); and (3) that as part of its increased sovereignty from the State of Maryland and exercising its corporate powers, the University System of Maryland can without limitation under § 12-104, sue and be sued and e nter into contrac ts of an y kind. 2. Whethe r the Cour t of Specia l Appeals erred in determining that the Maas and Ruff test application is appropriately dealt with on a Motion to Dismiss based on a different issue and be fore the onset of discov ery (to the apparent contradiction of this Court s decision in Ruff), and if so, what is the proper procedural method for trial courts to review the ability of state age ncies to aff ord their ow n breache s of contra ct. 3. Whether University of Maryland v. Maas, 173 Md. 391 (1938) should be overruled or distinguished based on the no longer relevant or factual policy rationales underlying Maas (which took place during the Great Depression) and today provides a legal fiction in particular with respect to the University System of Maryland which is a billion dollar institution that can, w holly independ ent of State involvem ent, raise significant money on their own to pay for their breaches of contract. -2- I. Factual Background Because this appeal arises from the Circuit Court s grant of the University s motion to dismiss, we assume the truth of all well-plead ed relevan t and mate rial facts . . . as we ll as all inferences which can be reasonably drawn from the pleadings. Odyniec v. Schneider, 322 M d. 520, 5 25, 588 A.2d 7 86, 788 (1991 ). It is alleged that until June 2002, Magnetti had been em ploye d as an instructor and lecturer in the Professional Writing Program for nineteen years. Magnetti primarily taught legal writing courses; howev er, during his tenure at the U niversity, Mag netti had co me to teach every professional writing course offered to students. For at least the last ten years of his emp loyment, M agnetti u sually taug ht at leas t three co urses a s emeste r. In the performance of his duties, Magnetti received high marks in both peer and student evaluations. He w as nominated as teach er of the year four times during h is tenure at the Un iversity, w inning the honor in 199 5 and 19 96. At som e point durin g his employment with the University, M agnetti wa s notified tha t based on his longev ity with the Professional Writing Program, he was classified as a member of the Core Faculty, the highest tier in the Professional Writing Program s personnel system. While the Professional Writing Program did not sub scribe to the traditional tenure system used in many universities, in granting such designation, the Professional Writing Program guaranteed designated faculty members a continuous teaching load of at least three sections/classes per semester as long as they were continuously employed with the Professional Writing Program. -3- In June 2002, allegedly without articulating the basis, Dr. Ma rcuse notifie d Mag netti that his contract w ith the Profe ssional W riting Program would not be renewed for the upcoming Fall 2002 semester. Magnetti made subsequent attempts to reapply with the Profe ssional W riting Pr ogram ; howe ver, suc h attem pts we re rebu ffed b y Dr. M arcuse . More than three years later, on June 13, 2005, Magnetti filed a complaint in the Circuit Court for Prince George s County alleging breach of contract and breach of the implied covenan t of good faith and fair dealing and seeking specific performance to enforce the parties contra ct. Magn etti requested $300,000 in compensatory damages and that the University be ordere d to hire [M agnetti] to his previous employment position with the Professional Writing Pr ogram. M agnetti alleged that he was dismissed because of a physical handicap that affects his ability to walk - Peripheral Artery Diso rder - and b ecause of his outward appearan ce, as he w ears a beard and a pon ytail. On Septemb er 14, 2005 , the Unive rsity filed Defend ants M otion to Dismi ss, arguing that Magnetti s complaint failed to state a claim upon which relief could be granted because sovereign immunity barred Magnetti s suit. Specifically, the University argued that Magnetti filed his lawsuit some three years after his terminatio n, well beyond the one-year period set forth in Md. Code (1984, 2004 Repl. Vol.), § 12-202 of the State Government Article ( S.G. ) as the condition precedent for the waiver of the University s sovereign imm unity. -4- The Circuit Cou rt held a h earing o n the m otion o n Dec embe r 23, 20 05. At that hearing, Magnetti argued that the University s sovereign immunity had been waived pursuant to Md. C ode (1978, 20 06 Rep l. Vol.), §§ 12 -104 (a) an d (b)(3) of th e Educa tion Article ( Ed. ). Specifically, Magnetti argued that a recent amendment to Ed. § 12-104 (a), which added the language by specific ref erence, clarified the General Assembly s intent that statutory restrictions on powers granted to the Board of Regents must specifically reference the University System to be operable. According to Magnetti, S.G. § 12-202 could not then apply to the University because it served as a restriction on the ability of the Board of Regents to be sued u nder S.G . § 12-201 and the statu tory language used in S.G. § 12 -202 did not specifically reference the University System. Magnetti contended that because the provisions of Ed. § 12-1 04 applied to waive the University s sovereign immunity, only the three-year statute of limitations for general contract claims was relevant to the proceedings. The Circuit Court dismissed the complaint with prejudice, stating: Well, I believe the Stern[2] case is dispositive of the issue, and Stern does provide expressly, we hold the Board has sovereign imm unity. There was an analysis as to whether the