Bartenfelder v. Bartenfelder , No. 934, , September Term, 2018, No. 2052, September Term

2019. Argued: September 12, 2019. Opinion by Gould, J.

CORPORATIONS

– CLOSE CORPORATIONS

– STATUTORY RIGHT TO ELECT TO PURCHASE SHAREHOLDER STOCK IN A DISSOLUTION Section 4

- 603(a) of the Corporations and Associations Article of the Maryland Code Annotated (1975, 2014 Repl. Vol.) may be exercised to avoid the dissolution of a close corporation, or the appoi ntment of a receiver in a dissolution proceeding, but not to avoid the appointment of an equitable receiver outside of the dissolution context.Circuit Court for Harford County

Case No. 12

- C

- 17

- 000355

REPORTED
IN THE COURT OF SPECIAL APPEALS

OF MARYLAND CONSOLIDATED
No. 0934, September Term, 2018

and No. 2052, September Term 2019

______________________________________ KIMBERLY BARTENFELDER

v. THOMAS BARTENFELDER

______________________________________ Wright, Gould, Harrell, Glenn T., Jr. (Senior Judge, Specially Assigned)

JJ.

______________________________________

Opinion by Gould, J.
ON MOTION FOR RECONSIDERATION

___________________________________

Filed: October 28, 2020 * Kehoe, Christopher J. did not participate in the Court’s decision to report this opinion pursuant to Maryland Rule 8

- 605.1.This is a dispute between two stockholders of two close corporations

. O ne sought

the appointment of a receiver to take charge of the companies to prevent the continued alleged wrongdoing of the other . The alleged wrongdoer sought to leverage the demand
for the appointment of a receiver into a statutory right to buy out the complaining
stockholder. The issue we must decide is whether a complaint seeking the appointment of
a receiver but not the dissolution of the company, trigger s the statutory right of an other
stockholder , under Section 4

- 603(a) of the Corporations and Associations Article of the Maryland Code Annotated (“CA”) (1975 , 2014 Repl. Vol.), to purchase the complainant’s stock in the subject company. We hold that , in the absence of a petition for diss olution, the request for a receiver does not trigger the statutory purchase right. For the reasons that follow, therefore, we shall reverse the ruling of the C ircuit C ourt for Harford County

. 1

F ACTUAL AND PROCEDURAL BACKGROUND Kimberly Bartenfelder and Thomas Bartenfelder are the sole stock holders of two Maryland close corporation s, Bartenfelder Sanitation Service, Inc. (“Bartenfelder Sanitation”), and Bartenfelder Landscape Service, Inc. (“Bartenfelder Landscape , ” and together with Bart enfelder Sanitation, the “ Corporations ” ) , and the sole members of a Maryland limited liability company, 3340 Forge Hill LLC (the “LLC”)

. 2

1 Subsequent to the initial issuance of this opinion, Mr. Bartenfelder moved for reconsideration. Although we denied his motion, we have withdrawn and reissued this opinion with a change to what used to be footnote 3 and is now footnote 4, and by adding ne w footnotes numbered 6, 8, 21, and 22 to address the issues raised in his motion.

2 The Corporations and the LLC are together referred to herein as the “ t hree c ompanies

. ”2

In February 2017, Ms. Bartenfelder filed a complaint in the Circuit Court for Harford County against Mr. Bartenfelder and the t hree c ompanies. Ms. Bartenfelder
accused Mr. Bartenfelder of assorted wrongdoing s in connection with the t hree c ompanies , including the alleged misuse or misappropriation of company funds and corporate waste.
The complaint included two counts. In Count I, styled “Injunctive Relief/Receivership,” Ms. Bartenfelder alleged that she would suffer immediate and irreparable injury, loss , or damage if Mr. Bartenfelder wa s:

• “permitted to continue to prevent Plaintiff from acting in her role as President and majority shareholder of Sanitation, and as an officer, and/or managing member and/or 50% shareholder of the other Business” ;

• “ permitted to continue to dissipate and co n vert corporate assets to his own personal use, as the loss of funds and revenue to the Business will result in a loss of future business opportunities and revenue that cannot be accurately determined”; and

• “ permitted to continue to transfer the clients, jobs, and operations of the [ t hree c ompanies] to t hird parties in which Plaintiff has no interest, as this will cause the [ t hree c ompanies] to incur a loss of revenue as a result in an amount that cannot be definitely determined.”
Count I requested injunctive relief to stop Mr. Bartenfelder from inte rfering with Ms. Bartenfelder’s alleged lawful acts with regard to the three companies and to stop Mr. Bartenfelder’s alleged misu s e of corporate funds and assets, and the appointment of “ a receiver to have full and sole power over the accounts and operati ons of” the t hree

c ompanies and to prevent Mr. Bartenfelder from firing or threatening to fire any employee

. Count I also requested that the receiver be authorized “ to retain a forensic accountant to
trace all transfers from the [ t hree c ompanies] and use of funds , ” and further requested an award of damages, expenses, attorneys’ fees, and costs. Count II sought declaratory relief3

and asked the court to find that certa in acts that Ms. Bartenfelder undertook regarding
Bartenfelder Sanitation were “effective, binding and lawful

. ” Upon receipt of the complaint, Mr. Bartenfelder’s counsel delivered a letter to Ms. Bartenfelder’s counsel claiming that Ms. Bartenfelder’s lawsuit triggered his right under CA § 4

- 603(a) to acquire her shares in the Corporations , and that Mr. Bartenfelder elected

to exercise that right. Mr. Bartenfelder filed an answer to a part of Count I of the complaint

— specifically, Ms. Bartenfelder’s request for the appointment of a receiver. In his answer, Mr. Bartenfelder asked the court to enforce his election to purchase Ms. Bartenfelder’s stock in the Corporations. The prayer for relief in Mr. Bartenfelder’s answer stated: WHEREFORE, Mr. Bartenfelder seeks to have this Honorable Court stay the Dissolution Count as he has exercised his statutory right to purchase whatever interest in the Companies that Ms. Bartenfelder holds pursuant to Corp. & Assoc. Art. 4

- 603. Since the p arties will not be able to reach an agreement on the fair value of Ms. Bartenfelder’s interest, Mr. Bartenfelder has also moved the Court to establish a bond in accordance with the statute and determine a fair value of Ms. Bartenfelder’s interests. Mr. Ba rtenfelder respectfully also requests such other and further relief as the Court deems appropriate. Mr. Bartenfelder also moved to dismiss the complaint and to stay further proceedings. In support of his motion to stay, Mr. Bartenfelder argued that beca use he had exercised his right to purchase Ms. Bartenfelder’s stock in the Corporations and because they could not agree on the fair value of her stock, the court was required under CA § 4

- 603(b) to stay further proceedings while the parties and the court implement ed the valuation process outlined in the statute.4

Additional motions practice ensued , primarily by Mr. Bartenfelder, including a motion for summary judgment and a motion for injunctive relief to bar Ms. Bartenfelder’s
involvement in the Corpora tions and to enforce Mr. Bartenfelder’s election to purchase her
stock. In January 2018, Ms. Bartenfelder filed a verified amended complaint with four
counts. In C ount I , Ms. Bartenfelder again requested equitable relief related to the t hree

c ompanies but dropped the request for the appointment of a receiver. In C ount II , she again
asserted a claim for declaratory judgment as to Ms. Bartenfelder’s actions in connection

w ith Bartenfelder Sanitation. In C ount III , she asserted a breach of contract claim for damages and a temporary restraining order with respect to , among other things , a shareholders’ agreement for one of the companies. In C ou n t IV , she alleged that Mr.
Ba rtenfelder breached a contractual covenant not to compete with one of the companies
and sought injunctive relief and damages. Mr. Bartenfelder moved to strike the a mended

c omplaint. 3 The court convened a hearing on April 30, 2018 , to resolve the open motions . The

court began with Mr. Bartenfelder’s motion for a stay of the proceedings pending the

3 As indicated above, Ms. Bartenfelder filed an amended complaint that did not include a request for a receiver. It doesn’t appear to us that the court ruled on Mr. Bartenfelder’s motion to strike the amended complaint, in which case the operative complain t would be the amended complaint. Because Mr. Bartenfelder exercised his purported right before the amended complaint was filed, it appears that the court concluded, at least implicitly, that Mr. Bartenfelder’s election was not nullified by Ms. Bartenfeld er’s attempt to withdraw the request for a receiver. That issue

— whether Ms. Bartenfelder’s filing of her amended complaint nullified Mr. Bartenfelder’s prior election

— is not before us.5

valuation of Ms. Bartenfelder ’s stock

. Mr. Bartenfelder’s counsel argued that Ms.
Bartenfelder ’s requested relief , if granted, would re quire the court to “take control of the business from the companies and then never get it back or dissolve.” Accordingly, he contended that Ms. Bartenfelder’s complaint triggered his statutory right to purchase her
stock in the Corporations , and that the court’s intervention was necessary to determine the price for the stock. Ms. Bartenfelder’s counsel countered that Ms. Bartenfelder requested an equitable receiver, not a statutory receiver appointed in a dissolution proceeding. Ms. Barte nfelder’s counsel further argued that , because the complaint did not seek to dissolve the Corporations , the statutory election right was not triggered. The court agreed with Mr. Bartenfelder and ruled as follows: In this matter one thing that has become abundantly clear to the Court is that the parties cannot co

- manage the business as co

- owners. In this case the Court has to make a determination about whether what Ms. Bartenfelder was asking for was, in fact, an equitable receivership or as Mr. Bartenfe lder has asked or has characterized as whether it is an opportunity for h is election under the Corporations and Associations statute to elect to purchase her shares.

