Muhammad v. Bd. of Education

Davon Muhammad v. Prince George’s County Board of Education, No. 401, September
Term, 2019. Opinion by Wells, J.

LABOR & EMPLOYMENT — EMPLOYEE STATUS — CONTRACTS

Teacher who signed a provisional contract and underwent training in preparation for the
school year, but had not started teaching, was an employee of the county board of
education.

LABOR & EMPLOYMENT — BREACH OF CONTRACT — CONTRACT
TERMS

Circuit court properly denied teacher’s request to alter or amend judgment where county
board of education tendered a check to teacher for settlement of teacher’s breach of contract
suit and State and federal withholding taxes were deducted.

SETTLEMENT AND RELEASE — CONFIDENTIAL TERMS — COURT’S
REVIEW

Circuit court did not err in reviewing parties’ settlement agreement, despite a
confidentiality clause, where the agreement stated that the court would resolve any dispute
concerning the agreement. Further, absent such language, a court, as a dispassionate legal
referee, may determine what should and should not be considered in a given controversy.
Circuit Court for Prince George’s County
Case No. CAL 16-42259

REPORTED

IN THE COURT OF SPECIAL APPEALS

OF MARYLAND

No. 401

September Term, 2019
______________________________________

DAVON MUHAMMAD

v.

PRINCE GEORGE’S COUNTY BOARD OF
EDUCATION
______________________________________

Kehoe
Leahy,
Wells,

JJ.
______________________________________

Opinion by Wells, J.
______________________________________

Filed: June 1, 2020

Pursuant to Maryland Uniform Electronic Legal Materials Act
(§§ 10-1601 et seq. of the State Government Article) this document
is authentic.

Suzanne Johnson
2020-06-04 10:17-04:00

Suzanne C. Johnson, Clerk
On November 18, 2016, appellant, Davon Muhammad, filed suit against Prince

George’s County Public Schools (“PGCPS”) and appellee, Prince George’s County Board

of Education (“the Board”), alleging a breach of the parties’ employment contract. At an

April 3, 2018 settlement conference, the Board agreed to pay Muhammad $33,500.00 for

full and final settlement of all of Muhammad’s claims which was documented in a written

agreement reached during an alternative dispute resolution session. This agreement was

incorporated into a court order and filed with the court clerk. Later, the parties signed a

more detailed document entitled, “Settlement Agreement and Release.” Thereafter, the

Board sent Muhammad a check for the agreed upon amount, with applicable state and

federal tax withholdings withheld, for a total of $20,569.00.

Muhammad rejected the check, claiming that the Board had not paid him the full

amount agreed upon and moved to vacate the judgment, or in the alternative, to enforce the

court’s order. The court denied the request. Muhammad then filed a motion to alter or

amend, which the court also denied.

Muhammad appeals from the circuit court’s denial of his motion to vacate and asks the

following questions, which we restate verbatim:

1. Did the trial court err by allowing the Board to reduce its settlement payment to
Muhammad by $12,951.00 by classifying Muhammad as an employee even though
the Board never permitted Muhammad to work as an employee under the teaching
contract?
2. Did the trial court err by considering information contained in the confidential
release, even though the confidential release states on its face that it “will not be
disclosed to any person or entity, except any person or entity that is statutorily
required to have such knowledge”?
We hold that the circuit court did not err in finding Muhammad was an employee of

the Board at the time of his termination. Further, the amount Muhammad received from

the Board to resolve his breach of contract suit was consistent with the terms of the

settlement agreement reached. Additionally, although Muhammad insists otherwise, the

circuit court properly reviewed the settlement agreement in rendering its decision. We

therefore affirm.

BACKGROUND

Davon Muhammed began his career with the Prince George’s County Board of

Education (“the Board”) in September 2012, working as a substitute teacher and athletic

coach. In early July 2016, a human resources representative for Prince George’s County

Public Schools (PGCPS) informed Muhammad that he would not be retained for the 2016-

2017 school year.

In what seemed to be a reversal of that decision, on July 13, 2016 the principal of

Walker Mill Middle School, Dr. Nicole Clifton, offered Muhammad a position as a health

education teacher subject to a certification review. One week later, on July 20, 2016, an

Instructional Staffing Specialist at PGCPS informed Muhammad that, although he was 42

credits shy of a full certification, he could be provisionally approved for a teaching position

if the county supervisor for his subject area provided her recommendation. The next day,

the county health education supervisor approved Muhammad as a health education teacher.

On July 27, 2016, Muhammad signed a “Provisional Contract for Conditional or

Resident Teacher Certificate Holders,” (“contract”) for the 2016-2017 school year, which

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was also signed by Kevin M. Maxwell as the Secretary of the Board. The contract

expressly stipulated,

If any of the conditions of this contract shall be violated by the
certified employee named herein, salary already accrued will be forfeited, in
the discretion of the Local Board of Education. The Local Board of
Education, pursuant to the provisions of § 6-202 of the Education Article of
the Annotated Code of Maryland, as amended, may suspend or dismiss the
employee at any time, upon the recommendation of the Local Superintendent
....
* * *

Anything to the contrary notwithstanding, this contract shall terminate
if the employee ceases to hold or fails to comply with the requirements for
maintaining a teacher’s Conditional or Resident Teacher Certificate.
However, if the employee is provided a Professional Certificate during the
school year for which the contract is in effect, the employee’s employment
shall continue to be governed by the terms of this contract until its June 30th
termination date. [. . .]

The contract was to take effect on August 15, 2016.