language sued and be sued was sufficient to enact a waiver of immunity. The [C]ou rt concluded it was not. I believe the same is true here. I disagree with Mr. Wein [Magnetti s counsel] that the 2004 amendmen ts were a response to Stern. In fact, to the contrary, the Stern decision was issued [on] April 12, 2004. The legislation which ultimately was enacted was introduced in February of 2004 . . . for the purpose of providing that the authority of the Board of Regents of the 2 Stern v. Bo ard of Reg ents, 380 Md. 691 , 846 A.2d 996 (2004). -5- University System of Maryland [sic] may not be superceded by any state agency or office in certain management affairs except by a provision of law that spe cifically references the University System of Marylan d. In addition, it deleted a requirement as to the number of positions that may be created in the University System. If you look at it, it is expressly what it does. It was dealing with a different issue, that is the relationship between the University an d other state agencies. It was an issue that predated the Stern decision. It doesn t at all respond to the issue of Stern. Similarly, Conte [3] . . . also deals with th is issue. Conte, they clearly say, okay, you may be able to proceed because -- in Stern, there was no written contract. So the provisions of the S tate Gov ernm ent A rticle that h ave b een c ited d id no t app ly. In Conte there was a written contract and the issue of timeliness, they said, well, there is no confusion but that he d id file within the year required. That certainly was not the case here, th at is ultimate ly the issue . I find that there has been no broad waiver of immunity by the University of M arylan d as a nalyz ed by Stern, and no broad waiver from the general powers and duties that are explicated in 12-104 of the Education Article, for the reasons stated in Stern. I find there may be there is a limited waiver for claims based on a breach of a written contract, which might permit such a common law contract claim to be filed, and that is in the State Government Article at 12-2 01, et seq., but specifically 12-202 provides that such a claim need to be filed within one year af ter later of date [sic] in which the claim arose, o r the com pletion o f the co ntract. Under any interpretation that would be May or June 2002. Thus the claim must have been filed no later than June of 2003 under any interpretation of that. It wasn t in fact filed until 2005. 3 Towson University v. Conte, 384 Md. 68, 86 2 A.2d 941 (2 004). -6- Therefore, because it wasn t timely filed it is barred by the limitations of sov ereign im munity. Magn etti filed a timely appeal to the Court of Special Appeals. On October 27, 2006, the Court o f Special A ppeals, in a reported opinion, affirmed the Circuit Court s dismissal of Magnetti s claims, holding that sovereign immunity barred the continuation of the action. Magn etti, 171 Md. App. at 297, 909 A.2d at 1111-12. The interm ediate appe llate court held that Ed.§ 12-104 (b)(3) did not alone waive the University s sovereign immunity for Magnetti s claim because, under this Court s analysis in Stern v. Bd . of Regents , 380 Md. 691, 701, 846 A.2d 996 (2004), the General Assembly had not appropriated specific funds to satisfy judgments awarded in suits brought pursuant to that particular subsection. Magn etti, 171 Md. App. at 288-89, 909 A.2d at 1106-07. The Court of Special Appeals also held that the amended language of Ed. § 12-104(a), requiring specific references to the University System in statutory restrictions on powers given to the Board of Regents, did not render the one-year limitations period of S.G. § 12-202 inoperable in contractual cases involving the University, because S.G. § 12-202 was not a restriction on the powers of the Board of Re gents. Magn etti, 171 Md. A pp. at 295-96, 909 A .2d at 1111. The C ourt reasoned that the presc ribed limitation s period in S.G. § 12-202 acted as a restriction on Magn etti as it required him to file his claim w ithin the one -year period in o rder to effe ctuate a waiver of the University s sovereign immunity. Id. The Court concluded that because Magn etti filed his complaint outside the one-year period prescribed by S.G. § 12-202, he had failed to satisfy the condition precedent for the waiver of sov ereign im munity u nder S .G. § -7- 12-201. Magnetti, 171 Md. App. at 297, 909 A.2d at 1111-12. The Court held that Magnetti s claim could n ot go fo rward . Magn etti, 171 Md. App. at 297, 909 A.2d at 1112. Magn etti filed a Motion for Reconsideration, which the Court of Special Appeals denied. Shortly thereafter, Magnetti filed a petition for writ of certiorari. On April 11, 2007, we granted certiorari. Magn etti v. Unive rsity of M arylan d, 398 Md. 314, 920 A.2d 1058 (2007). II. DISCUSSION The doctrine of sovereign immunity is firmly embedded in Maryland law, long recognized as appl icable in actions - contra ct, tort, or otherwise - against the State of Maryland, its offic ers, and its units. Stern v. Board o f Regents , 380 Md. 691, 700, 846 A.2d 996, 1001 (20 04) ("The doctrine of sovereign immunity has long been recognized as applicable in actions ag ainst the State of Ma ryland and its of ficial representatives. ); Maryland State Highway Admin. v. Kim, 353 Md. 313, 333, 726 A.2d 238, 248 (1999) ("We have recognize d, and con tinue to note that, in Maryland, the doctrine of sovereign immunity is applicable not only to the State itself, but also to its agencies and instrumentalities, unless the General A ssembly has w aived the im munity either d irectly or by necessa ry implication."); ARA Health Servs. v. Dep t of Pub. Safety & Corr. Servs., 344 Md. 85, 91, 685 A.2d 435, 438 (1996) ("Maryland courts have long applie