Andrews & Lawrence Professional Services, LLC and Galyn Manor Homeowners 

Association, Inc. v. David O. Mills, et ux., No. 5, September Term, 2019, Opinion by 

Booth, J.

CONSUMER PROTECTION ACT – DEBT COLLECTION ACTIVITY BY 

LAWYER. In the context of debt collection activity, not all services provided by a lawyer 

or a law firm fall within the “professional services” exemption under the Consumer 

Protection Act (“CPA”), Maryland Code Commercial Law Article (“CL”), § 13-104(1). 

Specifically, where: (1) the lawyer’s services could be provided by any licensed debt 

collection agency without regard to whether the agency is affiliated with a lawyer or a law 

firm; or (2) where the alleged conduct by the lawyer or law firm violates the Maryland 

Consumer Debt Collection Act (“MCDCA”), the debt collection activities in question do 

not fall within the lawyers’ “professional services” exemption of the CPA, thereby 

escaping the reach of the Act. 

CONSUMER PROTECTION ACT – APPLICATION TO VICARIOUS LIABILITY 

CLAIMS AGAINST CLIENT FOR LAWYER’S ACTIONS. To the extent that the 

CPA’s professional services exemption applies to a lawyer’s professional legal services, 

the plain language of the exemption does not apply to vicarious liability claims against a 

lawyer’s client. An expansive interpretation of the professional services exemption to 

cover an additional class of individuals is inconsistent with the purpose and intent of the 

CPA, and its remedial nature, which the General Assembly adopted to provide additional 

remedies not found in common law. Our decision to narrowly construe the CPA’s statutory 

exemption is consistent with our treatment of statutory immunities, where we have held 

that a principal is not immune simply because the agent is immune; the principal must 

establish an independent basis to receive the benefit of immunity. 

VICARIOUS LIABILITY – AGENCY. Under Maryland agency law, the attorney-client 

relationship is a principal-agent relationship under which vicarious liability claims may be 

brought. 
Circuit Court for Frederick County

Case No.: 10-C-16-000961

Argued: September 9, 2019

IN THE COURT OF APPEALS

OF MARYLAND

No. 5

September Term, 2019

ANDREWS & LAWRENCE PROFESSIONAL 

SERVICES, LLC AND GALYN MANOR 

HOMEOWNERS ASSOCIATION, INC.

v.

DAVID O. MILLS, et ux.

Barbera, C.J.

McDonald

Watts

Hotten

Getty

Booth

Adkins, Sally D.

 (Senior Judge, Specially Assigned),

JJ.

Opinion by Booth, J.

Watts, J., concurs.

Getty, J., dissents.

Adkins, J., concurs and dissents. 

Filed: January 28, 2020
The General Assembly enacted the Consumer Protection Act (“CPA”), Commercial 

Law Article (“CL”) § 13-101, et seq., and the Maryland Consumer Debt Collection Act 

(“MCDCA”), CL § 14-201, to protect consumers from unfair or deceptive trade practices, 

including the collection of consumer debts. Under state law, debt collection activities are 

often undertaken by law firms, as well as non-lawyer debt collection agencies that are

licensed by the State Collection Licensing Board to do business as a collection agency 

pursuant to the Maryland Collection Agency Licensing Act (“MCALA”), Business 

Regulations Article (“BR”), § 7-101. 

The overarching purpose and intent of these remedial consumer protection and 

licensing statutes is to protect the public from unfair or deceptive trade practices by 

creditors engaged in debt collection activities. The CPA is a statutory enforcement 

umbrella under which a violation of MCDCA or MCALA is also a per se violation of the 

CPA. CL §§ 13-301(14)(iii); (xxix). 

Under the CPA, the General Assembly has created a statutory exemption from its 

application for certain professionals when undertaking “professional services”. CL § 13-

104(1). Here, we are concerned with the exemption as it applies to professional services 

provided by a lawyer. In this case, we must determine the scope of the professional services 

exemption under the CPA when a lawyer or law firm is engaged in debt collection activities 

on behalf of a client. If the lawyer’s debt collection activity is exempt under the CPA, we 

must also determine whether the professional services exemption also applies to vicarious 

liability claims brought by a third party against the client arising out of the lawyer’s conduct. 
2

This case arises out of a private cause of action brought by David and Tammy Mills 

against their homeowners association, Galyn Manor Homeowners Association, Inc., (“Galyn 

Manor”) alleging in part, violations of the CPA and MCDCA in connection with Galyn 

Manor’s attempt to collect delinquent homeowners association (“HOA”) assessments, fines, 

penalties and attorney’s fees over the course of nine years. Galyn Manor retained the law 

firm of Andrews & Lawrence Professional Services, LLC (“Andrews”) to undertake debt 

collection activities for delinquent HOA assessment accounts. 

Andrews, on behalf of Galyn Manor, employed a variety of means to collect the 

debts allegedly owed by the Millses, including obtaining two judgments, four liens, an 

injunction, and garnishment of the Millses’ bank account. The Millses alleged that 

although they made payments, and attempted to settle their account, Andrews’s collection 

practices left them in a never-ending debt spiral.

In 2016, the Millses filed suit against Galyn Manor challenging its debt collection 

practices under the CPA and MCDCA. Galyn Manor filed a third-party complaint against 

Andrews for indemnification.

After the circuit court entered judgment as a matter of law against the Millses on 

their CPA and MCDCA claims, the Millses appealed. The Court of Special Appeals 

reversed the circuit court on these counts. We granted a writ of certiorari to determine 

whether a client can be vicariously liable under the CPA for deceptive trade practices 

undertaken by its attorney when the attorney is engaged in debt collection activities on its

behalf. To answer this question, it is also necessary to determine whether, consistent with 

our holding in Scull v. Groover, Christie & Merritt, PC, 435 Md. 112 (2013), all activities 
3

or services undertaken by a lawyer or a law firm when collecting consumer debts fall within 

the professional services exemption under CL § 13-104(1). 

For the reasons set forth herein, we hold that when a lawyer is engaged in debt 

collection activities, not all of the lawyer’s services fall within the “professional services” 

exemption of the CPA. Specifically, we hold that where the lawyer is engaged in debt 

collection activities that could be performed by any licensed debt collection agency not 

affiliated with a lawyer or a law firm, or where the lawyer’s conduct would be prohibited 

by the Maryland Consumer Debt Collection Act, such conduct or services are not 

“professional services” for which the CPA exemption applies. We further hold that where 

the professional services exemption does, in fact, apply to the lawyers’ “professional 

services,” the statutory exemption does not flow to the client. Accordingly, we affirm the 

judgment of the Court of Special Appeals. 

I. BACKGROUND

In 2004, Mr. and Mrs. Mills purchased a home in the Galyn Manor subdivision, in 

Frederick County. Galyn Manor is a residential community that is subject to the Maryland 

Homeowners Association Act, which is codified at Maryland Code, Real Property Article 

(“RP”) § 11B-101, et seq. Under the Maryland Homeowners Association Act, lots within 

the community are subject to a declaration, which is enforceable by the governing body of 

the association, as well as other governing documents such as its bylaws, and rules and 

regulations promulgated and adopted in accordance with the declaration and other 

governing documents. 
4

Like many homeowners associations, the Galyn Manor declaration and bylaws 

require members to comply with certain rules and restrictions, and to pay annual 

assessments, which are due in quarterly installments. To collect delinquent HOA 

assessments, the Maryland Homeowners Association Act and the Galyn Manor declaration 

give the HOA the right to impose a lien on a lot for the unpaid assessment under the 

Maryland Contract Lien Act (“MCLA”). RP § 11B-117(b). The HOA, through its Board 

of Directors, may also initiate collection proceedings and obtain a judgment against a 

homeowner for delinquent assessments. Under the declaration, delinquent assessments 

accrue interest and late fees, and the HOA may also recover its attorney’s fees and costs 

when undertaking collection efforts to collect unpaid assessments. 

The Galyn Manor governing documents also authorize the HOA to fine members 

who violate certain sections of the declaration and bylaws. Specifically, under the 

declaration, the Board has the authority to adopt and publish rules and regulations and to 

establish monetary fines for certain infractions. Prior to the imposition of a fine, the Board 

is required to send written notice to the owner specifying the nature of the infraction and 

to provide the owner with an opportunity for a hearing before the Board regarding the 

infraction and any penalty to be imposed. 

2007 Fines for Parking Work Truck in Violation of Covenants

In February 2007, Galyn Manor’s former management company, Chambers 

Management, Inc. (“Chambers”), discovered that the Millses regularly parked a work truck 

in their driveway. Chambers notified the Millses that this conduct constituted a violation 

of the declaration. The Millses were given 30 days to correct the violation. Chambers then 
5

proceeded to send letters to the Millses advising them that Galyn Manor was imposing a 

fine against them in the amount of $50 for each day that the commercial vehicle was parked 

on their property. By the end of 2007, the fines for the alleged violations associated with 

the unlawful parking of the commercial vehicle accumulated to $645. In October 2007, 

Chambers sent another letter to the Millses, informing them of the amount they owed. The 

letter stated that it was a “final notice,” that the Millses had until November 26 to pay, and 

that the letter served as “an attempt to collect a debt[.]”

Collection Efforts by Andrews & Lawrence 

In January 2008, Galyn Manor retained Andrews to provide legal services and to 

collect overdue assessments on behalf of the Association. Andrews is licensed as a debt 

collection agency with the Maryland Collection Agency Licensing Board,

1

and the Millses’ 

account was turned over to Andrews for debt collection.

Between January 2008 and May 2015, Andrews attempted to collect dozens of fines, 

fees, costs, and assessments against the Millses. Andrews’s collection activity included 

sending letters to the Millses, all of which are unsigned and identify, as their sender, 

“Andrews Law Group, LLC” or “Andrews & Lawrence Law Group, LLC,” rather than any 

specific individual. Andrews enclosed with most of these letters a document titled 

“Andrews & Lawrence Law Group, LLC Statement of Account,” reflecting that the firm 

itself maintained the operative account of the Millses’ asserted debt. Beginning in June 

 

1 The record reflects that Andrews’s debt collection activities required licensure 

with the Maryland Collection Agency Licensing Board because the firm had an employee 

who was “not a lawyer” and who was “engaged primarily to solicit debts for collection” or

“primarily ma[de] contact with a debtor to collect or adjust a debt.” BR § 7-102(b)(9). 
6

2012, the unnamed sender of these letters could be reached by email at 

info@AndrewsLawGroupLLC.com. Each letter ended with the following two sentences, 

presumably included for compliance with the federal Fair Debt Collection Practices Act 

(“FDCA”): “This letter is an attempt to collect a debt, and any information obtained will 

be used for that purpose. We are attorneys engaged in the practice of debt collection.”