* * * * In large part, I don’t think that a receivership under this Court’s direction as Ms. Bartenfelder has asked the Court to do is going to work. I say that it is not going to work, one, because of the parties[’] inability to co

manage the business, to operate the business as co

- owners; but, two, also because I also find that pursuant to that statute, even though [Ms. Bartenfelder] didn’t want to call it a receivership as arising from the statute, that really is the only option that works given the facts of the case. So, at this point I am going to find that

— and the parties agree on th e fact that this is a close corporation.6 * * * * I don’t think that that is an issue. At this point I do think that the statute is triggered for the Court to then appoint the appraisers to determine what the fair value is of the stock in this case. That Mr. Bartenfelder, then based on what the Court de termines after it receives the report of those appraisers, make a determination as to what should then happen at that point. I would at this point then direct that the bond be in the amount of $60,000.00. I would ask that both counsel provide me with nam es of individuals that you know that are qualified in this area. The Court also will make its own inquiries as to appropriate appraisers and then make a determination as to which three to appoint. The court did not enter a written order, but the docket e ntry regarding the court’s ruling ( the “First Order”) stated : Arguments heard from counsel as to Defendant’s Motion to Stay and Plaintiff’s Motion for Equitable Receivership. [ 4 ] Court rules that an appraiser is to be appointed to determine fair value of business. Both parties to advise court of three appraisers each and the court will also suggest three appraisers [it deems] appropriate. Bond is set [at] $60,000.00. After the appraisals are complete, Court will make a determination as how to proceed

. [ 5 ]

4 W e assume that the docket entry referred to Ms. Bartenfelder’s req uest for a receiver as stated in her complaint or in her motion for a temporary restraining order that she filed with her complaint

.

5 The inclusion of th is last sentence appears to refer to Mr. Bartenfelder’s counsel’s explanation at the hearing of his understanding of the appraisal and valuation process: Once the report comes back from the appraisers, the parties then have an opportunity to come to the Court very similar to an arbitra tion proceeding where you get an award and then you can see [k] to confirm it, you can seek to modify it or you can seek to have it rejected all together. In that respect, Your Honor is not bound by the report should Your Honor decide there is a different value. That ’ s spelled out also in [CA § 3

- 210]

. The appraisers, once the report is submitted to you, Your Honor, you then can determine the fair value. You then determine the purchase timing and terms on which the purchase is to be made, again to protec t both parties so that it is fair the way that the money is to be paid out. Then finally the Court determines the cost. The statute again controls what happens here.7

Ms. Bartenfelder filed a motion for reconsideration, which the court denied. Ms. Bartenfelder filed a notice of appeal on July 17, 2018, which was docketed by this Court

as Nu mber 934 , September Term , 201 8 (the “First Appeal”). While the First Appeal has been pending , th e case proceeded in the circuit court with the appraisal process to determine the fair value of Ms. Bartenfelder’s stock in the Corporations . Although the dock et entry did not mention the stay of the proceedings as requested by Mr. Bartenfelder pursuant to CA § 4

- 603(b), the record reflects that the proceedings, other than the valuation process, were in fact stayed as no further actions were
taken by either the parties or the court regarding Ms. Bartenfelder’s claims. In June 2019, t he appraisers filed their valuation reports , which determined the fair
value of Ms. Bartenfelder’s interest in Bartenfelder Landscape to be $560,000.00 , and the
fair value of Ms. Bartenfelder’s interest in Bartenfelder Sanitation to be $0.00. Neither party filed exceptions to the valuations.
Mr. Bartenfelder then filed a motion to confirm the appraisers’ reports and to establish the purchase price and a payment schedule. Ms. Bartenfelder did not oppose the
motion. On November 6, 2019, t he circuit court granted Mr. Bartenfelder’s motion and
ordered him to pay to Ms. Bartenfelder two install m ents of $280,000 , plus post

- judgment
interest , for her stock i n the Corporations (the “Second Order”)

. Mr. Bartenfelder moved for leave to deposit the installment payments with the court , which Ms. Bartenfelder did not oppose. The court granted the motion . The order provided
that the funds would be disbursed only upon a court order.8

On December 5, 2019, Ms. Bartenfelder noted an appeal from the Second Order , which we docketed as Number 2052, September Term, 2019 (the “Second Appeal”)

. After depositing the purchase funds into the court registry , Mr. Bartenfelder moved

to declare what he referred to as the November 6, 2019 judgment as satisfied in full

. Unopposed by Ms. Bartenfelder, the circuit court granted the motion on February 24, 2020, stating that it is:

ORDERED AND DECLARED that the purcha se price set by this Court on November 6, 2019 has been paid in full by Defendant; and it is further ORDERED AND DECLARED that the judgment entered by this Court on November 6, 2019 was SATISFIED by Defendant as of February 4, 2020. On April 20, 2020, this Court ordered the parties to show cause (the “Show Cause Order”) as to (1) whether the two appeal s should be consolidated; (2) whether the circuit
court had discretion under Rule 2

- 602(b) to enter a final judgment as to either the F irst Order and/or Second Order; and (3) if the answer to the second question wa s in the affirmative, whether this Court should exercise its discretion under Md. Rule 8

- 602(g)(1)(C) to enter a final judgment on its own initiative. Both parties timely respo nded
to the Show Cause Order.
On May 20 , 2020, we consolidated the two appeals. 6

6 In his motion for reconsideration, Mr. Bartenfelder complains that we did not permit b riefing on the Second Appeal . H e does not explain why additional briefing was required or necessary given that the substantive issues in the two appeals were identical and were fully briefed and argued in the First Appeal. In fact, he does not identify a single new argument that would have been different from those made in his original brief. Nor9 DISCUSSION MOTION TO DISMISS SECOND APPEAL In response to our Show Cause Order, Mr. Bartenfelder contends that the S econd
A ppeal is moot. He argues that after Ms. Bartenfelder noted her F irst A ppeal, (i) the court appointed appraisers to determine the fair value of her stock ; (ii) the appraisers filed their reports; (iii) Ms. Bartenfelder did not object to the appraisals; and (iv) he moved to confirm
the a ppraisers’ reports and establish the purchase price based on the appraisals and to establish the terms of payment. He also states that Ms. Bartenfelder did not oppose his motion and that the court subsequently entered the Second Order, stating:
T he fair value of the companies for her interests in two equal installments: the first installment of $280,000 to be paid thirty days after the entry of this Order confirming the Valuation Reports; and the second installment of $280,000 plus post

-

judgment inte rest at the statutory rate to be paid ninety days after the entry of this Order confirming the Valuation Reports.
Mr. Bartenfelder contends that th e Second Order constitutes a judgment. He argues
that , because Ms. Bartenfelder failed to object to the app raisals or to his motion to confirm, Ms. Bartenfelder acquiesced to the Second Order and waived her right to appeal it. Further, he points out that , although Ms. Bartenfelder noted an appeal from the Second Order, she did not move for a stay pending appea l in either the circuit court or this Court, did not file

does he cite any authority for his implicit assertion that this Court does not have the authority to dispense with briefing o n an issue that the parties had prev iously fully briefed and argued. We note that Rule 8

- 502, which imposes both the obligation and time periods in which parties are required to file their briefs, begins with this limitation: “Unless otherwise ordered by the appellate court