d the doctrin e of sove reign imm unity in actions against the S tate."); Condon v. State, 332 Md. 481, 492, 632 A.2d 753, 758 (1993) ( The doctrine [of sovereign immunity] is applicable to the State's agencies and -8- instrumentalities, unless the legislature has explicitly or by implication waived governmental immu nity. ). This doctrine prohibits suits against the State or its entities absen t its consent. Dep t of Natural Resources v. Welsh, 308 Md. 54, 58-59, 521 A.2d 31 3, 315 (1986). As we stated in Stern, when a governmental agency or actor can, and does, avail itself of the doctrine of sovereign immunity, no contract or to rt suit can be m aintained the reafter again st it unless the General Assemb ly has specifically waived the doctrine. Stern, 380 Md. at 701, 846 A.2d at 1001. Generally, w e leave the q uestions of the genera l applicability and the scope of the doctrine to the Ge neral A ssemb ly. See Stern, 380 Md. at 700, 846 A.2d at 1001 ( We have emphasized that the dilution of the doc trine of sov ereign imm unity should n ot be accomplished by the judiciary, and that any direct or implied diminution of the doctrine fa lls within the authority of the General A ssembly. ); Welsh, 308 Md. at 59, 521 A.2d at 315 ( The Gen eral A ssem bly must waive immunity either directly or by necessary implication. ). See also A ustin v. City of Baltimore, 286 Md. 51, 69-71, 405 A.2d 255, 264266 (1979) (E ldridge, J., con curring in p art, dissenting in part) (explain ing the legisla tive origins of sovereign immunity in Maryland as a rationale for the Court s continual treatment of the doctrine as a matter exclusively for the Legislature ). It is within our prerogative, however, to determine whether the doctrine applies in a specific case, which we do by asking two questions: (1) whether the entity asserting immunity qualifies for the protection; and, if so, (2) whether the legislature has w aived immunity either directly or by necessary -9- implication, in a mann er that would render the defense of immunity unavailable. ARA Health Services, 344 Md. at 92, 685 A.2d at 438. It is well establish ed that the U niversity is consid ered to be a n arm of th e State Government for the purposes of the sovere ign imm unity doc trine. See Ed. § 12-102(a)4 ; see also Stern, 380 Md. at 702, 846 A.2d 1002; Frankel v . Board o f Regents , 361 Md. 298, 301, 761 A.2d 32 4, 325 (20 00); Maas, 173 M d. at 557 , 197 A. a t 124; Pearson v. Murray, 169 Md. 478, 482, 182 A. 590, 592 (1936). Because the University qualifies as a unit of the State for the purposes of sovereign imm unity, we must discern the exten t of the University s statutory waiver of that immunity. Without a statutory waiver of the University s sovereign immunity, Magn etti may not ma intain his action against the U niversity. The U niversity acknowledges the waiver found in S.G. §§ 12-201 and 12-202, but asserts that Magn etti is barred from utilizing the waiver because he failed to satisfy the condition precedent of filing his contract claim within the prescribed one-year period . Magnetti cla ims, to the con trary, that a general waiver of the University s sovereign immunity exists in Ed. § 12-104 (b). We agree with the U nive rsity that S.G. §§ 12-201 and 12-202 apply as a waiver of the 4 Ed. § 12-102(a) provides: (a) University as body corporate and politic. (1) There is a body corporate and politic known as the University System of Maryland. (2) The University is an instrumentality of the State and a public corporation. (3) The U niversity is an inde pendent u nit of State g overnm ent. (4) The exercise by the University of the powers conferred by this subtitle is the performance of an essential public function. -10- University s sovereign immunity and hold that sovereign immunity was not waived under the circum stances of this c ase. Th erefore , Mag netti is no t entitled t o the cla imed re lief. A. The Application of S.G. §§ 12-201, 12-202 and Ed. § 12-104 (a) Magn etti contends that the Circuit Court erred in relying on S.G. §§ 12-201 and 12202 in dismissing his complaint with prejudice. Specific ally, Magnetti contends that the 2004 amen dmen t to Ed. § 12-104 (a) rendered the sovereign immunity provisions of S.G. §§ 12-201 and 12-2 02 inoper able to the Un iversity. Magn etti explains the 2004 am endmen t to Ed. § 12-104 (a) plainly stated what has readily existed since the creation of the Board of Regents in the Autonomy Act, that barring specific reference to the University System of Maryland, that matters that conflict with or restrict the Board of Regents powers and duties, are not app licable to the U niversity. H e then re asons th at S.G. § 12-202 is a restriction on the powers given under Ed. § 12-104 (b), specifically, the ability to sue or be sued and the ability to enter into contracts of any kind bec ause (1) de spite this Court s labelin g S.G. § 12-202 as a condition precedent to the waiver of sovereign immunity, S.G. § 12-202 has been comm only thought of and ref erred to as a statute of limitations, which is a synonym for restriction; and, (2) the one-year period detailed in S.G. § 12-202 conflict[s] with and restrict[s] the regular three years corporate statute of limitations. T hus, Ma gnetti asserts that, for S.G . § 12-202 to be applicable to the University, the statutory language of S.G. § 12202 ha s to spec ifically ref erence the Un iversity Syste m of M aryland. -11- Furthermore, Magnetti argues that now here in the [ Ed. §] 12-1 04 did the Board of Regents and the M aryland legislatur e choose to create a limitation to contract claims through a sovereign immunity defense. Magnetti explains that the comprehensive nature of [Ed. §] 12-104 shows th at the Gen eral Assem bly did not inten d