Most of the communication concerning the Millses’ delinquent account was 

undertaken through Andrews’s collection paralegal, Kaya Thompson. Emails and 

documents reflect that over the years, the Millses communicated with Ms. Thompson on 

various occasions attempting to ascertain the account balance and nature of the fees and 

charges being assessed, and to work out payment arrangements. On a few occasions, the 

Millses proposed payment plans to Ms. Thompson, who would in turn communicate the 

proposal to the Galyn Manor Board of Directors. Once the Board communicated its

response to Ms. Thompson, she would relay those communications to the Millses. 

When Andrews began sending collection letters and account statements to the 

Millses in January 2008, the statement of account from January 2008 included the $660 in 

fines for the disputed commercial truck violations. In March 2008, Galyn Manor, through 

Andrews, charged the Millses a $1,500 administrative fee, which it added to the $660 in 

fines, more than doubling the Millses’ account balance. The basis for the administrative 

fee is not clear from the record. 

The Millses had been up to date with their annual assessment payments through 

2007 but were not able to pay the fines. In January 2008, the Millses began to fall behind 

in their quarterly assessment payments of $105. Andrews notified the Millses in April 
7

2008 that they owed $2,632.84 in “assessments due, late fees and costs of collections, 

including attorney’s fees authorized by the Declaration.” The letter did not specify whether 

the fines from the parking violations were included in the stated amount. Andrews warned 

the Millses that it would accelerate the debt and file a lien under the Maryland Contract 

Lien Act (“MCLA”) if the Millses did not satisfy the debt within 30 days. Andrews further 

advised the Millses that the debt would be presumed valid unless the Millses disputed its 

validity within 30 days. The Millses did not dispute the debt or otherwise respond to the 

letter within the 30-day period. A statement of lien was filed and recorded in June 2008 in 

the amount of $3,581.88. This amount represented the amount due and owed at the time—

$2,632.84, plus interest, late fees, attorney’s fees, and costs.

The Millses responded to the notice in August 2008. In a handwritten letter to 

Andrews, the Millses agreed to “make payment arrangements for all overdue quarterly 

HOA dues[,] but dispute[d] the validity of all other fines.” The Millses further stated that 

they were preparing “factual evidence to proceed with a hearing.” The Millses did not 

explain their failure to respond within the 30-day period. 

Andrews sent the Millses a second notice of acceleration and intent to file a lien in 

August 2010. Andrews stated that the Millses owed $4,256.88 in assessments, late fees, 

costs, and attorney’s fees. Andrews provided the Millses with their rights under the 

MCLA, and the Millses again failed to respond within 30 days. Thereafter, a statement of 

lien in the amount of $4,791.58 was filed and recorded. 

In October 2010, Galyn Manor filed a complaint against the Millses in the District 

Court of Maryland sitting in Frederick County for unpaid assessments accruing between 
8

January 2009 and October 2010. The district court entered judgment in favor of Galyn 

Manor in the amount of $1,872.93, representing unpaid quarterly assessments and $600 in 

attorney’s fees. In July 2011, Andrews filed a writ of garnishment against the Millses, 

seeking to garnish funds in the Millses’ bank account to satisfy the judgment. 

Shortly thereafter, the Millses asked Galyn Manor to rescind the garnishment. The 

Millses communicated this request through Andrews’s paralegal, Ms. Thompson. Galyn 

Manor’s board president communicated to Ms. Thompson that the Board had agreed to 

revoke the garnishment against the Millses’ bank account on the condition that the Millses

enter into a promissory note agreeing to pay $130 per month, based on a recognition by the 

board members that a larger payment might be “way too much to expect,” and that Galyn 

Manor would not benefit if the family went bankrupt.

The Millses executed a promissory note for $3,429 in August 2011. The note 

obligated the Millses to make monthly payments of $130. The note also included a 

confessed judgment clause. 

On January 3, 2012, four months after the Millses executed the promissory note, 

Andrews wrote to thank them for their monthly payment of $130 and noted that they still 

owed $3,044.60. Andrews enclosed a statement of account reflecting the balance of 

$3,044.60 and which also reflected that the Millses had made at least four monthly 

payments of $130 under the promissory note. 

Six months later, in June 2012, Andrews sent another letter thanking the Millses for 

a $300 payment and noted that their arrearage was now $14,433.86. As part of the 

recalculated arrearage, Andrews’s statement of account for June 2012 reflected additional 
9

fines and charges, including a charge of $6,450, which was reflected on the statement of 

account as a block entry for March 2011. These additional charges were placed on the 

Millses’ account after Galyn Manor hired a new management agent, Tom Van Pelt. 

Specifically, in March 2012, Mr. Van Pelt wrote to Andrews advising that he had recently 

taken over the management affairs for Galyn Manor and had learned that the Millses had 

“violated” a previous agreement with the Association by storing their landscape business 

equipment outside. As a result, Mr. Van Pelt instructed Andrews to “proceed and reinforce 

all prior enforcement, including liens, and reassert all charges.” There is no evidence in the 

record that the Mills family was given any notice of these fines, or the legal authority or basis 

for the fines. 

By May 2013, according to another unsigned letter from Andrews thanking the 

Millses for another $130 payment, the family’s debt to Galyn Manor had grown to 

$15,473.75. According to the statement of account attached to that letter, the balance now 

consisted of the following charges: 

• the initial $660 balance of January 2008;

• $2,426,26 in total quarterly assessments by Galyn Manor beginning in 

January 2008;

• $315 in late fees;

• $10,000 in “miscellaneous” charges (including the $6,450 block 

imposition of “fines,” described above);

• $5,268 in costs, many appearing to be charges for Andrews’s collection 

efforts; and

• $1,195.19 in interest 
10

Against the $19,864.75 in charges, the Mills family had made total payments of 

$4,391. Based upon the evidence in the record, from January 2008 to May 2013, the Mills 

family had paid Galyn Manor nearly $2,000 more than the total amount of Galyn Manor’s 

quarterly assessments ($4,391 in payments, against $2,426.26 in quarterly assessments). 

Yet the family had fallen into more than $15,000 in debt over the same period. 

Galyn Manor filed another district court complaint in August 2014 seeking 

$2,697.53 for unpaid assessments, plus an additional $600 in attorney’s fees together with 

$120 for service of process. Upon receipt of the summons, Mr. Mills emailed Ms. 

Thompson attempting to understand the nature of sums that were the subject of the lawsuit 

and to work out a payment plan to get current on the unpaid assessments: 

We just got served with papers showing the amount of all past 

due[] [HOA] fees. This amount will clear all past due quarterly 

installments and put us back up to date with the October 2014 

assessments due, correct? I am just making sure because we 

do agree to pay you the amount of all past due quarterly fees 

that we owe. 

I will still file with courts [sic] to make sure this clears 

everything. Should we get on a payment plan for that amount 

now and clear everything up on the court date? 

Ms. Thompson responded to Mr. Mills the same day, enclosing a statement of 

account reflecting a balance of $9,249.14. She explained that the district court suit only 

sought to collect the past-due assessments that had accrued for the past three years, and 

acknowledged that their collection efforts included attempts to collect debts dating back to 

the initial $660.00 charge from January 2008: 

The summons you were served with . . . does not show all past 

due HOA fees. It reflects assessments and costs of collection 
11

between October 2011 through December 2014. The total 

balance due on your account for assessments from January 

2008 (with a beginning balance of $660.00) through December 

2014 and costs of collection through September 8, 2014 is 

$9,249.14 (statement of account is attached). According to our 

records, the trial date is scheduled for November 7, 2014. If 

we are able to get a payment plan in place with enough time to 

spare, we would prepare a stipulation of dismissal based on the 

agreement, and once it has been signed by both Defendants, 

and the attorney, it would be filed with the court thus 

dismissing the current action. The payment plan would be 

based upon the full balance due. 

(emphasis added). The above exchange reflects that Ms. Thompson recognized that Galyn 

Manor could only sue for the past-due assessments which had accrued within the threeyear statute of limitations window but was nonetheless proposing a settlement that would 

include fines and other miscellaneous charges dating back to 2007. 

A consent judgment of $3,297.53 was entered in November 2014. In May 2015, 

Galyn Manor garnished $3,497.94 from the Millses’ bank account. Subsequently, Andrews 

filed a notice of satisfaction in the district court case reflecting payment in full for the 

delinquent HOA assessments that had accrued between October 2011 and October 2014. 

In February 2015, Andrews sent the Millses a new undated, unsigned letter 

advising that their account was in arrears and that the new past-due amount was 

$10,303.61, which included assessments through February 2015. Andrews advised that 

Galyn Manor intended to file a lien for the full amount of the arrearage under the MCLA 

and that if the Millses disputed the debt, they were required to file a complaint in the 

circuit court within 30 days. The statement of account included the initial $660 in fines 

from January 2008, the $1,500 miscellaneous administrative charge, and a miscellaneous 
12

charge dated March 2011 in the amount of $6,450 described as “fines.” By May 2015, 

the Millses alleged that Galyn Manor had recorded $28,938.83 in liens against their 

property under the MCLA.

II. PROCEEDINGS BELOW

After enduring nearly ten years of collection efforts against them with no apparent 

end in sight, the Millses commenced this suit in the Circuit Court for Frederick County in 

April 2016. In March 2017, the Millses filed an amended complaint alleging that Galyn 

Manor’s collection efforts violated the CPA and the MCDCA. The Millses also brought 

conversion and breach of contract claims. Galyn Manor filed a third-party complaint 

against Andrews, contending that Andrews agreed to indemnify Galyn Manor for any 

liability under its professional services agreement. 

In a memorandum opinion, the circuit court granted Galyn Manor’s summary 

judgment motion on the CPA claim, reasoning that the statute specifically exempts 

attorneys from liability. As a result, the circuit court held that Galyn Manor could not be 

vicariously liable for its attorney’s actions. The circuit court also awarded Galyn Manor 

judgment as a matter of law on the MCDCA claim, ruling that the Millses improperly used 

the statute as a vehicle to dispute the validity of the debt, whereas the statute only proscribes 

certain methods of collecting the debt. 

The circuit court also granted Galyn Manor judgment as a matter of law on the 

conversion and breach of contract claims that arose before April 1, 2013, holding that such 

claims were barred by the statute of limitations. The Millses’ claims that arose after April 

1, 2013, proceeded to trial. At the close of the Millses’ case, the circuit court awarded 
13

Galyn Manor judgment as a matter of law, concluding that the Millses did not present 

sufficient evidence to satisfy the elements of a breach of contract or conversion claim. 