. ” Contrary to M r. Bartenfelder’s assertion, t his Court had the discretion in these consolidated and substantively identical appeals to proceed without further briefing.10

a supersedeas bond, and did not move to enjoin enforcement of the court’s judgment pending appeal. In addition, he argues that he satisfied the judgment by paying the purchase price into the court registry, thus “rendering the controversy moot.” In that regard, he contends that even if this court were to reverse the circuit court’s decision, Ms. Bartenfelder would not be able to repurchase her stock and return the money he paid for
her stock becaus e she had filed for bankruptcy and the purchase proceeds are subject to claims by creditors

. Mr. Bartenfelder stated in his response to the Show Cause Order that he intends to file a motion to dismiss the Second Appeal with his brief, but invited us to add ress the issue preemptively, which we accept.
We conclude that we have no basis to dismiss the Second Appeal

. As Mr. Bartenfelder points out in his response to the S how C ause O rder, Ms. Bartenfelder filed for bankruptcy on June 14, 2019, resulting in an automatic stay of all litigation. Mr.
Bartenfelder moved in the bankruptcy court to lift the stay of, among other matters, this litigation, which the bankruptcy court granted on September 9, 2019, in an order stating: the automatic stay is lifted to allow all non

- bankruptcy litigation currently pending in the Circuit Court of Maryland for Harford County, as well as any pending appeals or appeals that may arise from such pending litigation, to proceed to judgment, provid ed , however , that enforcement of any judgment(s) against [Plaintiff] remain stayed pending further Order of the Bankruptcy Court

. . . ( i talics in original, bold added).
We have reviewed the record in this case and confirmed that the monies deposited by Mr. Bartenfelder remain in the court registry , and that Ms. Bartenfelder has not11

requested access to , or the benefit of, those funds . We have also reviewed the record in Ms. Bartenfelder’s bankruptcy case and confirmed that th e stay of enforc ement of any judgments against her has not been lifted

. From our review of the record in both forums, it does not appear that Ms. Bartenfelder has requested access to, or the benefit of, those
funds. Thus, although Mr. Bartenfelder may have paid the money into the court registry , he does not contend that Ms. Bartenfelder made any effort to accept the funds, and we have found no indication that she has done so. The funds are still in the court registry , the stay of enforcement is still in place, and given that we are revers ing , the funds will be returned
to Mr. Bartenfelder. 7 Hence, the S econd A ppeal is not moot and, therefore, Mr. Bartenfelder’s motion to dismiss the appeal on that basis is denied.
W e are likewise not persuaded that to preserve th is issue on appeal , Ms. Bartenfelder was required to file exceptions to the appraisals or oppose Mr. Bartenfelder’s various post

appraisal motions. Rule 8

- 131 provides that we will not ordinarily decide a no n jurisdictional issue “unless it plainly appears by the record to have been raised in or decided by the trial court. . .

. ” Here, the issue of whether the purchase right under CA § 4

- 603(a) was triggered by Ms. Bartenfelder’s complaint was both raised and decided in the circuit

court . Nothing more was required to preserve the only substantive issue that has been raised in these appeals.

7 We also disagree with Mr. Bartenfelder that a reversal by this Court would require Ms. Bartenfelder to repurchase her stock back from him. Our reversal means that the purported sale was never valid

.12

We therefore deny Mr. Bartenfelder’s motion to dismiss the Second Appeal

. 8
JURISDICTION
This C ourt does not acquire jurisdiction over an appeal unless it is taken from a final judgment or from an interlocutory order that falls within one of the exceptions to the final judgment requirement. Bessette v. Weitz , 148 Md. App. 215, 232 (2002) (citing Md. Code ( 1974, 2002 Repl. Vol. ) Cts. & Jud. Proc. (“CJP”) §§ 12

- 301, 12

- 303). Under M aryland
Rule 2

- 602(a) (1) , a decision that “ adjudicates the rights and liabilities of fewer than all the parties to the action . . . is not a final judgment.” Thus, f or a judgment to be considered final, it must “be intended by the court as an unqualified, final disposi tion of the matter in controversy

. . . ,” Rohrbeck v. Rohrbeck , 318 Md. 28, 41 (1989) , and “dispose [] . . . of all claims against all parties and conclude[] the case.” Miller and Smith at Quercus, LLC v. Casey PMN, LLC , 412 Md. 230, 241 (2010).

8 In his motion for reconsideration , Mr. Bartenfelder t akes issue with our decision not to dismiss the Second Appeal. He points out that he never actually filed a motion to dismiss, and he complains that we considered matters outside of the record by taking judicial notice of the record in Ms. Bartenfelder’s bankruptcy case. We were not required to defer issuing our decision simply because a party states an intention to file a motion to dismiss. Under Rules 8

- 603(a)(4) and 8

- 602(c)(8), Mr. Bartenfelder was required to file a motion to dismiss based on mootne ss within 10 days after the case became moot. Because Mr. Bartenfelder’s assertion of mootness was based on his payment of funds into the court registry, which he did on February 4, 2020 , Mr. Bartenfelder’s right to move to dismiss on that basis was long past due. Nevertheless, we treated his response to the S how C ause O rder as a motion to dismiss and addressed the issue “preemptively,” just as he suggested. And because he referenced Ms. Bartenfelder’s b ankruptcy proceedings in asserting that the appeal was moot, we appropriately took judicial notice of other filings in the same bankruptcy proceeding. In addition, we note that Mr. Bartenfelder does not contend in his motion for reconsideration that our understanding of the relevant facts was incorrect.13

The coroll ary to this general rule is that ordinarily, interlocutory orders are not appealable. See Nnoli v. Nnoli , 389 Md. 315, 324 (2005) (“An order that is not a final judgment is an interlocutory order and ordinarily is not appealable

. . . . ”). An interlocuto ry order may be appealed , however, if an immediate appeal is authorized by a statute, if it falls within the collateral order doctrine, 9 or if the circuit court directs the entry of a final judgment pursuant to Maryland Rule 2

- 602. Salvagno v. Frew , 388 Md. 605, 615 (2005). Here, both the initial and amended complaints asserted claims with respect to the
LLC. Both the First O rder and the Second Order, however, applied onl y to the claims related to the Corporations. Accordingly, irrespective of which complaint is operative, there has not been a final judgment as defined by Maryland Rule 2

- 60 2 (a) , and t he circuit court did not direct entry of a final judgment under Rule 2

- 6 02 (b)

. The statutory exceptions to the final judgment rule are enumerated in CJP § 12

- 303

. One such exception, found in CJP § 12

- 303(3)(v), applies here. This subsection allows for an interlocutory appeal of an order “[f]or the sale, conveyance, or delivery of real or personal property or payment of money. . .

. ” 10 Stock is considered personal property,

9 “ T o qualify as a collateral order, a ruling must satisfy four criteria: ‘(1) it must conclusively determine the disputed question; (2) it must resolve an important issue; (3) it must be completely separate from the merits of the action; and (4) it must be ef fectively unreviewable on appeal from a final judgment.’” McLaughlin v. Ward , 240 Md. App. 76, 88 (2019) (quotations omitted).

10 CJP § 12

- 303 provides: A party may appeal from any of the following interlocutory orders entered by a circuit court in a c ivil case:14

(1) An order entered with regard to the possession of property with which the action is concerned or with reference to the receipt or charging of the income, interest, or dividends therefrom, or the refusal to modify, dissolve, or discharge such an order; (2) An order granting or denying a motion to quash a writ of attachment; and (3) An order: (i) Granting or dissolving an injunction, but if the appeal is from an order granting an injunction, only if the appellant has first filed h is answer in the cause; (ii) Refusing to dissolve an injunction, but only if the appellant has first filed his answer in the cause; (iii) Refusing to grant an injunction; and the right of appeal is not prejudiced by the filing of an answer to the bill of c omplaint or petition for an injunction on behalf of any opposing party, nor by the taking of depositions in reference to the allegations of the bill of complaint to be read on the hearing of the application for an injunction; (iv) Appointing a receiver but only if the appellant has first filed his answer in the cause; (v) For the sale, conveyance, or delivery of real or personal property or the payment of money, or the refusal to rescind or discharge such an order, unless the delivery or payment is directed to be made to a receiver appointed by the court; (vi) Determining a question of right between the parties and directing an account to be stated on the principle of such determination; (vii) Requiring bond from a person to whom the distribution or delivery of property is directed, or withholding distribution or delivery and ordering the retention or accumulation of property by the fiduciary or its transfer to a trustee or receiver, or deferring the passage of the court's decree in an action under Title 10, Chapter 600 of the Maryland Rules; (viii) Deciding any question in an insolvency proceeding brought under Title 15, Subtitle 1 of the Commercial Law Article; (ix) Granting a petition to stay arbitration pursuant to § 3