to give the University sovereign immunity in contract cla ims. Specif ically, Magne tti points to the express incorporation of the Maryland Tort Claim Act 5 into Ed. § 12-104 (i), while noting that there exists no [such] incorporation of the provisions of Title 12, Subtitle 2 of the State Government Article. Magn etti suggests that the General Assembly purposefully excluded the incorporation of S.G. §§ 12-201 and 12-202 to the Education Article because it intended in the plain text of [Ed. §] 12-104 (b) that there should be no such limitations [against the University], [so] that common law contract causes o f action do not fall unde r the restriction of [S.G.] § 12-202 when the offending actor is the University System of Maryland. Magnetti asserts that the genera l, three yea r statute o f limitatio ns perio d applie s to his co mplain t. The University counters that the 2004 amendment to Ed. § 12-104 (a) does not render S.G. § 12-202 inapplicab le to the Un iversity. The U niversity asserts tha t as the [C ]ircuit [C]ourt correctly concluded, nothing in the language of the Education Article § 12-104 (a) suggests that the legislature intended to override the common law principles of sovereign immunity that are preserved in State Government § 12-202. Rather, the U niversity argues 5 Md. Code (1984, 2004 Repl. Vol.), §§ 12 -101 throu gh 12-11 0 of the S tate Government Article. -12- that both the Circuit Court and the Court of Special Appeals found that the stated purpose of the legislation w as to define the relationsh ip betwee n the Boa rd of Reg ents and o ther state agencies. Therefore, the University contends, Ed. § 12-104 (a) does not affect the applicability of S.G. § 12-202 to the Unive rsity, and, as such, M agnetti was requ ired to file his complaint against the Unive rsity within the pres cribed o ne-year p eriod. The Un iversity maintains that Magnetti s complaint is thus barred by sovereign immunity because he failed to file w ithin tha t one-yea r period . We ag ree with the Un iversity. Title 12 of the State Government Article governs the liability of governmental entities, defining the scope a nd gener al applicability of th e doctrine o f sovereig n immun ity. Of particular interest to the case sub judice, Subtitle 2, entitled Actions in Contract, defines the extent to which the State and/or its covered officers and units waive sovereign immunity in -13- contract actions.6 S.G. § 12-201, entitled Sovereign immunity defense ba rred, reads in 6 In 1976, the General Assembly first addressed the State s use of the common law doctrine of sovereign immunity in contract actions. See 1976 Md. Laws, Ch. 450. Concerned, in part, abou t the moral im plications of the State s use of the common law doctrine in contract actions, the Gene ral Assembly sought to w aive the State s and its political subdivisions sovereign immunity, subject to certain conditions and limitations. Id. ( The Governor s Commission to Study Sovereign Immun ity believes that there exists a moral obligation on the part of any contracting party, including the State or its political subdivisions, to fulfill the oblig ations o f a con tract[.] ) . Indeed, as Judge Wilner, writing for this Court in Baltimore County v. RTKL Associates, Inc., 380 Md. 670, 846 A.2d 433 (2004), stated in discussing the legislative history behind the passage of House Bill 885: Until the enactment of that law , the State and its agen cies enjoyed a commo n law sov ereign imm unity from suits in both contract and tort: neither a contract nor a tort action [could] be maintained against the State un less specific legislative consent had been given and funds (or the means to raise them) are available to satisfy the judgment. RTKL, 380 Md. at 674-75, 846 A.2d at 436 (quoting Welsh, 308 Md. at 58-5 9, 521 A.2d at 31 5 (1986)). The General Assembly enacted five separate provisions for the waiver of sovereign immunity in contact actions, including Article 41, § 10A, the precursor to S .G. §§ 12-201 through 12-203. See 1976 M d. Law s, Ch. 4 50; M d. Cod e (1976 ), Art. 23 A, § 1A (applying the waive r of sovere ign immu nity in contract actions to incorporated municipalities); Md. Code (1976), Art. 25, § 1A (applying the waiver of sovereign immunity in contract actions to non-chartered, non-code counties) Md. Code (1976), Art. 25A, § 1A (applying the waiver of sovereign immunity in contract actions to chartered counties); Md. Co de (1976), Art. 25B, § 13A (applying the waiver of sov ereign immunity in contract actions to c ode counties); Md. Code (1976), Art. 41, § 10A (applying the waiver o f sovereig n immun ity in contract actions to the State, its officers, and its administrative departments). In doing so, the General Assemb ly noted that it was attempting to satisfy this Court s holding that, under the common law doctrine of sovereign immu nity, a suit canno t be maintain ed against th e State or its political subdivisions, unless authorized by the Legisla ture, and fu nds are av ailable to satisfy any judgment rendered. 