The Millses timely appealed and the Court of Special Appeals affirmed in part, 

reversed in part, and remanded in part. Mills v. Galyn Manor Homeowner’s Ass’n, 239 

Md. App. 663 (2018). With respect to the Millses’ CPA claim, the Court of Special 

Appeals held that the circuit court erred in finding as a matter of law that the lawyers’

exemption for “professional services” under the CPA shielded Galyn Manor from either 

direct liability or vicarious liability for deceptive trade practices under the statute. Id. at 

674. The intermediate appellate court distinguished Fontell v. Hassett, 870 F. Supp. 2d 

395 (D. Md. 2012), in which the District Court held that a HOA could not be held 

vicariously liable under the Fair Debt Collection Practices Act (“FDCPA”) when the 

HOA did not independently qualify as a “debt collector” under the statute. Mills, 239 

Md. App. at 674. The Court of Special Appeals noted that unlike the FDCPA, which 

only imposes liability on “debt collectors,” the CPA, with some statutory exemptions, 

functions to hold any “person” liable, regardless of whether that person holds herself out 

as a debt collector. Id. The court reasoned that Galyn Manor qualifies as a “person” 

subject to liability under the CPA; therefore, “it would be improper for Galyn Manor to 

evade liability by hiring an attorney to commit violations on its behalf.” Id. (cleaned up) 

(internal citations omitted). The court further noted that under Maryland agency law, a 

principal may be held vicariously liable when the agent is immune. Id. at 675 (citing 

TransCare Md. Inc. v. Murray, 431 Md. 225 (2013); D’Aoust v. Diamond, 424 Md. 549, 
14

607 (2012)).

2 Accordingly, the intermediate appellate court held that Galyn Manor could 

be held vicariously liable for deceptive trade practices under the CPA even if the

professional services exemption applied to Andrews. Id.

The Court of Special Appeals also vacated and remanded the circuit court’s 

granting of judgment as a matter of law on the Millses’ MCDCA claim. Id. at 680. The 

court noted that to state a claim under MCDCA, the Millses “must establish two elements: 

(1) Galyn Manor did not possess the right to collect the amount of the debt sought; and 

(2) Galyn Manor attempted to collect the debt knowing that it lacked the right to do so.”

Id. at 677 (cleaned up) (citing Barr v. Flagstar Bank, FSB, 303 F. Supp. 3d 400, 420 (D. 

Md. 2018)). The court noted that the Millses did not dispute that they owed several 

months of delinquent assessment fees; rather, they alleged that Galyn Manor lacked the 

legal right to file liens because the statute of limitations had expired under the MCLA. 

Id. at 679. Accordingly, the Court of Special Appeals held that the Millses may pursue 

the MCDCA claim because they challenge Galyn Manor’s methods in filing liens. Id. 

The court further noted that the Millses’ “primary contention is that Galyn Manor levied 

fines against [them] that were not authorized by the HOA’s governing documents.” Id. 

On remand, the court directed the “circuit court to consider whether these fines are the 

type of ‘unauthorized charges’ covered by the statute.” Id. The Court of Special Appeals 

 

2 Galyn Manor and Andrews also urged the Court of Special Appeals to conclude 

that the Millses’ debts did not arise out of a “consumer transaction” and that the debts 

therefore do not fall within the purview of the CPA. The court declined to address this 

issue because it was not raised at the trial court. In Goshen Run Homeowners Association

v. Cisneros, ___ Md. ___ (2019), we addressed this issue and held that efforts to collect 

HOA assessments fall within the purview of the CPA. 
15

“direct[ed] the circuit court to determine, in light of Allstate Lien [& Recovery Corp. v. 

Stansbury, 219 Md. App. 575 (2014), aff’d 445 Md. 187 (2015)] and Barr, whether there 

is any dispute of material fact as to whether Galyn Manor had the right to collect each debt, 

and if not, whether Galyn Manor knew that it did not have such right.” Id. at 679–80. 

On the breach of contract claim, the Court of Special Appeals affirmed the circuit 

court’s granting of Galyn Manor’s motion for summary judgment on claims that arose 

before April 1, 2013, on the basis that such claims were barred by the statute of limitations. 

Id. at 683. The court declined to address the merits of any perceived error on the breach of 

contract claims arising after April 1, 2013, because the issue was not briefed on appeal. 

The intermediate appellate court also affirmed the circuit court’s entry of judgment in favor 

of Galyn Manor on the conversion claim. Id. at 684.

Finally, the Court of Special Appeals reinstated Galyn Manor’s third-party 

complaint against Andrews in connection with the Millses’ CPA and MCDCA claims 

pursuant to the indemnification clause contained in the professional services agreement 

between Galyn Manor and Andrews. Id. at 686.

Andrews and Galyn Manor then filed a petition for writ of certiorari, which this 

Court granted.

III. DISCUSSION 

Galyn Manor and Andrews raise the following questions for our review on appeal, 

which we have rephrased as follows3: 

 

3 The question presented in the writ of certiorari was:
16

1. Whether the Maryland Consumer Protection Act’s exemption for a

lawyer rendering “professional services” applies to all services rendered 

by a lawyer when undertaking debt collection activity? 

2. Whether the lawyers’ “professional services” exemption under the 

Consumer Protection Act also exempts the lawyer’s client from liability 

arising from the lawyer’s conduct in debt collection activities taken on 

behalf of the client? 

For the reasons set forth herein, we hold that, in the context of debt collection 

activity, not all services provided by a lawyer or a law firm fall within the professional 

services exemption under the CPA. Specifically, where: (1) the lawyer’s services could be 

provided by any licensed debt collection agency without regard to whether the agency is 

affiliated with a lawyer or a law firm; or (2) where the alleged conduct by the lawyer or 

law firm violates the MCDCA, the collection activities in question do not fall within the

lawyers’ “professional services” exemption of the CPA and do not thereby escape the reach 

 

The Maryland Consumer Protection Act “does not apply to” 

the “professional services” of a lawyer. In view of this 

exemption, can an attorney’s client be deemed to have violated 

the Act, or otherwise be subject to a claim for damages, based 

solely on the conduct of its attorney that, absent the attorney’s 

exemption, would, arguendo, constitute a violation of the Act?

As reflected above, the question presented included Petitioners’ asserted conclusion of law, 

which assumes that all services rendered by a lawyer in the context of debt collection activity 

are “professional services” that are exempt from the CPA. As set forth herein, Petitioners’ 

assumption is inconsistent with our holding in Scull v. Groover, Christie & Merritt, PC, 435 

Md. 112, 132 (2013), and the interrelated debt collection statutes which regulate lawyers’ 

conduct when undertaking debt collection activity. To fully address a client’s vicarious 

liability for their lawyer’s debt collection activities, it is necessary to first address the scope 

of the professional services exemption as it relates to the lawyer’s conduct. By addressing 

both issues, our holding on vicarious liability claims will not be based upon erroneous 

assumptions concerning a lawyer’s underlying liability under the CPA. 
17

of the Act. Simply put, a license to practice law is not a license to engage in deceptive or 

unfair debt collection activities with impunity. 

We further hold that to the extent that the CPA’s professional services exemption 

applies to a lawyer’s professional legal services, the plain language of the exemption does 

not apply to the lawyer’s client. The General Assembly adopted the CPA to provide 

additional remedies not found in common law. An expansive interpretation of the 

professional services exemption to cover an additional class of individuals is inconsistent 

with the purpose and intent of the CPA and its remedial nature. We decline to adopt an 

expansive judicial interpretation of the statutory exemption. If there are reasons to expand

the professional services exemption to include individuals not specifically identified in the 

statute, such expansion should be undertaken by the General Assembly. 

Our narrow construction of the statutory exemption for professional services is 

consistent with our prior jurisprudence concerning the application of statutory and common 

law immunities in the context of vicarious liability claims. We have previously held that,

where an agent has immunity, the principal is not entitled to immunity simply on the basis 

of the agent’s immunity—the principal must establish an independent basis for immunity. 

We have previously treated the concept of statutory “immunity” and statutory 

“exemptions” synonymously and see no reason to deviate here. 

Finally, consistent with our prior jurisprudence and the principles outlined in the 

Restatement, Restatement (Second) of Agency § 14N (Am. Law. Inst. 1958), we hold that 

under Maryland agency law the attorney-client relationship is a principal-agent 

relationship, pursuant to which vicarious liability claims may be brought. 
18

For these reasons, as set forth more fully herein, we affirm the judgment of the Court 

of Special Appeals. 

A. Standard of Review 

Under Maryland Rule 2-501(f), “the court shall enter judgment in favor of or against 

the moving party if the motion and response show that there is no genuine dispute as to any 

material fact and that the party in whose favor judgment is entered is entitled to judgment 

as a matter of law.” Md. Rule 2-501(f) (2015). When reviewing questions of law, this 

Court reviews the decision of the circuit court and the Court of Special Appeals without 

deference. See Chateau Foghorn v. Hosford, 455 Md. 462, 483 (2017).

To determine whether there is a dispute of material fact, the court independently 

reviews the record. See Tyler v. City of College Park, 415 Md. 475, 498 (2010) (“One way 

to defeat a properly supported motion for summary judgment is for the party opposing the 

motion to demonstrate to the court that there is a triable genuine dispute as to a material 

fact.”). The court reviews the record in the light most favorable to the nonmoving party 

and construes any reasonable inference against the moving party. See id. at 499. In our 

review, we consider “the grounds upon which the trial court relied.” D’Aoust v. Diamond, 

424 Md. 549, 575 (2012) (citing River Walk Apartments, LLC v. Twigg, 396 Md. 527, 541–

42 (2007)). If there is no dispute as to a material fact, the moving party is entitled to 

summary judgement as a matter of law. Id. In this case, the issue involves a question of 

law. Accordingly, our review is de novo. 
19

B. Parties’ Contentions4

Galyn Manor and Andrews contend that the professional services exemption under 

the CPA applies to all debt collection activities undertaken by Andrews. Andrews and 

Galyn Manor argue that collecting debt on behalf of clients is a professional service and 

that the General Assembly included the exemption so that the CPA would not interfere 

with an attorney’s representation of clients. Andrews and Galyn Manor assert that the 

statutory exemption should apply not only to the lawyer’s professional services, but also

to any action against a client arising out of the lawyer’s conduct. They assert that if the 

lawyer cannot be liable under the CPA, neither can the client for claims arising out of the 

lawyer’s conduct. 

Andrews and Galyn further contend that if the statutory exemption is not interpreted 

to apply to vicarious liability claims against a client, the effect would be to defeat the 

exemption in its entirety. Andrews and Galyn Manor argue that discrepancies exist

between the Maryland Attorneys’ Rules of Professional Conduct and the Consumer 

Protection Act, and that there are situations where an attorney may not be able to comply 

with both. Andrews and Galyn Manor argue that we should look to case law of other states, 

which they contend supports exemptions for legal services in their respective consumer 

protection laws. 

Andrews and Galyn Manor also assert that under Maryland agency law, an attorneyclient relationship is an independent contractor relationship rather than a principal-agent. 