- 208 of this article; (x) Depriving a parent, grandparent, or natural guardian of the care and custody of his child, or changing the terms of such an order; and (xi) Denying immunity asserted under § 5

- 525 or § 5

- 526 o f this article.15

Shenker v. Laureate Educ., Inc. , 411 Md. 317, 346 (2009) (citation omitted) , and the Second Order constituted an order to compel the s ale of Ms. Bartenfelder’s stock to Mr.
Bartenfelder. Further, the “payment of money , ” as used in CJP § 1 2

- 303(3)(v) , refers to such
orders th a t have “traditionally been rendered in equity

. ” Anthony Plumbing of Maryland, Inc. v. Attorney General of Maryla nd , 298 Md. 11, 20 (1983)

. As explained below, the purchase right under CA § 4

- 603 is triggered by a petition for dissolution under CA § 4

- 602. Under CA § 4

- 602(a) , the petition for dissolution is filed in “a court of equity,” and
th at same court of equi ty enforces the purchase election by appointing appraisers, establishing the purchase price of the stock based on the appraisers’ report, and setting the payment terms for the stock , all pursuant to the applicable provisions of the statute

. The Second Order requiring Mr. Bartenfelder to pay for the stock was issued pursuant to the court’s equitable powers and therefore qualifies as an appealable interlocutory order under
CJ P § 1 2

- 303(3)(v). Cf

. Md. State Bd. of Educ. v. Bradford , 387 Md. 353 , 386 (2005) (order compelling borrower to pay balance of loan to lender held immediately appealable as an order for payment of money under CJP § 1 2

- 303(3)(v)). 11 Further, because the merits
of the First Order are necessarily implicated in a review of the Second Order, the First Order is reviewable on appeal from the Second Order

. See Frey v. Frey , 298 Md. 552,
556

- 57 (1984); see also Davis v. Attorney General , 187 Md. App. 110, 122

- 23 (2009).

11 Having identified an applicable exception under CJP § 12

- 303, we need not address whether either the First Order or Second Order qualifies under the collateral order exception.16 ANALYSIS OF CA § 4

- 603( a ) The substantive issue presented in this appeal is whether Ms. Bartenfelder’s complaint triggered the buy

- out right in CA § 4

- 603(a), which provides: Any one or more stockholders who desire to continue the business of a close corporation may avoid the dissolution of the corporation or the appointment of a receiver by electing to purchase the stock owned by the petitioner at a price equal to its fair val ue. ( e mphasis added.) The Parties’ Contentions Ms. Bartenfelder argues that the word “receiver” applies only to receivers appointed by the court in a corporate dissolution proceeding, and that her complaint requested the appointment of a receiver of an entirely different kind: an equitable receiver. Ms.
Bartenfelder contends , therefore, that her complaint did not trigger the buy

- out right under CA § 4

- 603(a). Mr. Bartenfelder counters that subsection (a) does not distinguish between statutory and equ itable receivers

— it simply uses the word “receiver.” He further argues that the use of the disjunctive “or” in the phrase “dissolution or appointment of a receiver” means that the receiver need not be appointed in a dissolution proceeding , and that the buy

- out right is triggered when a receiver of either kind (statutory or equitable) is requested. In any event, Mr. Bartenfelder argues that because Ms. Bartenfelder’s complaint requested the appointment of a receiver with the same authority conf erred by Maryland’s dissolution statute, his purchase right under the dissolution statute was triggered. According to Mr.17

Bartenfelder, the circuit court correctly determined that he exercised his valid buy

- out right under CA § 4

- 603. Close Corporation s A close corporation is a creature of statute that allows a small business to operate like a partnership, although in a corporate form. William G. Hall , Jr. , The New Maryland Close Corporation Law , 27 Md. L. Rev. 341, 341 (1967). A close corporation typ ically has few stockholders, active stockholder participation in the business, no liquid market for the stock, close personal relationships between or among the stockholders, flexibility to operate without a board of directors, and few, if any, of the corp orate formalities required of general corporations. 12 Id. at 341

- 42. The distinguishing feature of a close corporation most relevant here is the restraint placed on the ability of stockholders to transfer their stock. See Uninsured Employers’

12 Maryland jurisprudence sometimes confuses a close corporation with a closely

held corporation by using the terms interchangeably. A close corporation is formed when an election is made pursuant to CA § 4

- 201. As w e previously explained: Unlike “ close corporations ,” which are defined by statute in Maryland, a closely held corporation has “no single, generally accepted definition.” Donahue v. Rodd Electrotype Company of New England , 367 Mass. 578, 328 N.E.2d 505, 511 (1975). However, closely held corporations commonly possess the following attributes: “(1) a small number of stockholders; (2) no ready market for the corporate stock; and (3) substantial majority stockholder participation in the management, direction and operations of the corporation.” Donahue , 328 N.E.2d at 511; see F. Lodge O ’ Neal & Robert B. Thompson, O ’ Neal & Thompson ’ s Close Corporations and LLCs: Law and Practice § 1:2, 4

- 5 (3 r d ed. 2004). Edenbaum v. Schwarcz

- Osztreicherne , 165 Md. App. 233, 247 (2005) (footnote omitted)

.18

Fund v. Lutter , 342 Md. 334, 340 n.3 (1996). By default, and unlike other types of Maryland corporations, stock in a close corporation is not transferrable without the consent
of the other stockholders. See CA § 4

- 503(b). 13 The ratio nale is that in such an intimate
business relationship , people should have the right to choose their partners. See Hall,
supra , at 351.
A natural consequence of this default restriction , however, is that, in the absence of
consent to transfer stock , a s tockholder can be trapped in an investment that, for whatever

reason, is no longer desired . To address this predicament, CA § 4

- 602 gives the trapped stockholder the right to seek a dissolution of the corporation if consent is denied or for
certain other enumerated reasons, thus enabling the stockholder to receive value for the stock through the liquidation of the company. Standing alone, such dissolution rights would tip the balance of power in favor of
the stock holder who wants to exit the company and against the stockholder who wants to continue with the business. To level the playing field, CA § 4

- 603 gives a stockholder the ability to prevent the dissolution , or the appointment of a receiver , by electing to p urchase

13 CA § 4

- 503 (b) provides: A transfer of the stock of a close corporation is invalid unless: (1) Every stockholder of the corporation consents to the transfer in writing within the 90 days before the date of the transfer; or (2) The transfer is made under a provision of a unanimous stockholders’ agreement permitting the transfer to the corporation or to or in trust for the princi ple benefit of: (i) One or more of the stockholders or security holders of the corporation or their wives, children, or grandchildren; or (ii) One or more persons named in the agreement.19

the stock of the dissolution

- seeking stockholder. See Hall, supra , at 3 49

. As our analysis below shows, however, this purchase right applies only in the context of a dissolution proceeding. Construing CA § 4

- 603 We begin with the principles of statutory construction that guide our inquiry. Our objective in interpreting any statute is to understand and implement the General Assembly’s intent. See Stoddard v. State , 395 Md. 653, 661 (2006). We start with the

stat ute’s plain language which, if clear and unambiguous, will be enforced as written. Id

. We pay attention to the statute’s grammar and sentence structure. See Mazor v. State Dep’t
of Correction , 279 Md. 355, 362 (1977). Further, “we seek to avoid constru ctions that are illogical, unreasonable, or inconsistent with common sense.” Beyer v. Morgan State University , 139 Md. App. 609, 631 (2001) (quot ations omitted).
We do not read a statutory provision in isolation. Instead, we consider its purpose, goal , and context as a whole. Papillo v. Pockets, Inc. , 119 Md. App. 78, 83

- 84 (1997). Examining the context of the statute includes construing provisions within the same section harmoniously, if possible. George Wasserman & Janice Wasserman Goldsten Family LLC v. Kay , 197 Md. App. 586, 628 (2011).
If the words of the statute are ambiguous, we look at its structure (including its caption ), context, relationship with other laws, and legislative history, among other indicia
of intent. Stoddard , 395 Md. at 662