1976 Md. L aws, C h. 450. See Maas, 173 Md. at 558, 197 A. at 124 (stating that . . . suits may not be maintained [against the State] unless money has been appropriated for the payment of such dam ages as m ay be award ed, or the ag ency itself is authorized to raise mon ey for that purp ose. ); Board o f Trustees of Howard C ommu nity College v. John K. Ruff, Inc., 278 Md. 580, 590, 366 A.2d at 366 ( This Court has consistently held that suits may not be maintained unless money has been appropriated for the payment of such damages as may be awarded, or the agency itself is authorized to raise money for that purpose. ) (continued...) -14- pertinent pa rt: (a) Except as otherwise expressly provided by a law of the State, the State, its officers, and its units may not raise the defense of sovereign immunity in a contract action, in a court of the State, based on a written contract that an official or employee executed for the State or 1 of its un its while the official or employee w as acting w ithin the scope of the authority of the official or employee. S.G. § 12 -202 prov ides that: A claim under this subtitle is barred unless the claimant f iles suit within 1 year after the later of: (1) the date on which the claim arose; or (2) the completion of the contract that gives rise to the claim. Magnetti does not contest that S.G. § 12-201 applies to the Univ ersity. Indeed, it is without question that the waiver of sovereign imm unity applies a nd in clud es the Un iversity. In Stern, we held th at S.G. § 12 -201 wa s applicable to the University in the dispute over a tuition increase on the theory of a breach of contract, stating: There is no doubt . . . that the Board is considere d to be an arm of the State Government for the purposes of asserting the defense of sovereign immu nity. See Md. Cod e (1978, 2001 R epl. Vol.), § 12-102 of the Education Article; see also Frankel v. Board of Regents of University of Maryland System, 361 Md. 298, 301, 761 A.2d 324, 325 (...continued) The statutory language pertaining to the w avier of sovereign imm unity of the Sta te and its covered officers and units has been recodified twice since its original enactment. On July 1, 1981, the statutory language of Article 41, Section 10A was transferred without substantive change to Article 21, Sections 7-101 and 7-102. 1980 Md. Laws, Ch. 775, § 8. See also Md. Code (1957, 1973 Repl. Vol., 1980 Supp. Vol.), Art. 21, §§ 7-101 & 7-102. In 1984, the Gen eral A ssem bly, in enacting the State Government Article, recod ified Article 21, §§ 7-101 & 7-102 without substantive chang e as Sec tion 12 -201, et seq. 1984 Md. Laws, Ch. 284, § 1. -15- (2000) (recognizing that the University of Maryland, which is a part of the University System of Maryland, is an independent unit of the Maryland State government); Maas, 173 Md. at 557, 197 A. at 124 (recognizing that the Un iversity of Maryland was a State actor for the purposes of sovereign immunity); Pearson v. Murray, 169 Md. 478, 482, 182 A. 590 (1936) (holding that the University of Maryland Law School was a State agency). [T]he Board is clearly considered a State actor . . . . Stern, 380 Md. at 702, 846 A.2d at 1002 (footn ote om itted). See also T owson U niv. v. Conte , 384 Md. 68, 96, 862 A.2d 941, 957 (2004) (recognizing that claims over state employment contracts are sub ject to the one-yea r condi tion pre ceden t set forth in S.G . § 12-202); Frankel, 361 Md. at 308, 761 A.2d at 329 (noting that Frankel s claim of a tuition overcharge against the University of Maryland was not barred by S.G. §§ 12-201 and 12-202 because Frankel filed w ith the on e-year pre scribed period ). As explained above, M agnetti dispu tes the applicability of S.G. § 12-202 to the University on the basis of the 2004 amendment to Ed. § 12-104 (a). Ed. § 12-104 (a), as amended in 2004, now reads as follows: In addition to any other powers granted and duties imposed by this title, and subjec t to the provis ions of Title 11 of this article and any other restriction imposed by law by specific reference to the University System of Maryland, or by any trust agreement involving a pledge of property or money, the Board of R egents has the pow ers and duties set forth in this section. We find this argum ent withou t merit. First, in State v. Sharafe ldin, 382 Md. 129 , 148, 149, 854 A .2d 1208, 1219 (2 004), Judge Wilner, writing for this Court, explained that S.G. §§ 12 -201 and 12-20 2 were -16- intended as a conditional waiver of the State s sovereign immunity in contract actions, and must be read together. (Emphasis added). Specifically, Section 12-201 precludes the State and its agen cies from ra ising the def ense of so vereign im munity in a co ntract action in a court of the State, meaning a court that is part of the Maryland judiciary. Sharafeld in, 382 Md. at 149, 854 A.2d at 1219. We ultimately held th at [S.G.] § 12-202 is n ot a mere sta tute of limitations bu t sets forth a co ndition to the action itself . As Judg e Wilner p ointed out, [t]he waiver of the State s immunity vanishes at the end of the one-year period [specified in S.G. § 12-202], and an action filed thereafter is . . . [barred]. Sharafeld in, 382 Md. at 148-49, 854 A.2d at 1219. Therefore, it is clear that S.G. §§ 12-201 and 12-202 must be read together in order to understand the limitation and/or condition of the University s waiver of sovere ign imm unity in co ntract ac tions. In addition , a plain reading of the statutory provisions suggests that Ed. § 12-104 (a) does not affec t the applicab ility of S.G. § 12 -202 to the in stant matter. B y its plain terms, Ed. § 12-104 (a) is applicable only to those restrictions affecting the powers and duties of the Board of Regents. S.G. § 12 -202, how ever, places upon the c laimant, not th e Univer sity System of M aryland, the condition p recedent f or bringing a contract cla im against th e State and/or its covered u nits or office rs. Therefo re, we hold that S.G. § 12-202 is not a restriction placed upon the University and thereby does not implicate Ed. § 12 -104 (a). O n the contrary, S.G. § 12-202 is a statutory require ment app licable only to claimants seeking relief against the State through a contract claim. -17- By its plain language, Ed. § 12-104 (a) extends to the Board of Regents every duty and power set forth in Title 12 of the Education Article, including those delineated in Ed. § 12104 (b), sub ject to (1) any an d all restrictions se t forth in