 

4 Amicus briefs were also filed in this case by the Attorney General of Maryland, 

the Housing Initiative Partnership, Inc., and Civil Justice, Inc. 
20

They argue that traditional agency principles do not apply, and the client cannot be 

vicariously liable for actions undertaken by a lawyer. 

The Millses counter that interpreting the professional services exemption broadly to 

apply to clients defeats the remedial purpose of the CPA to prohibit deceptive business 

practices. The Millses contend that, because exemptions to remedial statutes must be 

narrowly construed, an additional exemption for clients must not be read into the statute. 

The Millses rely on Scull v. Groover, Christie & Merritt, PC, 435 Md. 112 (2013), to 

support a narrow construction of the exemption as applying only to the professional 

services of an attorney, rather than a blanket exemption for all actions of an attorney. Thus, 

the Millses contend, regardless of how broadly the Court finds the exemption, professional 

services of an attorney do not include debt collection. 

Further, the Millses argue that statutory exemptions are similar to statutory 

immunity for purposes of claims alleging vicarious liability. They rely upon our prior cases

for the proposition that principals must assert an independent basis for immunity regardless 

of the agent’s immunity. Finally, the Millses contend that under Maryland agency law, an 

attorney-client relationship is one of an agent and a principal, and that traditional agency 

principles apply to vicarious liability claims. 

C. Analysis 

Before we address the scope and application of the lawyer’s professional service 

exemption under the CPA as it may relate to vicarious liability claims against a lawyer’s 

client, it is necessary to examine the scope of the statutory exemption as it relates to the 

lawyer’s conduct in the context of debt collection activities. 
21

The CPA exempts from the scope of the Act, the “professional services” of an 

enumerated list of professions. CL § 13-104(1). 5 Pertinent to this case, the Act exempts 

the “professional services of a . . . lawyer.” Id. “The paramount object of statutory 

construction is the ascertainment and effectuation of the real intention of the Legislature.” 

Whiting-Turner Contracting Co. v. Fitzpatrick, 366 Md. 295, 301 (2001) (internal citations 

omitted). We have held that:

When the statute to be interpreted is part of a statutory scheme, 

it must be interpreted in that context. That means that, when 

interpreting any statute, the statute as a whole must be 

construed, interpreting each provision of the statute in the 

context of the entire statutory scheme. Thus, statutes on the 

same subject are to be read together and harmonized to the 

extent possible, reading them so as to avoid rendering either of

them, or any portion, meaningless, surplusage, superfluous or 

nugatory.

id. (internal citations omitted). In this case, the CPA’s professional service exemption as 

it pertains to a lawyer’s service must be examined in the context of the CPA, as well as the 

interrelated debt collection statutes which fall within the broad statutory enforcement 

provisions of the Act. 

 

5

In its entirety, the statutory exemption under CL § 13-104 for professional services 

for certain professionals reads as follows: 

This title does not apply to: (1) [t]he professional services of a 

certified public accountant, architect, clergyman, professional 

engineer, lawyer, veterinarian, insurance company authorized 

to do business in the State, insurance producer licensed by the 

State, Christian Science practitioner, land surveyor, property 

line surveyor, chiropractor, optometrist, physical therapist, 

podiatrist, real estate broker, associate real estate broker, or 

real estate salesperson, or medical or dental practitioner . . . 
22

1. Whether an Attorney Engaging in Debt Collection Activities is 

Exempt from the Consumer Protection Act

The Consumer Protection Act

In 1973, the General Assembly enacted the Maryland Consumer Protection Act. 

The purpose of the CPA is to “set certain minimum standards for the protection of 

consumers across the State . . . .” CL § 13-102(b)(1). In enacting the CPA, the General 

Assembly found that “existing laws are inadequate, poorly coordinated and not widely 

known or adequately enforced.” CL § 13-102(b)(2). As a result, the Legislature concluded 

that the State “should take strong protective and preventative steps to investigate unlawful 

consumer practices, to assist the public in obtaining relief from these practices and to 

prevent these practices from occurring in Maryland.” CL § 13-102(b)(3). To that end, the 

CPA prohibits all trade practices that are unfair, abusive or deceptive in, among other 

things, the collection of consumer debts. See CL §§ 13-301(14)(iii); 13-303(5). The 

General Assembly further instructed that the CPA shall be “construed and applied liberally 

to promote its purpose.” CL § 13-105. 

The CPA serves as a primary source of state oversight and regulation of debt 

collection activities. “Consumer credit” and “consumer debts” are express subjects of the 

CPA. See CL § 13-101(d) (defining “consumer credit” and “consumer debt” as “credit, 

debts or obligations . . . which are primarily for household, family, or agricultural 

purposes”). The CPA makes it unlawful to “engage in any unfair, abusive, or deceptive 

trade practice” in “[t]he extension of consumer credit” or “[t]he collection of consumer 

debts.” CL §§ 13-303(4); (5). 
23

To achieve its goals and enforce this prohibition, the CPA may be enforced through 

the Consumer Protection Division of the Office of the Attorney General, as well as through 

a private enforcement mechanism for injured consumers to obtain remedies. CL § 13-408. 

The Act’s private cause of action, codified at CL § 13-408(a), provides that “any person 

may bring an action to recover for injury or loss sustained by him as the result of a practice 

prohibited by [the Consumer Protection Act].” CL § 13-408(a). The CPA exempts from 

the scope of the Act the “professional services” of an enumerated list of professions. CL 

§ 13-104(1). Pertinent to this case, the Act exempts the “professional services of a . . . 

lawyer.” Id. 

We must determine the scope and application of the professional services exemption 

in the context of a lawyer’s or a law firm’s actions in undertaking debt collection activities. 

To make this determination, we must consider the CPA’s role as a statutory enforcement 

tool for violations of other debt collection statutes. Specifically, the General Assembly has 

provided that a violation of MCDCA, as well as the MCALA are per se violations of the 

CPA. See CL §§ 13-301(14)(iii); (xxix). The interrelationship of these statutes is 

significant in our discussion of the scope of the professional services exemption under the 

CPA when the lawyer or his or her firm is engaging in debt collection activity.

The Maryland Consumer Debt Collection Act

The MCDCA regulates any “person collecting or attempting to collect an alleged 

debt arising out of a consumer transaction.” BR § 14-201(b) (defining “collector”). The 

MCDCA prohibits eleven categories of conduct when collecting debts, including placing 

harassing or abusive calls to a debtor or claiming, attempting, or threatening to enforce a 
24

right with knowledge that the right does not exist. CL §§ 14-202(6); (8). The MCDCA 

also provides that a collector may not “[e]ngage in unlicensed debt collection activity in 

violation of the Maryland Collection Agency Licensing Act . . . .” CL § 14-202(10). 

Unlike the CPA, the MCDCA does not contain any exemption for lawyers engaged in debt 

collection activities. 

Although MCDCA authorizes a private right of action (CL § 14-203), it does not 

provide for its own public enforcement. Rather, the General Assembly incorporated a 

provision into the CPA making it an “unfair or deceptive trade practice” to engage in 

conduct that violates the MCDCA. CL § 13-301(14)(iii). 

Maryland Collection Agency and Licensing Act 

MCALA requires a collection agency6to be licensed by the State Collection Agency 

Licensing Board unless exempted by the Act. BR §§ 7-101; 7-301. Like the CPA, 

MCALA contains an exemption from the statute for lawyers providing professional 

services. Specifically, the statutory exemption under MCALA states that the statute does 

not apply to:

a lawyer who is collecting a debt for a client, unless the lawyer 

has an employee who: 

(i) Is not a lawyer; and 

(ii) Is engaged primarily to solicit debts for collection or 

primarily makes contact with a debtor to collect or 

adjust a debt through a procedure identified with the 

operation of a collection agency . . . .

 

6

“Collection Agency” is defined under MCALA as “a person who engages directly 

or indirectly in the business of: . . . collecting for, or soliciting from another, a consumer 

claim . . . .” BR § 7-101(d)(1)(i). 
25

BR § 7-102(b)(9) (emphasis added). Under MCALA, the General Assembly has not 

categorically exempted all law firms from the licensing requirements of the statute. 

Specifically, where a lawyer or a law firm is acting like a debt collection agency—i.e.,

primarily providing debt collection services through non-lawyer employees—the General 

Assembly treats the lawyer or law firm providing these services in the same manner as any 

other debt collection agency for purposes of MCALA. A violation of MCALA is a 

violation of the MCDCA (CL § 14-202(10)), as well as a violation of the CPA (CL § 13-

301(14)(xxix)). 

Scope of the CPA’s Professional Services Exemption in the Context 

of Attorney’s Debt Collection Activity 

Against the backdrop of these interrelated debt collection statutes, we must 

determine the scope of the professional services exemption under the CPA when a lawyer 

or a law firm is engaged in debt collection activities. 

There is no definition of “professional services” contained in the CPA. Nor is there 

any legislative history available pertaining to the 1974 enactment of what is now CL § 13-

104(1). In Scull, we reviewed the professional services exemption in the context of medical 

billing practices. 435 Md. at 115. Specifically, we were asked to determine whether billing 

practices of a health care provider fell within the “professional services” of a “medical 

practitioner” and were therefore exempt from CL § 13-104(1). Id. After noting the lack 

of a definition of “professional services” and the lack of legislative history available for 

our review, we discussed at length the meaning of “professional services” in other contexts. 

Id. at 126–27. We examined Maryland statutes that establish licensing schemes for 
26

professionals and that they receive licenses on the “basis of specialized training, 

experience, and demonstrated competence.” Id. at 129. We noted that in other contexts, 

Maryland law “distinguishes the commercial and entrepreneurial aspects of a medical 

practice from the actual rendering of health care services when applying laws relating to 

‘professional services.’” Id. at 130. 

We concluded that “not everything that a licensed professional does is a 

‘professional service.’” Id. at 129 (citing Heavenly Days Crematorium, LLC v. Harris, 

Smariga & Assoc., Inc., 433 Md. 558, 570 (2013) (holding that a statute creating a special 

condition to bring an action alleging negligent provision of professional services “does not 

erect a special fence around licensed professionals that protects them from claims of 

ordinary negligence”). We declined to adopt the broad interpretation of “professional 

services” advanced by the physician’s practice. Id. at 132. In doing so, we held that:

[T]he exclusion in CL § 13-104(1) applies only to the actual 

professional services of a physician. The commercial aspects 

of a medical practice, such as compliance with laws concerning 

who may be billed and how, are not exempt from the Consumer 

Protection Act. When those billing practices involve unfair or 

deceptive trade practices, as defined in the Consumer 

Protection Act, the medical practice may be subject to a private 

action brought by a person injured by the violation.

Id.