- 63 . Even if the words are unambiguous, a review of the legislative history may, in certain contexts, be useful to confirm its interpretation or to20

rule out “another version of legislative intent alleged to be latent in the language.”
Blackstone v. Sharma , 461 Md. 87, 113 (2018) (quotation omitted). Although the specific provision at the center of this dispute is found in the first sentence of CA § 4

- 603(a), our mandate to construe the relevant provisions in their proper context requires our examination of both CA § 4

- 603 and the immediately preceding section, CA § 4

- 602. We therefore begin with the complete text of both sections , bolding
for convenience the words and phrases which are discussed in our analysis below : § 4

- 602. Involuntary dissolution
. (a) Dissolution by stockholder generally

. – Any stockholder of a cl ose corporation may petition a court of equity for dissolution of the corporation on the grounds set forth in § 3
- 413 of this article or on the ground that there is such internal dissension among the stockholders of the corporation that the business and affairs of the corporation can no longer be conducted to the advantage of the stockholders generally. (b) Dissolution by s tockholder desiring to transfer stock

. – (1) Unless a unanimous stockholders ’ agreement provides otherwise, a stockholder of a close corporation has the right to require dissolution of the corporation if: (i) The stockholder made a written request for con sent to a proposed bona fide transfer of his stock in accordance with the provisions of § 4

- 503(b)(1) of this title, specifying the proposed transferee and the consideration, and the consent was not received by him within 30 days after the date of the requ est; or (ii) Another party to a unanimous stockholders ’ agreement defaulted in an obligation, set forth in or arising under the agreement, to purchase or cause to be purchased stock of the stockholder, and the default was not remedied within 30 days after the date for performance of the obligation. (2) A petition for dissolution under this subsection shall be filed within 60 days after the date of the request or the default, as the case may be.21

(c) Proceeding to be in accordance with § 3
- 414 . – A proceedi ng for dissolution authorized by this section shall be in accord ance with the provisions of § 3

- 414 of this article. § 4

- 603. Avoidance of dissolution by purchase of petitioner’s stock . (a) Stockholder’s right to avoid dissolution.

– Any one or more stockholders who desire to continue the business of a close corporation may avoid the dissolution of the corporation or the appointment of a receiver by electing to purchase the stock owned by the petitioner a t a price equal to its fair value. (b) Court to determine fair value of stock
. – (1) If a stockholder who makes the election is unable to reach an agreement with the petitioner as to the fair value of the stock, then, if the electing stockholder gives bond or other security sufficient to assure payment to the petitioner of the fair value of the stock, the court shall stay the proceeding and determine the fair value of the stock. (2) Fair value shall be determined in accordance with the procedure set forth in Title 3, Subtitle 2 of this article, as of the close of business on the day on which the petition for dissolution was filed

. (c) Court order
. – After the fair value of the stock is determined, the order of the court directing the purchase shall set the purchase price and the time within which payment shall be made. The court may order other appropriate terms and conditions of sale, including: (1) Payment of the purchase price in installments; and (2) The allocation of shares of stock among electing stockholders. (d) Interest on purchase price; cessation of other rights
. – The petitioner : (1) Is entitled to interest on the purchase price of his stock from the date the petition is filed; and (2) Ceases to have any other rights with respect to the stock, except the right to receive payment of its fair value. (e) Costs of proceeding
. – The costs of the proceeding, as determined by the court, shall be divided between the petitioner and the purchasing stockholder. The costs shall include the reasonable compensation and expenses of appraisers, but may not include fees and expenses of counsel or of other experts retained by a party.22

(f) Transfer of stock
. – The petitioner shall transfer his shares of stock to the purchasing stockholder: (1) At a time set by the court; or (2) If the court sets no time, at the time the purchase price is paid i n full. ( i talics and bold in the original; bold added.) Mr. Bartenfelder’s argument has this in its favor: the phrase “or appointment of a receiver” in CA § 4

- 603(a) does not contain any qualifying language to limit its application

to a specific type of receiver. This fact, however, loses its interpretive force if we broaden
our aerial view and construe it in the context of its surrounding provisions. In this regard,

we make four general observations from our examination of the text of CA § 4

- 602 and
CA § 4

- 603. First, the captions or “catchlines” given to the sections and subsections inform us that the subject matter of the provisions is the dissolution of a close corporation . Section
4

- 602 is captioned “Involuntary Dissolution” and § 4

- 603 is captioned “Avoidance of dissolution by purchase of petitioner’s stock.” Moreover, the specific subsection at issue here, CA § 4

- 603(a), is captioned “Stockholder’s right to avoid disso lution.”
Mr. Bartenfelder dismisses the se captions as the work product of the publisher, and therefore contends they carry no substantive weight. Ordinarily, he would be correct

. Md.
Code Ann. General Provisions Article (“GP”) § 1

- 208 (2014) (“Unless otherwise provided by law, the caption or catchline of a section or subsection that is printed in bold type, italics,
or otherwise .

. . is intended as a mere catchword to indicate the contents of the section or
subsection

. . . ” ); see also Prefac e, GP at 10 (“Headings or ‘catchlines’ for Code sections and subsections are generally created and maintained by the publisher

. ”).23

On rare occasion s , however, the captions are written by the General Assembly. When that occurs, the normal rule of constr uction set forth in GP § 1

- 208 is inapplicable and we are permitted to look to the captions to assist our search for the legislature’s intent.
Smelser v. Criteria Ins. Co. , 293 Md. 384, 386

- 87 n.2 (1982). Here, the captions to the sections were part of t he bills the General Assembly considered when it enacted the

statute

. 14 The captions assigned to CA § 4

- 602 and CA § 4

- 603, therefore, support our conclusion that the purchase right applies only in a dissolution proceeding. Second, the opening words of CA § 4

- 603(a) expressly confirm what its caption
indicates

— the purchase right exists to spare the company from extinction . T he phrase

“ stockholders who desire to continue the business of a close corporation” implies an impending termination of the business. Third, throughout CA § 4

- 603, some variation of the base word “petition” is used , the meaning of which is discernable only in the context of CA § 4

- 602. Specifically : (1) CA § 4

- 603(a) refers to the seller’s stock as the “stock owned by the petitioner ”; (2) CA § 4

- 603(b)(1) refers to “an agreement with the petitioner ” and “payment to the petitioner ”; (3) CA § 4

- 603(b)(2) refers to “ petition for dissolution”; and (4) CA § 4

- 603(d) is captioned

“ Petitioner’s rights” and uses either “ petition ” or “

petitioner ” in four places. The use of a variation of “petition” througho ut CA § 4

- 603 make s sense only when construed in

14 In 1967, when this statute was first enacted, it was captioned in the sessio n law as “Judicial Dissolution

— Close Corporations.” See 1967 Md. Laws, Ch. 649 § 109; Md. Code (1957, 1967 Repl. Vol., 1967 Cum. Supp.), Art. 23 § 109 (now codified, as amended, at CA § 4

- 603). In 1975, when this statute was re

- codified as CA § 4

- 603, it was captioned: “AVOIDANCE OF DISSOLUTION BY PURCHASE OF PETITIONER’S STOCK.” See 1975 Md. Laws, Ch. 311, CA § 4

- 603.24

conjunction with CA § 4

- 602 . In other words, the “petitioner” as used throughout CA § 4

- 603

— including in its caption

— is the stockholder seeking the dissolution in CA § 4

- 602(a), and the “petition for dissol ution” in CA § 4

- 603(b) is the “petition for dissolution”
referenced in CA § 4

- 602(b)(1)(ii). Fourth, it would be impossible to consummate the purchase and sale transaction in
the manner contemplated under the plain language of CA § 4

- 603 in any context other than a dissolution proceeding. There cannot be a transaction without first determining the price , and un der CA § 4

- 603(a), the price of the stock is “equal to its fair value.” U nder CA § 4

- 603( b ), the fair value “shall be determined

. . . as of the close of business on the day on
which the petition for dissolution is filed.” Compliance with that provision would be impossible unless there is, in fact, a petition for dissolution. Understanding C

A § 4

- 603 w ithin t he Context of Maryland General Corpor ation Law Mr. Bartenfelder argues that by limiting the applicability of the purchase right to a dissolution proceeding, we would be rendering the phrase “or the appointment of a receiver” meaningless, which , of course , is discouraged when construing statutes. See Mayor and Town Council of Oakland v. Mayor and Town Council of Mountain Lake Park , 392 Md. 301, 316 (2006) (citation omitted)