Title 11 of the Education Article, (2) any trust agre eme nts in volv ing a pled ge of pro perty or money, and (3) a ny other restriction imposed by law. Notably, the statutory language further requires that any restriction outside those in Title 11 of the Educ ation Article a nd in cove red trust agre ements must specifically reference the Unive rsity System to be applicable to the University System of M aryland. In Kushell v. Dep t of Natural Resources, 385 Md. 563, 576-77, 870 A.2d 186, 193-94 (2005), w e discussed statutory interpretatio n, stating: The cardinal rule of statutory interpretation is to ascertain and effectuate the intent of the Legislature. Statutory construction begins with the plain language of the statute, and ordinary, popular understanding of the En glish langua ge dictates inte rpretation of its term inology. In construing the plain lang uage, [a] c ourt may neith er add nor delete language so as to reflect an intent not evidenced in the plain and unambiguous language of the statute; nor may it construe the statute with force d or subtle in terpretations that lim it or extend its applica tion. Statutory text should be read so that no word, clause, sentence or phrase is rendered superfluous or nugato ry. The plain language of a provision is not interpreted in isolation. Rather, we analyze the statutory sche me as a w hole and a ttempt to harmonize provisions dealing with the same subject so that each may be given effect. If statutory language is unambiguous when construed according to its ordinary and everyday meaning, then we give effect to the statute as it is written. If there is no ambiguity in that -18- language, either inhere ntly or by referenc e to other rele vant laws or circumstances, the inquiry as to legislative intent ends; we do not need to resort to the va rious, and so metimes in consistent, external rules of construction, for the Legislature is presumed to have meant what it said and said wha t it meant. (Internal citations omitted). We have also stated that this Court must read and construe legislative dilution of governmental immunity narrowly in order to avoid weakening the doctrine of sovereign immunity by judicial fiat. Stern, 380 Md. at 720, 846 A.2d at 1012-13. When read narrowly, S.G. § 12-202 is clear and unam biguous in its purpose. In plain language, S.G. § 12-202 bars a claimant from seeking relief against the State or its covered officers or units in a contract action if the claimant does not file his or her claim within one year of the claim s accrual date. S.G. § 12-202 clearly places the burden of effectuating a waiver of sovere ign immu nity on the claim ant, as it is the claim ant who must file within one year of the claim s accrual date to enjoy the waiver of sovere ign immu nity. As we sta ted in Sharafeld in, [S.G.] § 1 2-202 is not a mere statute of limitations [which can be waived] but sets forth a condition to the action itself. Sharafeld in, 382 M d. at 148 -49, 854 A.2d at 1219. In our v iew, S.G . § 12-202 does not explicitly or by implication affect the University s ability to sue or be sued bec ause no re striction is placed upon the Board of Regents or the Uni vers ity. Therefo re, we hold that the statutory requirements contained in Ed. § 12-104 (a) do not a ffect th e applic ability of S .G. § 12 -202 to the insta nt matte r. As a second ary argumen t, Magne tti contends th at the Co urt of Special Appeals opinion fails to properly consider and is inconsistent with this Court s decision in Maryland- -19- National Capital Park and Planning Commission v. Anderson, 395 Md. 172, 909 A.2d 694 (2006). Magnetti argues that, like the case before this Court in Anderson, there are two competin g and con flicting statutes a t play in the case sub judice - the spe cific stat ute Ed . § 12-104 and the genera l statute S .G. § 12 -202. Magnetti then quotes the following language from Anderson to argue that, as the more specific statute, Ed. § 12-104 overrules the applicability of S.G. § 12-202 to the instant matter: It is well settled that when two statutes, one general and one specific, are found to conflict, the specific statute will be regarded as an exception to the general statute. Anderson, 395 Md. at 194 , 909 A.2d at 707 (internal quotation marks and citation omitted). Magnetti asserts that his claim, as a common law breach of contract action unde r Towson University v. Conte, 384 Md. 68, 862 A.2d 941 (2004 ), enjo ys a three year limitations period. We disagree with Magnetti s assessment of the conflict and find Anderson inapplicable to the instant case. In Anderson, this Court examined the interplay between competing and conflicting statutes, namely, the Law E nforcement O fficer s Bill of Rights ( LEOBR ) 7 , and the state Administrative Procedure Act ( APA )8 . Anderson, 395 Md. at 176-77, 909 A.2d at 696. Specific ally, we were called upon to examine whether a[n administrative b]oard s finding of not guilty entitles the [Maryland -National C apital Park a nd Plann ing] Com mission to seek judicial review of that decision under the L EOB R or the A PA an d, if it did, to 7 8 Md. Code (2003), § 3-101 et seq.of the Public Safety Article. Md. C ode (198 4, 2004 R epl. Vol.), § 1 0-222 of the State G overnm ent Article. -20- determine if the judicial review provisions of the APA conflict[ed] with the judicial review provisions of the LEOBR. Anderson, 395 M d. at 181 , 909 A .2d at 69 9. In reviewing the statutory language of both the LEOBR and the APA, we determined that the two statutes conflicted as to whether the Commission could seek judicial review of an advers e adm inistrative decisio n - that is, a not gui lty finding . Anderson, 395 Md. at 19293, 909 A.2 d at 706. W e read the L EOB R to conta in