Consistent with our holding in Scull, we decline to adopt a blanket professional 

services exemption under the CPA for all conduct undertaken by a lawyer or a law firm

when the lawyer or firm is engaged in debt collection activity. Such an interpretation would 

be inconsistent with related debt collection statutes enacted by the General Assembly. 
27

As discussed above, under MCALA, the statute does not apply to a lawyer who is 

collecting a debt for a client unless the lawyer has a non-lawyer employee who is “engaged 

primarily to solicit debts for collection or primarily makes contact with a debtor to collect 

or adjust a debt through a procedure identified with the operation of a collection agency.” 

BR § 7-102(b)(9) (emphasis added). By carving out an exception to the exemptions under 

MCALA, the General Assembly recognized that not all professional services undertaken 

by a lawyer should be exempt from the licensing requirements of the statute. Where a law 

firm is undertaking the same activities as a collection agency through non-lawyer 

employees, the lawyer or law firm is treated no differently from a collection agency under 

MCALA. We decline to adopt a broad interpretation of the professional services 

exemption under the CPA which would be at odds with the exemption under MCALA for 

lawyers performing collection services primarily through non-lawyer employees. See State 

v. Roshchin, 446 Md. 128, 140–41 (2016) (noting that “it is a common maxim of statutory 

construction that related statutes governing the same subject are to be construed together 

and harmonized”).

Similarly, the interpretation advanced by Andrews and Galyn Manor is also 

inconsistent with the application of the MCDCA. Under the MCDCA, there is no 

professional services exemption for lawyers. The CPA expressly provides that it is a 

violation of the CPA to engage in any debt collection activity prohibited by the MCDCA. 

CL § 13-301(14)(iii). It would be illogical to ascribe to the Legislature an intent to permit 

law firms acting as debt collection agencies to make harassing debt collection phone calls, 
28

or to send debt collection letters knowingly claiming rights that do not exist, while 

prohibiting all other collection agencies from engaging in the same conduct. 

We shall construe the general exemption for lawyer’s “professional services” under 

the CPA consistently with the MCDCA and MCALA. Moreover, given the Legislature’s 

incorporation of the specific prohibited conduct identified in the MCDCA into the general 

CPA statute which prohibits abusive, unfair and deceptive trade practices generally, we 

shall apply the long-recognized principle of statutory construction that a “specific statutory 

provision governs over a general one.” Clarksville Residents Against Mortuary Defense 

Fund, Inc. v. Donaldson Props., 453 Md. 516, 538 (2017) (internal quotations omitted)

(quoting Lumbermen’s Mut. Cas. Co. v. Ins. Comm’r, 302 Md. 248, 268 (1985)). 

Here, Andrews is a licensed debt collection agency under MCALA. Galyn Manor 

retained Andrews to engage in debt collection services on its behalf. A factfinder could 

find that the conduct alleged by the Millses violated not only the CPA, but also the 

MCDCA, to which no exemption applies. A majority of the conduct alleged by the Millses

to violate the CPA involves actions undertaken by Andrews’s paralegal to collect debts on 

Galyn Manor’s behalf. Over the years, Andrews’s paralegal engaged in a range of debt 

collection activities, including: verbal and written communications with the Millses 

concerning their account balance; sending regular account statements reflecting the 

application of payments to the delinquent account, as well as the imposition of new 

assessments, fines, and fees (as directed by the HOA); acting as the intermediary between 

the Millses and the HOA concerning payment plans and settlement negotiations; and 

arranging for the execution and delivery of a promissory note for the repayment of debt. 
29

These services do not require a professional license and may be performed by any 

collection agency.7 Andrews’s status as a law firm does not give its employees a free pass 

to violate the MCDCA when collecting consumer debts. 

In conclusion, we shall interpret the “professional services” exemption of the CPA 

consistent with the provisions of MCALA and MCDCA. We hold that in the debt 

collection context, where a lawyer or law firm engages in debt collection activity which: 

(1) requires a license under MCALA; or (2) which would be prohibited under MCDCA, 

the professional services exemption of the CPA, CL § 13-104(1) does not apply to the 

conduct or services. 

Andrews’s Reliance on Out-of-State Cases is Inapposite 

and Inconsistent with our Cases

In support of its position that the professional services exemption in the CPA should 

apply to all conduct of a lawyer or a law firm, Andrews and Galyn Manor argue that a 

contrary interpretation could create a conflict between a lawyer’s obligation under the CPA 

and the lawyer’s obligation to his or her client under the Maryland Attorneys’ Rules of 

Professional Conduct (“MARPC”). To support its position, Andrews and Galyn Manor 

cite to three out-of-state cases—Doyle v. Frederick J. Hanna & Associates, P.C., 695 

S.E.2d 612 (Ga. 2010); Averill v. Cox, 761 A.2d 1083 (N.H. 2000); and Short v. Demopolis, 

 

7 Of course, some of the activities undertaken by Andrews would be considered 

professional services of a lawyer, which would be exempt from the application of the CPA. 

For example, Andrews’s actions in filing lawsuits or filing liens under the MCLA would 

constitute professional services that only a licensed attorney could undertake. These 

actions were undertaken by Andrews as the agent of Galyn Manor. Although Andrews 

may be exempt from the CPA for any deceptive or unfair trade practices arising from such 

professional services, we hold in this case that its client is not. 
30

691 P.2d 163 (Wash. 1984). Andrews and Galyn Manor argue that these cases support 

their proposition that all lawyer’s conduct should be exempt from consumer protection 

statutes on public policy grounds because the judiciary regulates the legal profession.

Andrews and Galyn Manor urge the Court to follow the Georgia Supreme Court’s 

analysis in Doyle. In Doyle, a divided (4-3) court held that a law firm’s debt collection 

activity undertaken on behalf of clients did not fall within the Georgia Fair Business 

Practices Act (FBPA) even if certain services were provided by non-lawyers and could 

have been offered by a debt collection company without any lawyers. 695 S.E.2d at 615. 

The majority held that rendering debt collection services “is a necessary part of the practice 

of debtor-creditor law. Because Appellee was engaged in that very practice here, it was 

rendering a professional service. Accordingly, its acts fall within the learned profession 

exemption.” Id. (quoting Reid v. Ayers, 531 S.E.2d 231, 235–236 (N.C. App. 2000))

(internal brackets omitted). 

We decline to follow the Georgia Supreme Court’s analysis. It is inconsistent with 

our decision in Scull, as well as our established case law which requires that we narrowly 

construe exemptions where the General Assembly has created remedies that are not found 

in common law. See Lockett v. Blue Ocean Bristol, LLC, 446 Md. 397, 424 (2016)

(explaining that to effectuate the purpose of a remedial statute, “exemption from remedial 

legislation must be narrowly construed”). Moreover, as noted above, it would be illogical 

for the General Assembly to prohibit debt collection agencies from engaging in conduct in 

violation of the MCDCA, such as making harassing debt collecting phone calls or sending 
31

debt collection letters knowingly claiming rights that do not exist, while giving lawyers 

carte blanche to engage in such conduct in the name of rendering “professional services.”

In Averill, the client brought an action against his attorney and his law firm alleging 

a violation of the New Hampshire consumer protection act in connection with the 

disposition of his workers’ compensation settlement proceeds. 761 A.2d at 1086. In 

holding that the practice of law fell within the statutory exemption for professional conduct,

which is regulated by a regulatory board, the Supreme Court of New Hampshire concluded 

that “our regulation of the practice of law is comprehensive and protects consumers from 

the same fraud and unfair practices as [the state’s consumer protection act].” Id. at 1088.

We do not find the holding in Averill to be persuasive authority to support 

Andrews’s and Galyn Manor’s expansive interpretation of the professional service 

exemption. Our holding in this case does not disturb the lawyers’ professional services 

exemption under the CPA which would preclude claims brought by a former client against 

his lawyer alleging CPA violations related to professional services rendered by the lawyer. 

In Demopolis, a law firm sought to recover fees allegedly owed to it by a former 

client. 691 P.2d at 164. The former client filed a counterclaim alleging a violation of the 

Washington consumer protection act, in addition to alleging violations of the state’s rules 

of professional responsibility and malpractice. Id. at 165. The client’s consumer protection 

counterclaims fell into two categories. Id. at 168. The first category related to the lawyer’s 

performance of services in failing to properly gather essential facts and properly evaluate 

the dissolution of a real estate partnership. Id. The second category related to the lawyer’s 

billing and collection of attorney’s fees. Id. The Washington Supreme Court found that 
32

the first category, which alleged negligence or malpractice, were exempt from the 

consumer protection act. Id. The court found that the second category, related to the 

lawyer’s billing and collection actions, were entrepreneurial aspects of the practice of law 

and were proper claims under the consumer protection act. Id. at 170. The court 

recognized that the Legislature carefully drafted the act to “bring within its reaches every 

person who conducts unfair or deceptive acts or practices in any trade or commerce.” Id.

at 168. Thus, the court concluded that certain aspects of the practice of law fall within the 

realm of conduct regulated by the consumer protection act. Id. at 168. 

The Washington Supreme Court’s decision in Demopolis is consistent with our 

holding in this case and our decision in Scull. The professional services exemption under 

the CPA applies to a lawyer’s professional services. However, the CPA does not create a 

blanket exemption for lawyers and law firms to engage in unfair and deceptive trade 

practices when undertaking debt collection services, which would violate the CPA if the 

same services were undertaken by a debt collection agency or if the conduct would 

otherwise violate the MCDCA. 

We note that other state supreme courts have embraced similar interpretations of 

their respective consumer protection acts and have declined to adopt a blanket exemption 

for all conduct by attorneys. In Connecticut, the state supreme court addressed the question 

of whether the Connecticut Unfair Trade Practices Act applied the practice of law. Heslin 

v. Ct. Law Clinic, 461 A.2d 938, 941 (Conn. 1983). The court determined that given the 

act’s regulation of “the conduct of any trade or commerce,” it “does not totally exclude all 

conduct of the profession of law.” Id. at 943. In Alaska, the court applied the state’s unfair 
33

trade practices and consumer protection act to attorneys’ debt collection activities. Merdes 

& Merdes, P.C. v. Leisnoi, 410 P.3d 398, 412 (Alaska 2017) (citing Pepper v. Routh 

Crabtree APC, 219 P.3d 1017, 1024 (Alaska 2009)). In Hawaii, the state supreme court 

held that an attorney cannot escape liability for actions prohibited by the state’s unfair or 

deceptive acts or practices statute by claiming that the actions “constituted or were 

intermingled with legal services.” Goran Pleho, LLC v. Lacy, 439 P.3d 176, 197 (Haw. 

2019) (holding that when a defendant engages in the sort of actions that the court has held 

necessarily involve “conduct in any trade or commerce” within the meaning of HRS § 480-

2(a), it is no defense that those actions constituted or were intermingled with legal 

services). These cases are consistent with our holding in Scull, as well as our holding here. 