. W e can, however, avoid this pitfall if we
adhere to the canon of construction requiring us to constru e CA § 4

- 603 in the context of other relevant statutory provision s, which in this case includes the provisions applicable to all Maryland corporations

. See George Wasserman & Janice Wasserman Goldsten Family , 197 Md. App. at 628. We explain.25

Maryland corporations are governed by Titles 1 through 3 of the Corporations and
Associations Article , which have been assigned the short title “ Maryland General Corporation Law .” See CA § 1

- 103. Title 3 includes the involuntary dissolution provisions
fo r Maryland corporations in general. CA § 3

- 413 defines the grounds for an involuntary dissolution, and CA § 3

- 414 establishes the process for an involuntary dissolution proceeding. Both provisions are applicable to close corporations as well. Specifically , as noted above, CA § 4

- 602 sets forth the grounds and process f or dissolving a close corporation . Among other enumerated grounds, CA § 4

- 602(a) incorporates the grounds set forth in CA § 3

- 413 , 15 and CA § 4

- 602 (c) incorporates the

15 CA § 3

- 413 provides: (a) Except as provided in subsection (d) of this section, stockholders entitled to cast at least 25 percent of all the votes entitled to be cast in the election of directors of a corporation may petition a court of equity to dissolve the corporation on grounds that: (1) The directors are so divided respecting the management of the corporation’s affairs that the votes required for action by the board cannot be obtained; or (2) The stockholders are so divided that directors cannot be elected. (b) Except as provided in subsection (d) of this section, any stockholder entitled to vote in the election of directors of a corpor ation may petition a court of equity to dissolve the corporation on grounds that: (1) The stockholders are so divided that they have failed, for a period which includes at least two consecutive annual meeting dates, to elect successors to directors whose terms would have expired on the election and qualification of their successors; or (2) The acts of the directors or those in control of the corporation are illegal, oppressive, or fraudulent. (c) Any stockholder or creditor of a corporation other than a rail road corporation may petition a court of equity to dissolve the corporation on26

process established in CA § 3

- 414

. 16 It is through th ese connection s that we can make sense of the phrase “or the appointment of a receiver” in CA § 4

- 603(a)

. CA § 3

- 41 4 authorizes a court to appoint two types of receivers in an involuntary dissolution proceeding. First, in recognition of the potential for corporate misconduct as

grounds that it is unable to meet its debts as they mature in the ordinary course of its business. (d) Subsections (a)(2) and (b)(1) of this section do not apply to any corporation that has a class of equity securities registered under the federal Securities Exchange Act of 1934.

16 CA § 3

- 414 provides: (a) This section applies to any proceeding for involuntary dissolution of a corporation, except one brought under § 3

- 413(c) of this s ubtitle on grounds of insolvency. (b) In a proceeding for the involuntary dissolution of a corporation, after notice and hearing, the court: (1) May appoint one or more temporary receivers or trustees to take charge of the assets and operate the business of the corporation, if necessary or proper to preserve them, pending a final determination as to dissolution; and (2) Shall determine whether the corporation should be dissolved. (c) If it appears that the corporation should be dissolved, the court shall enter a fin al order dissolving the corporation, and direct that it be liquidated under court supervision by one or more receivers appointed by it. (d) A receiver, temporary receiver, or trustee has all the powers of a receiver provided in this subtitle and any other pow ers provided in the order of the court, including the power to continue the corporate business. (e) If it orders dissolution, the court may provide by order: (1) For the distribution in kind of the assets of the corporation to the stockholders; or (2) For some stock holders to receive assets of a different nature than other stockholders having the same type of interest.27

the litigation proceeds , the court may appoint a temporary receiver “to take charge of the assets and operate the business of the corporation, if necessary or proper to preserve them, pending a final determination as to dissolution.” CA § 3

- 414(b)(1). Second, if the court is ultimately persuaded that the corporation should be dissolved, it must “enter a final order
dissolvin g the corporation, and direct that it be liquidated under court supervision by one or more receivers appointed by it.” CA § 3

- 414(c). Accordingly, the phrase “or the appointment of a receiver” in CA § 4

- 603(a) refers to the two types of receivers

— tempora ry and liquidating

— expressly contemplated under CA § 3

- 414

. Although we need not identify every circumstance in which the phrase “ or the appointment of a receiver” in CA § 4

- 603(a) could become relevant, there is one potential
scenario that comes to mind. A non - petitioning stockholder who wants to continue the
business but does not want to increase his ownership interest in the company, may choose not to exercise the purchase right , perhaps on the belief that the petition for dissolution will
ulti mately fail. But, that same stockholder may later have a change of heart if, during the litigation , a temporary receiver is requested under CA § 3

- 414(b)(1) . At that point, the

non - petitioning stockholder may exercise the purchase right to prevent the in trusion and meddling of a court appointed receiver. The phrase “or appointment of a receiver” is, therefore, not rendered superfluous if the purchase right is limited to a dissolution proceeding. 17

17 One could point out that there is no time deadline in CA § 4

- 603 for exercising the purchase right to avoid the dissolution, therefore, the addition al trigger of an “appointment of receiver” would not be necessary. That response would overlook the28 Legislative History of CA § 4

- 603 An examination of the legislative history of the statute con f i rms our conclusion that the purchase right in CA § 4

- 603(a) applies only in dissolution proceedings . First, it shows
that the legislative purpose is served only if the purchase right is trigger ed in a dissolution proceeding. We discussed the legislative purpose of the purchase right in Papillo , 119 Md. App. at 83

- 90 , where we were asked to determine whether the purchase election, once made, is revocable at will. In finding that the electing sh areholder may revoke the election only at the discretion of the court, our analysis rested on the premise that the purchase right existed to foster “a fair accommodation of the conflicting interests involved, on the one hand the desire to continue a profit able enterprise, and on the other, a desire to secure
reasonable value for one ’ s ownership interest.” Id

. at 86 ( quoting Hall, supra , at 362 )

. 18

potential waiver argument that the petitioning stockholder could assert in response to a belated election. A waiver argument would be particularly compell ing if, between the filing of the petition and the election, the value of the company increased, perhaps reflected through an offer to purchase the company. In that scenario, the non

- petitioning shareholder could use the purchase right as an arbitrage opp ortunity by acquiring the petitioner’s stock at its fair value on the day the petition was filed, and thereby capture the increase in value attributable to the petitioner’s stock. A successful waiver argument would prevent the non

petitioner from engaging in such opportunistic behavior.

18 See also Final Report of the Commission on Revision of the Corporation Laws of Maryland , December 15, 1966 (the “Report”) , at 74

- 75. The Report, which was issued before the statute was enacted, explained: . . . since one of the main objectives of the subtitle is to provide for situations in which a close personal relationship exists, the question of the scope of required or permitted transferability of shares was of substantial concern. A number of solutio ns were considered, and it was concluded that some method of restricting corporations which may make the election [to be a close corporation] and providing for restrictions on transfer probably should be29

This purpose would not be served if the request for an equitable receiver to prevent alleged misconduct, but not to liquidate the company, w ould trigger the purchase right. Second, an examination of the original text of the statute shows that purchase righ t provision was expressly limited to a dissolution proceeding. The close corporation statute
was enacted in 1967

. S ee 1967 Md. Laws, Ch. 649 . Although the statute was re - codified

provided in the statute. The proposed subtitle seek s to meet both these objectives together in Sections 101 and 109, by providing in effect that all stock of close corporations shall be transferable only by current consent of all stockholders or in the manner set forth by an agreement of the parties (if an y) providing for stock purchase or offering arrangements among the owners, the corporation and named third parties, or any one or more of them. Under the proposal, the owners of a close corporation will thus have freedom of contract to provide their own r estrictions in the first instance, and free transferability will be modified in the absence of such a provision. However, in order to provide a reasonable situation for the party who wishes to sell his stock, Section 102 gives such party the right, unless otherwise provided by a stockholders’ agreement, to initiate dissolution proceedings in the event that the other owners do not consent to a proposed transaction; but in such case, under Section 109(b) and (c), one or more of the other stockholders may the n protect their interest in continuing the corporate enterprise by purchasing at an appraised value the shares of the owner desiring to sell his stock

. . . . Again recognizing that the subtitle is designed to provide for situations in which the parties a re in a practical relationship in some ways more analogous to partners than to stockholders of a large corporation, Section 109(a) grants a broader ground for dissolution than is to be found in the general corporation law. However, for all judicial dissol utions of close corporations stockholders other than the party moving for dissolution may, in appropriate cases and subject to the discretion of the court, avoid dissolution by purchasing the shares of the petitioner at a fair appraised value, except where there is a contrary stockholders’ agreement with respect to a dissolution proceeding initiated under Section 102.
Id. at 74