specific and strict requirements for judicial review , name ly, a guilty finding from the administrative board and a final order from the Chief or his designee regarding the penalty for the officer s condu ct. Anderson, 395 Md. at 188, 909 A.2d at 703. We then noted that the APA normally permits an agency to seek judicial review of an adverse administrative decision. Anderson, 395 Md. at 192-93, 909 A.2d at 706. Because we found the statutes to conflict as to whether the Commission could seek judicial review of an adverse administrative decision, we were required to determine which statute was co ntrolling in that ca se. In doing so, we set forth the following statement of law regarding conflicting statutes: It is well settled that when two statutes, one general and one specific, are found to conflict, the specific statute will be regarded as an exception to the ge neral sta tute. Ghajari, 346 Md. at 116, 695 A.2d at 150 (citing Farmers & Merchants Bank v. Schlossberg, 306 Md. 48, 63, 507 A.2d 17 2, 180 (1986). In Ghaja ri, we stated that when the statutes conflict, the specific statute is controlling and the general statute is repealed to the extent of the inconsistency. Ghaja ri, 346 Md. at 116, 6 95 A.2 d at 150. In such a case, the court should give effect to the specific statu te in its entirety and sh ould retain as much of the general statute as is reasonably possible. Id. -21- Anderson, 395 M d. at 194, 90 9 A.2d a t 707. We concluded that the LEOBR was the controlling statute as it provided exclusive ad ministrative remedies for law enforcement officers and thus superseded any conflicting provision of the APA.9 Anderson, 395 Md. at 195, 909 A.2d at 707. As explained above, we co nclude that the p lain lang uage o f S.G. § 12-20 2 and E d. § 12-104 (a) do not conflict. Ed. § 12 -104 (a), in essence, d efines the re lationship between the Board of Rege nts and other state agencies and delineates the statutory limits of the Board of Regents powers and duties. 10 S.G. § 12 -202, on th e other han d, is a statutory requ irement, a condition p recedent, ap plicable on ly to claimants seeking relief agains t the State (or its covered officers or units) through a contract claim. S.G . §12-202 does not a ct to implicate the powers or duties of the Board of Regents or the University System of Maryland. Because 9 In so concluding, we determined that the LEOBR was written for a specific subset of individuals who work for specific state agencies [(which Anderson did)], whereas the APA applie[d] to these individ uals and g lobally all other individuals working for all other State agencies. Anderson, 395 Md. at 194, 909 A.2d at 707. In addition,we pointed out that there was specific language in the LEOBR which indicated tha t the LEO BR sho uld control over co nflicting statutes, in cluding the AP A. Id. 10 Ed. § 12-104 (a) was amended in 2004 to clarify the law regarding the governance of the University System of Maryland after similar langu age was enac ted for St. Mary s College of Maryland in 2003. Senate Bill 738, which contained the amendment, provided the following purpose for the amendment: providing that the authority of the Board of Regents of the University System of Maryland may not be superseded by any State agency or office in ce rtain mana gement a ffairs exce pt by a provisio n of law th at specifically references the University System of Maryland. It is clear from the purpose of the amendment that the General Assembly intended to clarify the University System of Maryland s relationship with other state agencies as it gave the University System of Marylan d more autono my in the m anage ment o f its affa irs. -22- S.G. §12-202 and Ed. §12-104 (a) do not conflict or compete in their provisions regarding the University s so vereign im munity, we d o not find o ur analysis in Anderson applicable to the case sub judice. In sum, we hold that S.G. § 12-202 is the applicable condition precedent to the bringing of a contract-based cause of action against the State and/or a covered unit or employee. Magnetti does not contest that his complaint was filed outside the one-year period prescribed in S.G. § 12-202. Ind eed, the Circuit Court docket indicates that Magnetti filed his complaint on June 13, 2005, nearly three years after his claim against the Unive rsity arose. Failure to satisfy the condition precedent results in the dismissal of the action as the State has retained its immu nity from such su its. Sharafeld in, 382 Md. at 148, 854 A.2d at 1219 (2004). Because he filed the complaint outside the one-year time period, he did not satis fy the conditio n pre cede nt fo r a w aive r of the U nive rsity s sove reign immun ity. B. The P rovisio ns of E d. § 12-104 (b) As his alternative basis, Magnetti con tends that four provisions o f Ed. § 12-104 (b ), when read together, wholly waive the University s sovereign immunity in contract actions for teachers with common law claims of breach of contract - Ed. § 12-104 (b) (1), (3), (5) and (8).11 Specific ally, Magnetti argues that Ed. § 12-104 (b)(1), in discu ssing how the Unive rsity 11 Ed. § 12-104 (b) reads as follows: (b) Exercise of corporate powers. In addition to th e powe rs set forth elsewhe re in this title, the U nive rsity m ay: (continued...) -23- can exercise its statutorily-granted corporate powers, stresses the non-governm ental nature of many of the functions of the University and illustrates the ability of others to deal with the University on an equitable basis in the exercise of these powers, withou t the University s use of sovereign immunity. These corporate powers include the powers to sue and be sued, 11 (...continued) (1) Exercise all the corporate po wers granted Maryland corporations under the Maryland