Compliance with CPA and Maryland Attorneys’

Rules of Professional Conduct

Andrews and Galyn Manor argue that if the CPA does not provide a blanket 

exemption for lawyers when undertaking debt collection services on behalf of a client, 

conflicts could arise under the lawyer’s obligations to his or her client under the MARPC 

on the one hand, and his or her obligations under the CPA, on the other. For example, 

Andrews and Galyn Manor argue that lawyers must provide “full disclosure” to the 

consumer under the CPA, but that lawyers often engage in negotiations with debtors over 

an amount the parties are willing to settle for and often begin discussions at an amount that 

is more than a client is actually willing to accept. Given the nature of these settlement 

discussions, Andrews and Galyn Manor suggest that the lawyer’s duty to his or her client 

could be inconsistent with their obligations to the debtor under the CPA. 
34

We do not find this argument persuasive. In the context of debt collection activities 

undertaken by a law firm on behalf of a client, we believe it is both possible, and indeed a 

requirement of the law, for a lawyer to zealously represent his client’s interests and to also 

comply with the minimum standards established by the debt collection requirements of the 

CPA and the MCDCA. For example, as noted above, there is no lawyers’ professional 

services exemption for debt collection activity under the MCDCA. When attempting to 

collect a debt, a lawyer may not claim, attempt, or threaten to enforce a right with 

knowledge that the right does not exist. CL § 14-202(8). Where a client hires a law firm 

to undertake debt collection activities that could be undertaken by a debt collection agency, 

the law firm can and must comply with both the requirements of the MARPC and the debt 

collection parameters of the MCDCA and CPA. 

2. Whether the Lawyer’s Professional Services Exemption Under the 

CPA Applies to Vicarious Liability Claims Against a Client for the 

Attorney’s Conduct 

There may be instances where a lawyer or a law firm is undertaking professional 

services on behalf of a client when undertaking debt collection activities which could be 

exempt under the CPA’s professional services exemption. For example, a lawyer might 

file a lawsuit to recover delinquent HOA fees on behalf of a client or may file a statement 

of lien under the MCLA. These are professional services which are undertaken by a lawyer 

to which the professional services exemption would apply. 

The question before us today is whether a lawyer’s client is included in the 

exemption. In other words, when an attorney acts on behalf of a client, may the client be 

held vicariously liable under the CPA for the actions of their attorney if the attorney 
35

conduct is exempt from the Act? For the reasons set forth herein, we hold that the statutory 

exemption for a lawyer’s professional services does not apply to vicarious liability claims 

against a client for the attorney’s conduct. 

Plain Language of the Exemption; Purpose and Intent of CPA

The plain language of the statute is silent on whether the lawyers’ exemption for 

professional services under the CPA flows through to a client who retains the services of a 

law firm to provide debt collection services. Andrews and Galyn Manor are asking this 

Court to supply an expanded judicial interpretation to the professional services exemption 

to cover potential vicarious liability claims, which may flow through to Andrews’s client. 

For the reasons set forth herein, we decline to adopt such an expansive interpretation. 

“A court’s primary goal in interpreting statutory language is to discern the 

legislative purpose, the ends to be accomplished, or the evils to be remedied by the statutory 

provision under scrutiny.” Lockshin v. Semsker, 412 Md. 257, 274 (2010). We begin first 

with the plain language to ascertain the General Assembly’s purpose and intent. Id. at 275. 

Our goal is to construe the statute to advance its purpose, not to frustrate it. Lockett v. Blue 

Ocean Bristol, LLC, 446 Md. 397, 423 (2016) (citing Neal v. Fisher, 312 Md. 685, 693 

(1988)). In Lockshin, we summarized the applicable principles of our statutory analysis as 

follows: 

We . . . do not read statutory language in a vacuum, nor do we 

confine strictly our interpretation of a statute’s plain language 

to the isolated section alone. Rather, the plain language must 

be viewed within the context of the statutory scheme to which 

it belongs, considering the purpose, aim, or policy of the 

Legislature in enacting the statute. We presume that the 

Legislature intends its enactment to operate together as a 
36

consistent and harmonious body of law, and, thus, we seek to 

reconcile and harmonize the parts of a statute, to the extent 

possible consistent with the statute’s object and scope. 

Lockshin, 412 Md. at 275–76 (internal citations omitted). 

As noted above, the plain language of the professional services exemption does not 

include the professionals’ clients within its language. Andrews and Galyn Manor asks the 

Court to supply an expanded interpretation of the statutory exemption for professional 

services, which is contrary to the purpose and intent of the CPA. The CPA prohibits all 

trade practices that are unfair and abusive trade practices in the collection of consumer

debts. See CL §§ 13-301(14)(iii); 13-303(5). The General Assembly has specifically

instructed that the CPA shall be construed and applied liberally to promote its purpose of 

protecting consumers. CL §§ 13-105, 13-102(3); see also Scull v. Groover, Christie & 

Merritt, PC, 435 Md. 112, 125 (2013). 

Consistent with the Legislature’s express directive, we have held that “[w]hen a 

statute provides remedies not available at common law, the statute is remedial.” Lockett, 

446 Md. at 424. “Once we have determined that a statute is remedial in nature, it must be 

liberally construed, in order to effectuate its broad remedial purpose.” Id. (cleaned up) 

(citing Pak v. Hoang, 378 Md. 315, 326 (2003)); see also Wash. Home Remodelers, Inc. v. 

State, 426 Md. 613, 630 (2012) (noting that the CPA “constitutes remedial legislation that 

is intended to be construed liberally in order to promote its purpose of providing a modicum 

of protection for the State’s consumers”). Indeed, this Court has warned against construing 

remedial statutes like the CPA with a “narrow or grudging process” that “exemplif[ies] and 
37

perpetuate[s] the very evils to be remedied.” Pak, 378 Md. at 326 (quoting Neal, 312 Md. 

at 694) (cleaned up). 

For similar reasons, we have held that “exemptions from remedial legislation must 

be narrowly construed.” Lockett, 446 Md. at 424 (quoting State Admin Bd. of Election 

Laws v. Billhimer, 314 Md. 46, 64 (1988)). Reading additional exemptions into a remedial 

statute limits the possibility of remedies beyond what the Legislature intended. “It is not 

our proper function to add to the statute another class of exemptions. That is a legislative 

function.” Dutta v. State Farm Ins. Co., 363 Md. 540, 553 (2001). Therefore, to effectuate 

the intent of the General Assembly, we must narrowly construe the professional services 

exemption of the Consumer Protection Act. 

We decline to interpret the statutory exemption for a lawyer’s professional services 

to cover another class of individuals—the lawyer’s clients—where no such exemption 

exists in the plain language of the statute, and where such an expanded interpretation would 

run contrary to the purpose and intent of this remedial statute. If the exemption should be 

expanded, then that is the role of the Legislature, not the role of this Court. 

Our Narrow Construction of the Statutory Exemption is Consistent with 

Our Treatment of Statutory Immunities 

In holding that the professional services exemption does not apply to vicarious 

liability claims against the client, the Court of Special Appeals relied upon our cases 

discussing immunities, where we have held that a principal may be vicariously liable when 

an agent is immune. In D’Aoust v. Diamond, 424 Md. 549 (2012), we held “as a matter of 

law, that the principal in an agency relationship is not entitled to receive immunity simply 
38

because the agent is entitled to receive immunity; the principal must establish an 

independent basis to receive the benefit of an immunity shield.” Id. at 605–06. We further 

noted that under our existing case law, “unless there is an independent source of immunity 

for the employer or principal, a cause of action premised on vicarious liability can be 

brought even if the employee or agent is entitled to immunity.” Id. at 607. 

The intermediate appellate court also noted that we recently revisited our holding in 

D’Aoust to determine whether an employer could assert an employee’s statutory immunity 

under the Good Samaritan Act. In TransCare Md., Inc. v. Murray, 431 Md. 225 (2013), 

we rejected the employer’s attempts to “distinguish D’Aoust on the basis that it concerned 

common law immunity rather than statutory immunity,” holding that our “conclusion 

applied to the concept of immunity generally as it relates to causes of action based upon 

vicarious liability.” Id. at 242. Accordingly, we held that the employer could be held 

vicariously liable even though the tortfeasor was immune from liability. Id. at 242–43; see 

also James v. Prince George’s Cty., 288 Md. 315, 332 (1980) (“As a general rule . . . the 

master remains liable for the servant’s conduct even through the servant himself is not 

liable because of a personal immunity.”). 

Further, Andrews and Galyn Manor argue that these cases are limited to servantmaster relationships and therefore have no application to this case. We disagree. Although 

we have discussed the application of immunities in the context of servant-master 

relationships, our holding in those cases applies in the broader context of principal and 

agent relationships generally. See TransCare, 431 Md. at 242–43; D’Aoust, 424 Md. at 

605–07. 
39

Andrews and Galyn Manor contend that a statutory exemption is different from a 

statutory immunity and that, therefore, our analysis in the immunity context does not apply. 

We are not persuaded by this argument. Although this case involves the interpretation of a 

statutory exemption instead of the application of a common law immunity or statutory 

immunity, we agree with the Court of Special Appeals that we have previously treated 

“immunity” and “exemption” synonymously. In Catonsville Nursing Home v. Loveman, 

349 Md. 560 (1998), we noted that “exemption” is defined as “[f]reedom from a general duty 

or service; immunity from a general burden,” or “the state of being exempted; immunity.” Id.

at 576 (emphasis added) (citing Exemption, Black’s Law Dictionary (6th ed. 1990);

Exemption, The Random House Dictionary of the English Language (Unabridged ed. 1983)). 

We see no reason to treat statutory exemptions differently from statutory immunities for 

purposes of claims arising from vicarious liability. This interpretation is consistent with our 

holding that if the General Assembly believes that the exemption should be expanded to 

include another class of individuals or entities, it may do so.

Vicarious Liability and Agency

Finally, Andrews and Galyn Manor assert that Galyn Manor cannot be vicariously 

liable for conduct by Andrews because they contend that the attorney-client relationship is 

unique and is more akin to an independent contractor relationship than a traditional 

principal-agent one. To support its assertion, they rely upon Brady v. Ralph Parsons Co., 

308 Md. 486 (1987), where we noted that “independent contractors generally considered 

to be agents include attorneys . . . and other similar persons who conduct transactions for 

their principal.” Id. at 510, n.27 (citations omitted). Andrews and Galyn Manor cite Brady
40

for the proposition that “[t]he doctrine of respondeat superior does not ordinarily apply to 

the independent contractor relationship.” Id. at 512. The argument advanced by Andrews 

and Galyn Manor misstates this Court’s previous holdings on agency. Brady was a 

physical injury case and did not depart from our traditional reliance on Restatement 

principles in the context of agency. Id.