- 75 (emphasis added).30

in 1975 , see 1975 Md. Laws, Ch. 311 , t he original language nevertheless aids our analysis
because the changes to the relevant sections were intended to be stylistic, not substantive. Papillo , 119 Md. App. at 86 ; s ee also State of Maryland Governor’s Commission to Revise the Annotated Code, Commission Report No. 1975

- 2, Revised Article on Corporations and Associations [S.B. 330] at 2. When initially enacted, t he dissolution provisions for close corporations now found
in CA § 4

- 602 and CA § 4

- 603 were set forth within a single section, Article 23, § 109

. 19

19 Section 109 of Article 23 provided : 109. Judicial Dissolution

- Close Corporations. (a) In addition to the rig ht to petition for dissolution provided in Section 79A of this Article, any stockholder of a close corporation may petition a court of equity of the county in which the principal office of the corporation is located, for dissolution of the corporation on t he ground that there is such internal dissension am o ng the stockholders of the corporation that the business and affairs of the corporation can no longer be conducted to the advantage of the stockholders generally

. (b) Any proceeding for dissolution of a clos e corporation authorized by this Section shall be in accordance with the provisions of Section 79A (c) of this Article. (c) Any one or more stockholders desiring to continue the business of a close corporation may avoid the dissolution of the corporation or the appointment of a receiver under this Section or under Section 79A of this Article by electing to purchase the shares o f stock owned by the petitioner at a price equal to their fair value. If stockholders making such election are unable to reach an agreement with the petitioner as to the fair value of his shares, the court shall, upon the stockholders’ giving bond or other security sufficient to assure to the petitioner payment of the value of his shares, stay the proceeding and proceed to determine the value of the shares, in accordance with the31

That fact alone tells us that CA § 4

- 602 and CA § 4

- 603 have always been intended to be construed together. Moreover, t he original text of the purchase right contained q ualifying language that goes right to the heart of the question before us. The purchase right was set forth in § 109(c), which stated in relevant part : Any one or more stockholders desiring to continue the business of a close corporation may avoid the dis solution of the corporation or the appointment of a receiver under this Section or under Section 79A of this Article by electing to purchase the shares of stock owned by the petition at a price equal to their fair valu e. . . . Article 23, § 109(c) ( e mphasis added).

procedure set forth in Section 73 (f) of this Article, as of the close of business on the day on which the petition for dissolution was filed. Upon determining the fair value of the stock, the court shall set forth in its order directing that the stock be purchased, the purchase price and the time within which the payment shal l be made, and may decree such other terms and conditions of sale as it determines to be appropriate, including payment of the purchase price in instalments extending over a period of time, AND THE ALLOCATION OF SHARES AMONG STOCKHOLDERS ELECTING TO PURCHA SE THEM. The petitioner shall be entitled to interest on the purchase price of his shares from the date of the filing of the election for a determination of appraised value and all other rights of the petitioner as an owner of the shares shall terminate a t such date. The costs of the proceeding shall be determined by the court and shall be divided between the petitioner and the purchasing stockholders. Cost shall include reasonable compensation and expenses of appraisers but shall not include fees and ex penses of counsel or of experts retained by a party. Upon full payment of the purchase price, under the terms and conditions specified by the court, or at such other time as may be ordered by the court, the petitioner shall transfer the shares of stock to the purchasing stockholder.32

The difference between the initial version and the current version is that the original included the phrase “under this Section or under Section 79A of this Article.” From a grammatical standpoint, this phrase limit ed the purchase right o f a non

- petitioning
stockholder to either of two scenarios: (1) to avoid the dissolution of a close corporation under § 109 or § 79A , or (2) to avoid the appointment of a receiver over a close corporation under § 109 or § 79A. Section 109 was, as noted a bove , the predecessor to CA § 4

- 602 and CA § 4

- 603 and established the dissolution and buy

- out right in the context of a n involuntary
dissoluti on of a close corporation

. The other section referenced in this phrase

— Section
79A

— was the predecessor to CA § 3

- 413 and CA § 3

- 414 , 20 and established the general

20 Section 79A of Article 23 provided:
79A. Judicial Dissolution

— Deadlocks ; Illegal, Oppressive or Fraudulent Acts. (a) The holders of shares entitled to not less than twenty

- five percent of all the votes entitled to be cast for the election of directors may petition a court of equity to dissolve the corporation, on one o r both of the following grounds: (1) That the directors are so divided respecting the management of the corporation’s affairs that the votes required for action by t he board cannot be obtained. (2) The stockholders are s o divided that the votes required for the election of directors cannot be obtained. (b) Any holder of share s entitled to vote at an election of directors of a corporation may petition a court of equity to d issolve the corporation on one or both of the following grounds: (1) That the stockholders are so divided that they have failed, for a period which includes at least two consecutive annual meeting dates,33

rights of stockholders to petition a court for the dissolution, as well as the appointment of a temporary and permanent receiver in a dissolution proceeding. Noticeably missing from
both S ection 109 and S ection 79A is the authority to appoint a receiver in any context other
than in a dissolution proceeding

. Thus, under the express qualifying language of the original text , the buy

- out right existed only in a di ssolution proceeding. And , it bears repeating, because the changes in the re

- codified version were intended to be only stylistic and not substantive, that limitation remains the case today

.

to elect successors to directors whose terms have expired or would have expired upon the election and qualification of their successors. (2) That the acts of the directors or those in control of the corporation are illegal, oppressive or fraudulent. (c) In any proceeding for the dissolution of a corporation unde r this section the court, within its sound judicial discretion and after notice and hearing, (i) may appoint one or more temporary receivers or trustees to take charge of the assets and business of the corporation if deemed necessary or appropriate to pres erve the business and assets of the corporation pending a final determination as to dissolution; and (ii) shall determine whether the corporation should be dissolved. If it shall appear that the corporation should be dissolved, the court shall make a judg ment or a final order dissolving the corporation, and shall order that the corporation be liquidated under its supervision by one or more receivers appointed by the court. Any receiver, temporary receiver or trustee shall have all the powers of a receiver provided in Section 81 of this Article and such other powers, including the power to continue the corporate business, as may be provided by order or decree of the court. In any liquidation under an order of dissolution, the court shall have power by orde r or decree to provide for the distribution of assets of the corporation to stockholders in kind, and to provide that some stockholders shall receive cash or property of a different nature than other stockholders having the same type of interest, all withi n the sound judicial discretion of the court.34 Ms. Bartenfelder’s Complaint: Did it Invoke the Dissolution Provisions?
Mr. Bartenfelder also argues that CA § 4

- 603 applies to Ms. Bartenfelder’s complaint because she requested the appointment of a receiver with statutory powers

— that is, the powers authorized by CA § 3

- 414. Mr. Bartenfelder contends that “a shareholder cannot seek relief for oppression without stating a cause of action that arises under [ CA ] § 3

- 413, governing petitions for dissolution.” He further argues that the authority of a court to award “equitable relief short of dissolution” is found only under CA § 3

- 413. Mr. Bartenfelder claims support for his argument in both Edenbaum v. Schwarcz

Osztreicherne , 165 Md. App. 233 (2005) and Bontempo v. Lare , 444 Md. 344 (2015)

. Mr. Bartenfelder’s attempt to shoehorn Ms. Bartenfelder’s complaint into the dissolution statutes is unpersuasive. On its face, the only cause of action conferred by CA § 3

- 413 is the right to seek a dissolution of the corporation on specific, enumerated grounds

. Edenbaum and Bontempo do not say otherwise, but instead teach that dissolution is not the only remedy available in a case of shareholder oppression.
Edenbaum , 165 Md. App. at 238 , involved a claim for dissolution pursuant to CA § 3

- 413(b)(2), based on allegations of oppressive conduct. The alleged oppressive conduct was the termination of the minority stockholder’s employment with the corporation. Id. at 255. We held that the termination of the minority stockholder’s employment in that
instance constituted “oppression” under CA § 3

- 413(b)(2). Id. at 261. As for the appropriate remedy, we held that CA § 3

- 413 empowers , but does not compel, a court to dissolve a corporatio n upon a finding of oppression , and given the drastic nature of that35

remedy , courts should first look for “alternative equitable remedies not specifically stated in the statute.” Id