General Corporation Law; (2) Adop t and alter an o fficial seal; (3) Sue and be sued, complain, and defend in all courts; (4) Mainta in an office at the place the Board of Regents may designate; (5) Enter into c ontracts of a ny kind, and e xecute all instr uments necessary or convenient w ith respect to its carrying out the powers in this s ubtitle to acco mplish th e purpos es of the U nive rsity; (6) Subject to the provisions o f subsectio n (h) of this section, acquire, hold, lease, use, encumber, transfe r, exchange, or dispose of real and pers onal property; (7) Borrow mon ey fro m an y sour ce to acqu ire perso nal p rope rty as provided in § 12-105(c) of this subtitle; and (8) In addition to the powers set forth in Title 19 of this article and subject to the approval of the Board of Public Works, borrow money from any source for any corporate purpose, including working capital for its operations, reserve funds or interest, and mortgage, pledge, or otherwise encumber the property or funds of the University, and contract with or en gage the se rvices of an y person in co nnection w ith any financing, including financial institutions, issuers of credit, or insurers. -24- complain and defend ac tions in court, make contracts an d guarantees, and incu r liabilities and borrow money. With regard to Ed. § 12-104 (b)(3) and Ed. § 12-104 (b)(5), Magnetti argues that this Court h eld in Frankel that these provisions waive the University s sovereign immunity in contract actions concerning its statutory duties and obligations. Lastly, Magnetti contends that [Ed.] § 12-104 (b)(8) underscores how the University System of Maryland, due to its corporate nature, has many available op tions in paying o ff judgm ents and su its, including borrow [ing] mon ey from any so urce for an y corporate purpose ¦and contract[ing] with or engag[ing] the services of any person in connection with any financing, including financial instructions, issuers of credit, or insurers. The University counters that Magnetti s reliance on Frankel is misplaced as this Court s decision in Stern clarified Ed . § 12-104 (b)(3) s role in w aiving the U niversity s sovereign immunity. The University asserts that Stern made it clear that Ed. § 12-104(b)(3) alone was insuf ficient to waive the Un iversity s sovereign immunity because, un der Maas and Ruff, actions requesting a mo netary judgment must set fo rth both an express statutory waiver of sovereign immunity and the availability of funds to satisfy an adverse jud gment. The University argues that Magnetti is unable to show that funds have been appropriated for the p urpose of satisf ying adv erse jud gmen ts. We need not address this issue as Magnetti has clearly failed to satisfy the necessary condition precedent for the waiver of the University s sovereign immunity. It is clear that the instant matter falls within th e coverag e of S.G . §12-201 . Indeed, ne ither the Un iversity -25- nor Magnetti has ever argued that the instant matter falls outside the coverage of S.G. § 12201. So long a s an action a gainst the Sta te and/or its covered officers or units, including the Uni vers ity, falls within the applicability of S.G. § 12-201, the claimant must fulfill the condition precedent set forth in S.G. § 12-202 in order to effectuate the waiver of sovereign imm unity.12 This is true regardless of the express statutory waiver relied on by the claimant in his or her contract claim against the State and/or its covered officers or units. A claimant may not choose to disregard the requirements for a waiver of sovereign immunity under S.G. §§ 12-201 a nd 12-20 2 in favo r of a noth er sta tutory wa iver of so vere ign immunity, if S.G. §§ 12-201 is applica ble to his or her c laim. We believe that to do otherwise would negate our duty to read and construe overlapping statutes togethe r and in harmo ny. See Gwin v. Motor Vehicle Admin ., 385 Md. 440, 462, 869 A.2d 822, 834 (2005) (citation omitted) ( [W ]here 12 Magnetti points to Frankel for support of his contention that the provisions of Ed. § 12-104 (b), when read together, waive the University s so vereign im munity in contract actions concerning matters within the scope of the University s statutory duties and obligations. It is clear from our analysis in Stern, however, that the Frankel Court s use of Ed. § 12-104 (b)(3) to find a wavier of sovereign immunity, without a discussion of the matter s application to S.G. § 12-201, is limited to the facts of that case, namely, a contract action to recov er tuition overch arges. Stern, 380 Md. at 710, 846 A.2d at 1007. It was not necessary for this Court, in Frankel, to determine whether S.G. § 12-201 a pplied to Mr. Frankel s claim again st the Univ ersity because, there was legislation enabling the Board to adopt a policy regarding residency reclassifications and an express policy adopted by the Board pursuant to that authority relating to residency reclassifications and refunds of tuition sums in nece ssary insta nces. Stern, 380 Md. at 710, 846 A.2d at 1007. Nevertheless, we noted in Frankel that [e]ven if the only basis for [M r. Frankel s] claim were the general waiver of gover nmental im munity in con tract actions . . . , [M r. Frankel] s c laim wou ld not [have been] barred by the one year period of limitations in [S.G. §] 12-202. Frankel, 361 Md. at 308, 761 A.2d at 329. -26- statutes relate to the same subject matter, and are not inconsistent with each other, they should be construed together and harmonized where consistent with their general object and scope. ). JUDGMENT OF THE COURT OF SPECIAL APPEALS AFFIRMED. COSTS IN THIS COURT AND IN THE COURT OF SPECIAL APPEALS TO BE PAID BY PETITIONER. -27-

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