The Restatement and this Court’s precedent establish that the relationship between 

a lawyer and client is ordinarily one of principal and agent, with the lawyer having the 

status of “an agent and also an independent contractor.” See Restatement (Second) of 

Agency § 14N; see also id. § 1, cmt. e (attorneys are “agents, although as to their physical 

activities they are independent contractors”); see also Henley v. Prince George’s Cty., 305 

Md. 320, 340, n.5 (1986) (“Independent contractors generally considered to be agents 

include attorneys . . . and other similar persons who conduct transactions for their 

principal.”); Advance Fin. Co. v. Clients’ Security Trust Fund, 337 Md. 195, 201 (1995)

(considering the application of agency law to lawyers). Under the Restatement and our 

case law, no special principles apply to liability arising from the lawyer-client relationship. 

See, e.g., Restatement (Second) of Agency § 253, cmt. a (discussing liability of client, as 

principal, for tortious institution of legal proceedings by lawyer, as agent); Advance Fin. 

Co., 337 Md. at 201 (“agents are lawyers whose principals are clients”).

In this case, the Millses contend that Galyn Manor is vicariously liable for actions 

undertaken by Andrews as Galyn Manor’s agent. The party that claims the existence of an 

agency relationship has the duty to prove the nature and extent of the relationship. See 

Green v. H & R Block, 355 Md. 488, 503 (1999). To defeat a motion for summary 
41

judgment, the party must present “legally sufficient evidence of a principal-agent 

relationship.” Id. at 504. The presence of an agency relationship “turns on the parties’ 

intentions as manifested by their agreements or actions.” Id. at 503. Evidence of an agency 

relationship is not limited to an express agreement but may be implied from words and 

conduct. See Medical Mut. Liab. v. Mut. Fire, 37 Md. App. 706, 712 (1977) (clarifying 

that a principal and agent relationship is implied through the party’s conduct and the 

circumstances). 

We have held that the determination of the existence of a principal-agent 

relationship depends on three considerations: “(1) the agent’s power to alter the legal 

relations of the principal; (2) the agent’s duty to act primarily for the benefit of the 

principal; and (3) the principal’s right to control the agent.” Green, 355 Md. at 503. “A 

principal need not exercise physical control over the actions of its agent in order for an 

agency relationship to exist; rather, the agent must be subject to the principal’s control over 

the result or ultimate objectives of the agency relationship.” Id. at 507–08. 

The MARPC highlights the inherent agency relationship that exists between the 

attorney and client. Maryland Rule 19-301.2 requires that: 

an attorney shall abide by a client’s decisions concerning the 

objectives of the representation and . . . consult with the client 

as to the means by which they are to be pursued. An attorney 

may take such action on behalf of the client as is impliedly 

authorized to carry out the representation. 

Thus, although the attorney provides advice, the client must make the ultimate 

decision as to the purpose of the litigation or legal involvement and the mechanisms the 

attorney employs to reach the goals of the litigation.
42

In this case, there is sufficient evidence for a factfinder to conclude that Andrews 

was acting at all times as Galyn Manor’s agent when it engaged in debt collection activities.

As the principal, Galyn Manor had the ability to select or discharge Andrews as its

attorneys. As the agent, Andrews could alter the legal relation of the principal and was 

required to undertake its work for Galyn Manor’s benefit. Specifically, the parties entered 

into an agreement whereby Andrews agreed to undertake the servicing of all HOA 

assessment accounts, including the collection of delinquent accounts “as directed by the 

client.” When Andrews filed statements of lien against the Millses’ property on behalf of 

Galyn, the attorney signed each statement as the “Attorney & Agent” of Galyn Manor. The 

evidence in the record establishes that Andrews’s paralegal regularly consulted with Galyn 

Manor concerning the Millses’ account, including the Millses’ offers to resolve payment 

matters and efforts to enter into a payment plan. Similarly, evidence in the record reflects 

that Galyn Manor provided specific instructions to Andrews with respect to the collection 

of fines and charges, including the reinstatement of prior charges after Galyn Manor 

determined that the Millses had violated a previous “settlement agreement.” 

Andrews was clearly acting as Galyn Manor’s agent when undertaking debt 

collection activities. Galyn Manor can be held vicariously liable for actions undertaken by 

Andrews in violation of the CPA.8 To the extent that any portion of Andrews’s conduct 

 

8

In further support of their argument that a client cannot be vicariously liable for a 

lawyer’s actions under agency principles, Andrews and Galyn Manor point out that 

violations of the CPA can include criminal penalties, as well as civil remedies. This is not 

a criminal case. It is a civil case brought by the homeowners pursuing private remedies 

under CL § 13-408. We do not need to address whether a client can be held criminally 
43

may be considered the rendering of professional services and therefore exempt under the 

CPA, the plain language of the statutory exemption does not apply to Galyn Manor, and 

any efforts to expand the exemption must be undertaken by the Legislature. 

IV. CONCLUSION

For the reasons set forth herein, we hold that in the context of debt collection 

activity, not all services provided by a lawyer or a law firm fall within the “professional 

services” exemption under the CPA. Specifically, where: (1) the lawyer’s services could 

be provided by any licensed debt collection agency without regard to whether the agency 

is affiliated with a lawyer or a law firm; or (2) where the alleged conduct by the lawyer or 

law firm violates the MCDCA, the collection activities in question do not fall within the 

lawyers’ professional services exemption of the CPA, thereby escaping the reach of the 

Act. 

We further hold that to the extent that the CPA’s professional services exemption 

applies to a lawyer’s professional legal services, the plain language of the exemption does 

not apply to vicarious liability claims against a lawyer’s client. An expansive interpretation 

of the professional services exemption to cover an additional class of individuals is 

inconsistent with the purpose and intent of the CPA, and its remedial nature, which the 

General Assembly adopted to provide additional remedies not found in common law. We 

decline to adopt an expansive judicial interpretation of the statutory exemption. If there 

are reasons to expand the professional services exemption to include individuals not 

 

responsible for his or her lawyer’s conduct because that is not an issue before the Court in 

this case. 
44

specifically identified in the existing language, such expansion should be undertaken by 

the General Assembly. 

Our interpretation of the statutory exemption for professional services is consistent 

with our jurisprudence concerning the application of statutory and common law immunities 

in the context of vicarious liability claims. We have held that where an agent has immunity, 

the principal does not have immunity simply because the agent has immunity; the principal 

must establish an independent basis to receive the benefit of immunity. We have 

previously treated the concept of statutory “immunity” and statutory “exemptions” 

synonymously and see no reason to deviate here. 

Finally, we hold that under Maryland agency law as well as the Restatement, upon 

which we frequently rely in the agency context, the attorney-client relationship is a 

principal-agent relationship under which vicarious liability claims may be brought. 

JUDGMENT OF THE COURT OF 

SPECIAL APPEALS IS AFFIRMED. 

COSTS IN THIS COURT AND IN THE 

COURT OF SPECIAL APPEALS TO BE 

PAID BY PETITIONERS.
IN THE COURT OF APPEALS

OF MARYLAND

No. 5

September Term, 2019

______________________________________

ANDREWS & LAWRENCE PROFESSIONAL 

SERVICES, LLC AND GALYN MANOR 

HOMEOWNERS ASSOCIATION, INC.

v.

DAVID O. MILLS, et ux.

______________________________________

Barbera, C.J.

McDonald

Watts

Hotten

Getty

Booth

Adkins, Sally D. (Senior Judge, 

Specially Assigned),

JJ.

______________________________________

Concurring Opinion by Watts, J.

______________________________________

Filed: January 28, 2020

Circuit Court for Frederick County

Case No. 10-C-16-000961

Argued: September 9, 2019
I join the majority opinion in its entirety. As to the holding that, under Maryland 

agency law, the attorney-client relationship is a principal-agent relationship under which 

vicarious liability claims may be brought against the principal, I agree with Judge Adkins’s 

concurrence that clients should be liable for the conduct of their attorneys that violates the 

Consumer Protection Act (CPA) only where the clients are aware or have knowledge of 

the actions taken by the attorney that constitute the violation. Under traditional agency 

principles, the principal’s right to control the agent may not necessarily include or require 

that the principal have actual knowledge of the agent’s specific conduct. The traditional 

principal-agent relationship depends on: the agent’s ability to alter legal relations of the 

principal; the agent’s duty to act primarily for the benefit of the principal; and the 

principal’s right to control the agent. Green v. H & R Block, Inc., 355 Md. 488, 503, 735 

A.2d 1039, 1048 (1999). Where a lawyer is entitled to the professional services exemption 

under the CPA, a lawyer is necessarily engaging in activities that exceed mere debt 

collection activities, i.e., rendering legal services. I agree with Judge Adkins that, to hold 

the client vicariously liable, we must ensure that the client is aware or has knowledge of 

the lawyer’s activities.
Circuit Court for Frederick County

Case No. 10-C-16-000961

Argued: September 9, 2019

IN THE COURT OF APPEALS

OF MARYLAND

No. 5

September Term, 2019

ANDREWS & LAWRENCE PROFESSIONAL 

SERVICES, LLC AND GALYN MANOR 

HOMEOWNERS ASSOCIATION, INC.

v.

DAVID O. MILLS, et ux.

Barbera, C.J.

McDonald,

Watts,

Hotten,

Getty,

Booth,

Adkins, Sally D.

 (Senior Judge, Specially Assigned)

JJ.

Dissenting Opinion by Getty, J.

Filed: January 28, 2020
Respectfully, I dissent.

Under a plain meaning analysis of the “professional services” exemption of the 

Maryland Consumer Protection Act (“CPA”), I would hold that the debt collection actions 

in this case are professional services provided by attorneys and are exempt from this statute. 

In its search for legislative intent, the Majority finds a symbiotic relationship between the 

CPA, the Maryland Consumer Debt Collection Act (“MCDCA”), and Maryland Collection 

Agency and Licensing Act (“MCALA”)—such a relationship does not exist in the language 

of the CPA. Further, in relying on Scull v. Groover, Christie & Merritt, P.C., the Majority 

overlooks the differences between the professional services of attorneys and the 

professional services of medical professionals. 435 Md. 112 (2013).

Plain Meaning Analysis of the CPA Attorney Exemption

In line with well-established principles of statutory interpretation, I would follow 

the clear language and intent of the “professional services” exemption and hold that the 

CPA establishes an exemption for attorneys providing services to their clients on debtorcreditor law. 

The plain language of the attorney exemption is clear that the provisions of the CPA 

do not apply to the “professional services” of attorneys. Md. Code (1975, 2013 Repl. Vol.), 

Commercial Law (“CL”) § 13-104. There are no exceptions and no qualifying words to 

this language. On its face, the language of the statute exempts all “professional services”

of attorneys even though the statute does not define “professional services.” See Scull, 435

Md. at 126 (“There is no definition of ‘professional services’ contained in the Consumer 

Protection Act.”).
2

As such, we first turn to the dictionary as a starting point to determine the natural 

and ordinary meaning of the term “professional services.” Bottini v. Dep’t of Fin., 450 Md. 