. at 26 0 . Following the approach of one of our sister states, we offered a

non - exhaustive list of potential equitable remedies short of dissolution , including the appoint ment of a non - liquidating receiver to continue the operations of the corporation for
the benefit of all stockholders. Id. at 260

- 61. We had another opportunity to discuss the remedies for shareholder oppression in Bontempo

. Speaking for th is Court, Judge Nazarian articulated the rationale behind our
decision in Edenbaum in a manner particularly apt to our analysis here:
Because dissolution is an irrevocable all

- or - nothing remedy, we expressed a concern shared by courts in other states: allowing minority shareholders to force dissolution too easily risked shifting too much power to them. We decided, therefore, to join oth er states that recognize remedial measures short of dissolution, and we adopted a list of alternative remedies described in Baker v. Commercial Body Builders, Inc. , 264 Or. 614, 507 P.2d 387, 395

- 96 (1973), for the circuit court to consider on remand [.]
B ontempo v. Lare , 217 Md. App. 81, 117

- 18 (2014), aff’d., 444 Md. 344 (2015) (cleaned up)

. Relying on Edenbaum , we further held that an oppressed stockholder may seek, among other forms of relief, an equitable remedy short of a dissolution. Id

. at 114. The Court of Appeals adopted our approach , stating , among other things , that “a court of equity may employ other equitable tools, shor t of dissolution, to remedy shareholder oppression. ” Bontempo , 444 Md. at 348. Mr. Bartenfelder’s reliance on Edenbaum and Bontempo is, therefore, misplaced. Ms. Bartenfelder was entitled to seek an equitable remedy short of dissolution without36

trigger ing the rights of a non - petitioning stockholder in a dissolution proceeding. 21 That’s precisely what she did when she filed a complaint seeking the appointment of a receiver vested with equitable powers short of a dissolution. 22

21 In his motion for reconsideration, Mr. Bartenfelder persists with his argument that, under Edenbaum and Bontempo , the right to seek an equitable receiver arises only under CA § 3

- 413 , even though dissolution is the only remedy for shareholder oppression specified in that section. As explained above, b oth cases hold that if a dissolution is requested under CA § 3

- 413, the court may nevertheless fashion equitable relief short of a diss olution to remedy the shareholder oppression

. From this holding, Mr. Bartenfelder advances the logically faulty argument that if an oppressed shareholder requests equitable relief short of a dissolution , e.g. , the appointment of a receiver to run the comp any , then the dissolution provisions of CA § § 3

- 413 and 3

- 414 have been automatically invoked, intentionally or not . We reject that logic in favor of this simple proposition : because the court , under Edenbaum and Bontempo , has the authority to grant equitable relief short of dissolution when the dissolution statute is invoked, a party can request such relief without invoking the dissolution statute. Or, phrased slightly differently: if an equitable receiver is an available remedy when the dissolutio n statute is invoked, then an equitable receiver is surely an available remedy when the dissolution statute is not invoked. Ms. Bartenfelder stayed clear of the dissolution statute by requesting precisely the form of an equitable receiver that Edenbaum co ntemplated as an alternative to dissolution.

22 In his brief, Mr. Bartenfelder argues that Ms. Bartenfelder “alleged that she was ‘entitled to dissolution of the Businesses’ under CA § 4

- 602[.]” On that basis, Mr. Bartenfelder would have us conclude that such a statement proves that Ms. Bartenfelder in voked the dissolution statute in her complaint. In our initial opinion , w e rejected that argument without acknowledging it

. Mr. Bartenfelder raised the same argument in his motion for reconsideration , and although w e reject it again, this time we briefly explain why

. Simply put, although Mr. Bartenfelder quoted accurately from Ms. Bartenfelder’s memorandum in support of her motion for a temporary restraining order , he took the quote completely out of context. I n the very next sentence , which Mr. Bartenf elder did not mention , Ms. Bartenfelder made clear that she was specifically not requesting a dissolution, that she only wanted the “far less drastic remedy” of an equitable receiver. In other words, Ms. Bartenfelder was essentially saying : “ On these facts I could, if I wanted to, seek the dissolution of the company , but I choose to pursue a less drastic remedy instead .” When read in its full context, therefore, the statement attributed to Ms. Bartenfelder stood for the exact opposite of what Mr. Bartenfelder claimed.37

T he court’s authority to appoint equitable receivers has long been a fixture in Maryland law . In Spivery

- Jones v. Rece i vership Estate of Trans Healthcare, Inc. , 438 Md. 330 (2014), the Court of Appeals examined the history of Maryland’s receivership law and

e xplained what came to be known as an “equitable receivership”: Maryland recognizes two types of receiverships; a chancery receivership, the receivership which was developed in the chancery courts and which became part of our common law, as well as a statut ory receivership that is “purely the creature[ ] of statutes and without which statutes no receiver could be appointed

. . . .” Ralph E. Clarke, A Treatise on the Law and Practice of Receivers 22 (1918). Prior to 1868, only “equitable” or “chancery” rece iverships existed or those that had their genesis in the chancery courts of England. Clarke, supra , at 6, 18. As initially created by the English chancery courts, the appointment of a receiver was a “remedy” designed to protect property that was subject to a claim between two parties from being dissipated, because injunctive relief had not proven to be effective. Id. The chancery court would appoint a “receiver,” who would act as an officer of the court and take possession or custody of the property to preserve it for the person or entity to which it was entitled. Id.
438 Md. at 333

- 34 (internal footnotes omitt ed)

. Equitable receivers have been appointed in partnership disputes, mortgagor

mortgagee disputes, and over disputed properties in divorce proceedings

. Id

. at 337 (citations omitted). S uch appointments are reserved for extraordinary circumstances
inv olving “fraud, danger of spoliation, or imminent prospect of loss or injury to property.”
Id

. Equitable receivers have no authority , however, to dissolve a corporation. Id

. Rather,

t he termination and liquidation of a corporate entity may only be accomplished pursuant to

statute. Id

. at 337

- 38.38

Since 1868, Maryland courts have had the statutory power to dissolve corporations and, in that context, the concomitant statutory authority to appoint receivers to wind up a corporation ’ s affair s. Id

. at 339. Such authority has endured to this day and is currently found in CA § 3

- 411 and CA § 3

- 414. Id. at 339

- 40. Receivers of this kind are known as “‘statutory receivers[,’] because their appointment exceeds that which generally was permitted in equity[.]” Id

. at 341. Th us, the d istinction between a statutory and equitable
receiver remains firmly embed ded in Maryland law

. Id

. That distinction drives the
outcome in this case. Ms. Bartenfelder’s complaint requested the appointment of a receiver with authority to operate the companies, not to liquidate them. Thus, it is irrelevant that , as Mr. Bartenfelder contends, Ms. Bartenfelder asked the court to grant the receiver authority that
could also b e granted to a temporary receiver under CA § 3

- 414. See i d. (explaining co

existence of statutory and equitable receivers); see also Del

- Mar

- V a Hardware Corp. v. Boss Mfg. Co. , 230 Md. 477 , 479

- 80 (1962) (appointment of receiver was an error because the prerequisites of the relevant statutory provisions were not satisfied , and the petitioner lacked standing to seek an equitable receiver). The relevant, indeed, dispositive point is that Ms. Bartenfelder’s complaint did not request a receiver vested with the one thing that separates equitable from statutory receivers: the power to dissolve the corporations. Ms. Bartenfelder’s complaint, therefore, stayed on the equitable side of the Rubicon

. Accordingly, we are persuaded that because Ms. Bartenfelder’s complaint did not request a dissolution under CA § 4

- 602, the purchase right under CA § 4

- 603(a) was not triggered , and therefore Ms. Bartenfelder was not compelled to sell her stock to Mr.39

Bartenfelder. This result aligns with the plain language as well as the structure and context
of the statute , its legislative history, and the distinction between statutory and eq uitable
receivers. This result also has the added benefit of common sense: a stockholder who seeks equitable relief to stop alleged oppression should not have to do so at the risk of being forced to sell her stock to the alleged oppressor.
MOTION TO DISM ISS DENIED . APRIL 30, 2018 RULING BY THE CIRCUIT COURT F OR HARFORD COUNTY REVERSED. ORDER ENTERED ON NOVEMBER 6, 2019 ALSO REVERSED. CASE REMANDED FOR PROCEEDINGS CONSISTENT WITH THIS OPINION. COSTS TO BE PAID BY APPELLEE .