177, 195 (2016). Black’s Law Dictionary defines “professional” as “[s]omeone who 

belongs to a learned profession or whose occupation requires a high level of training and 

proficiency” and “service” as “[l]abor performed in the interest or under the direction of 

others; specif[ically] the performance of some useful act or series of acts for the benefit of 

another, usu[ally] for a fee.” Professional, Black’s Law Dictionary (11th ed. 2019); 

Service, Black’s Law Dictionary (11th ed. 2019). These definitions demonstrate that a 

“professional service” is relevant labor performed for the benefit of another by someone 

belonging to a learned profession. 

There is no question that debtor-creditor legal advice and debt collection for the 

benefit of the client are relevant services within the professional training of an attorney. In 

most cases, the attorney-client privilege is essential to effective representation. Debtorcreditor disputes are no different. Creating an exception to the exemption hinders the 

attorney-client relationship and rejects the General Assembly’s intention as expressed by 

the plain language of the statute that such services be exempted.

Unlike Medical Professionals, An Attorney’s Professional Services Includes 

Advising Clients on Debtor-Creditor Law 

In a search for legislative intent, the Majority bypasses the plain language of the 

attorney exemption and instead relies on this Court’s opinion in Scull where we delineated 

between the “professional services” of medical professionals versus the “entrepreneurial” 

services of medical professionals conducting their own marketing and billing. Unlike 
3

medical professionals, a lawyer’s “professional service” includes advising clients on 

debtor-creditor law and, as such, is governed by the disciplinary rules enforced by the 

Maryland Judiciary.1 Unlike billing in the medical profession, providing advice on debtorcreditor law and debt collecting as a lawyer is a “service”—i.e. an act for the benefit of the 

client—that is relevant to the expertise and training of the attorney. See Service, Black’s 

Law Dictionary. 

The United States District Court for the District of Maryland addressed this exact 

question in Stewart v. Bierman, 859 F. Supp. 2d 754 (D.Md. 2012). There, the plaintiffs 

argued that the defendant attorneys “were not acting with the scope of their license as 

attorneys” when they were acting as trustees in a foreclosure proceeding, and therefore 

were “not entitled to claim any exemption from liability.” Id. at 768. Stewart held that the 

attorneys were exempt based on a prior case where the court applied the attorney exemption 

to dismiss CPA claims against the enumerated professional even when the plaintiff alleged 

that the attorneys were acting outside of their professional capacity. Id. (citing Robinson 

v. Fountainhead Title Grp. Corp., 447 F. Supp. 2d 478, 490 (D. Md. 2006) (“Plaintiff 

contends that she did not sue Long & Foster because of its activities as a realtor, but because 

it worked in conjunction with the other defendants to establish the sham company-

 

1 The regulation of attorneys by “Rules of Professional Conduct” adopted by a state’s 

highest court is not unique to Maryland. Nor is the blanket statutory exemption for 

attorneys from state consumer protection laws. See, e.g., N.C. Gen. Stat. § 75-

1.1(b) (1997) (exempting professional services rendered by members of learned 

professions); Ohio Rev. Code Ann. § 1345.01(A) (exempting “transactions between 

attorneys, physicians, or dentists and their clients or patients”). 
4

Assurance Title. Plaintiff’s allegations, nonetheless, concern the “professional services” 

of Defendants and this claim will be dismissed.”)). 

In these two cases, Stewart and Robinson, the federal district court in Maryland has

considered a nearly identical question about the professional exemption in the CPA and 

interpreted the statutory language in favor of a broad exemption for the enumerated

professional services. Even though this Court, in Scull, described Stewart and Robinson

as thinly reasoned and “of little assistance” to the question of what constitutes “professional 

services,” the facts in Scull are distinguished and particular to the medical profession. 

Scull, 435 Md. at 132.

The Court in Scull relies on the legislative history of a distinct and separate section 

of the CPA—what is now § 13-408 of the Commercial Law Article (“CL”)—which 

specifically concerns the “professional services” of healthcare providers. Id. at 126–27. 

The legislative history there expressly notes that CL § 13-408 is to apply to health care in 

the marketplace but not to commercial or entrepreneurial services such as billing or

advertising. Id. at 127. The differences between the legal profession and the medical 

profession, along with the lack of any statute similar to CL § 13-408 relied upon in Scull, 

imply that the attorney exemption under the statute is different than the bifurcated 

exemption specified in the statutory language for medical professionals.

The Legislative History of the CPA Does Not Support Voiding the Attorney 

Exemption When an Attorney Is Advising a Client on Debtor-Creditor Law

Despite the unambiguous language of § 13-104, the Majority seemingly finds 

ambiguity in the statutory language of the attorney exemption. Where there is ambiguity, 
5

this Court looks to the legislative history of the statute. Wash. Gas Light Co. v. Md. Pub. 

Serv. Comm’n, 460 Md. 667, 682 (2018) (citing Shealer v. Straka, 459 Md. 68, 84 (2018)).

This Court’s inquiry is not limited to the particular statutory provisions at issue on appeal. 

Rather, “[t]his Court may also analyze the statute’s ‘relationship to earlier and subsequent 

legislation, and other material that fairly bears on the fundamental issue of legislative 

purpose or goal, which becomes the context within which we read the particular language 

before us in a given case.’” Blackstone v. Sharma, 461 Md. 87, 114 (2018) (quoting 

Kaczorowski v. Mayor & City Council of Balt., 309 Md. 505, 515 (1987)). The legislative 

history here confirms the plain meaning reading described above. 

Three notable substantive changes occurred after the 1975 recodification of the 

CPA. In 1984, the legislature removed the blanket exemption for “activities regulated by 

the public service commission” and added qualifying language. 1984 Md. Laws, ch. 563 

(exempting “a public service company, to the extent that the company’s services and 

operations are regulated by the public service commission”). More recently, the legislature 

added to the list of exempted professions additional categories of licensed professionals 

and amended the language of existing professions. 1988 Md. Laws, chs. 209, 563 (adding 

“chiropractor,” “real estate broker,” and “real estate salesperson” to the list of exempted 

professionals); 2001 Md. Laws, ch. 731, § 1 (updating nomenclature of insurance 

professionals).

This history of the CPA provides two important takeaways. First, the General 

Assembly has consistently broadened the professional exemption by adding professions to 

the exempt list. Second, the General Assembly took the opportunity to remove the blanket 
6

exemption for activities regulated by the public service commission but avoided amending 

other provisions of the professional services exemption. It would have been sensible, had 

the General Assembly intended to do so, to qualify the language of the professional services 

exemption at the same time that they qualified the language of the public service 

commission exemption. It is true that legislative inaction is a weak indicator of legislative 

intent. E.g. State v. Bell, 351 Md. 709, 721 (1998). This Court, however, may not supply 

missing language when there is an omission in the legislative scheme by judicially creating 

a statutory provision as the Majority has accomplished by blending the different statutes. 

Fisher v. State, 367 Md. 218, 292 (2001) (Bloom, J., concurring in part and dissenting in 

part).

The Majority weaves into the CPA the directives of the MCDCA and the MCALA. 

According to the Majority, because a violation of the MCALA is a violation of the MCDCA 

and the CPA, the various attorney exemptions provided by each act should be in accord 

with one another. Specifically, the MCALA contains a qualified attorney exemption and 

the MCDCA contain no attorney exemption at all. Against this backdrop, the Majority 

asserts that a “broad interpretation of the professional services exemption” is “at odds with 

the exemption under MCALA.” Slip Op. at 27. The Majority therefore concludes that the 

“per se” CPA violation created by MCALA or MCDCA trumps the CPA statute itself. 

However, there is no statutory language indicating that such a “per se” violation would 

void the clearly-stated attorney exemption in the CPA. Absent express language by the 

General Assembly that negates the attorney exemption, I would hold that the attorney 

exemption prevails. 
7

Overall, the Majority’s new exception to the attorney exemption is created by an 

overreliance on Scull while ignoring the distinct differences between medical and legal 

professions. Although the Majority attempts to limit this exception based upon the facts 

of this case, the holding still undercuts the policy of the General Assembly to provide a 

professional service exemption to attorneys within the CPA. The net effect is that 

attorneys, in advising clients on debtor-creditor law, could find their attorney-client 

privileged advice and counsel subject to a private cause of action, damages, and liability 

for attorneys’ fees of opposing parties. See CL § 13-408. I do not believe that the statutory 

language between these statutes justifies this outcome nor that this voiding of the attorney 

exception was the intent of the General Assembly.
Circuit Court for Frederick County

Case No. 10-C-16-000961

Argued: September 9, 2019

IN THE COURT OF APPEALS

OF MARYLAND

No. 5

September Term, 2019

ANDREWS & LAWRENCE PROFESSIONAL 

SERVICES, LLC AND GALYN MANOR 

HOMEOWNERS ASSOCIATION, INC.

v.

DAVID O. MILLS, et ux.

Barbera, C.J.,

McDonald

Watts

Hotten

Getty

Booth

Adkins, Sally D., 

 (Senior Judge, Specially Assigned)

JJ.

Concurring and Dissenting Opinion by Adkins, 

J.

Filed: January 28, 2020
Most respectfully, I dissent and concur. I differ from both of my colleagues in this 

important case but cherry-pick from the best of each of their excellent opinions. I agree 

with Judge Getty that, using a plain meaning analysis of the “professional services” 

exemption of the CPA, when attorneys undertake to perform collection services for a client, 

like other professional legal services, the CPA “does not apply.” CL § 13-104(1). Unlike 

Scull, this case does not involve professionals collecting their own fees from their clients, 

which we held to be “entrepreneurial aspects of a medical practice.” I also agree with 

Judge Getty’s explanation that neither the MCDCA nor the MCALA can properly be relied 

upon to undermine the clear language of § 13-104.

Judge Booth says that a client who hires an attorney to be his agent can, under 

certain circumstances, be liable for the attorney’s actions that constitute violations of the 

CPA, applying agency principles recognized in Maryland cases. Her logic on that point is 

persuasive. But I urge that trial judges act with caution in determining the scope of 

authority and instructing juries about the same. Clients should be liable for acts of their 

attorneys that violate the CPA only when they show some awareness of the actions the 

attorney will take or mechanisms the attorney uses that constitute those violations.
The correction notice(s) for this opinion(s) can be found here: 

https://mdcourts.gov/sites/default/files/import/appellate/correctionnotices/coa/5a19cn.pdf

https://mdcourts.gov/sites/default/files/import/appellate/correctionnotices/coa/5a19cn2.pdf

https://mdcourts.gov/sites/default/files/import/appellate/correctionnotices/coa/5a19cn3.pdf