In preparation for the upcoming school year, Muhammad attended three days of

training at Dr. Henry A. Wise, Jr. High School on August 8, 9, and 10, 2016; three days of

professional development on August 15, 16, and 18; and one day of professional

development for health education on August 17.

Muhammad finished his last day of professional development on August 18, 2016.

The same day, Dr. Clifton informed Muhammad that, in fact, he would not be working

with PGCPS in any capacity for the 2016-2017 school year.

Muhammad subsequently sued the Board for breach of contract, seeking $75,000.00

in compensatory damages. At an alternative dispute resolution (“ADR”) meeting held on

April 3, 2018, the parties agreed that Muhammad would dismiss his claims against the

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Board in return for $33,500.00. This ADR agreement was a simple statement that the case

was resolved; Muhammad would drop his lawsuit and in return he was to receive the agreed

upon sum. The parties signed the ADR agreement and submitted it to the circuit court.

The court docketed Muhammed’s case as settled by agreement.

Later, the parties signed a document entitled, “Settlement Agreement and Release”

(“settlement agreement”). The first paragraph of the settlement agreement reads: “The

Board shall pay and Muhammad accepts, as full and final settlement of the above-

referenced litigation, the amount of Thirty Three Thousand Five Hundred Dollars,

($33,500.00), less applicable required State and Federal tax withholding, as full and final

settlement of all claims.” (emphasis supplied). It further states that “Muhammad expressly

acknowledges that this General Release includes, but is not limited to, matters specifically

complained of and involving the litigation[,] his intent to release the Board from any claim

relating to his employment from the Board, or arising from the above-referenced litigation

. . . .” The parties also incorporated a confidentiality clause, mandating that the terms of

the agreement “will not be disclosed to any person or entity, except any person or entity

that is statutorily required to have such knowledge.” Muhammad signed the settlement

agreement on April 30, 2018. A representative of the Board signed the document on May

3, 2018.

Soon thereafter, the Board sent Muhammad a check in the amount of $20,569.00,

reflecting the deduction of $12,931.00 in state and federal tax withholdings. Muhammad,

through his attorney, refused to accept the check, and, instead, requested that the Board

send a replacement check for $33,500.00 or provide legal authority for the tax

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withholdings. The Board declined to provide another check, insisting that Muhammad was

paid consistent with the agreement. Muhammad then filed a motion to vacate the

settlement agreement and requested the court reset the case on the trial docket, or, in the

alternative, order the Board to pay him $33,500.00.

On March 19, 2019, the Circuit Court for Prince George’s County held a hearing on

Muhammad’s motion to vacate. Muhammad argued that he was never a PGCPS employee

because “he was never permitted to work day one as a teacher” despite the parties’ signed

employment contract. In response, the Board argued that Internal Revenue Service (IRS)

required that it withhold applicable federal and state taxes from settlement proceeds paid

on back pay. The fundamental question for the circuit court was to determine whether, at

the time of the contract’s termination, Muhammad was an employee of the Board. At the

end of the hearing, the circuit court ruled as follows:

Plaintiff was never hired as – or never worked as a teacher. And there
was a complaint filed. An amended complaint was then filed, and the
amended complaint referenced the situation as to how Mr. Muhammad
entered into that employment contract with Prince George’s County Public
School System. That while they are seeking money damages, the reference
was for money that would have been received had he [been] permitted to
teach and coach for the school year, pay increase, and as well as any and all
employment benefits. So the breach of contract was based on [the Board’s] .
. . failure to fulfill the employment contract that was entered in.
* * *
And so on April 3rd, 2018, a settlement agreement and release was
signed by both parties. . . . And the plain terms . . . was [sic] that the Board
shall pay Muhammad full and final settlement of [$33,500], less applicable
required state and federal tax withholding.

While it is true that the County cannot just arbitrarily impose taxes,
one exception is if a person is an employee. The underlying basis of this
complaint was that the Defendant did not honor the employment contract. It

5
was about Plaintiff being employed as a teacher. It was the monetary award
that was sought was based on the salary and income that could have been
earned as a teacher and as a coach along with any cost-of-living increase or
adjustment that is made.

So the court will find that at the time that the parties entered into the
agreement, based on the underlying employment contract, that there was an
employer-employee relationship between Davon Muhammad and Prince
George’s County Public School System.

Additionally, with respect to consummating this settlement agreement
and release, which obviously is much more detailed than the few lines that
are listed on the order that the parties have reached an agreement and the
final agreement that was signed by the Plaintiff and the School, is that this
would encompass state and federal taxes. So this was in compliance with
what the parties had bargained for. This was in compliance with the
settlement agreement that the parties have reached, as Mr. Muhammad was
an employee. At that time, the taxes were properly taken out. . . .

With these findings, the court denied Muhammad’s motion to vacate or, in the alternative,

enforce the settlement agreement. Muhammed filed a timely appeal. Additional relevant

facts will be discussed, as needed.

DISCUSSION

I. The Circuit Court Properly Found Muhammad Was an Employee of the
Board at the Time of Termination

Muhammad contends that the circuit court erred in denying his motion to vacate, or

in the alternative, to enforce the settlement order when it classified him as an employee of

the Board. Muhammad reasons that because the Board terminated the employment

contract before the school year began, in other words before Muhammad began teaching,

he was never an employee, and the Board, therefore, illegally withheld payroll taxes. He

argues if the court determined that he was the aggrieved party to a contract breach, rather

6
than an employee, then the court would have found that the Board should have paid him

exactly $33,500.00. We disagree.

We review a trial court’s ruling on a motion to alter or amend a judgment under

Maryland Rule 2-534 and on motions to revise judgments under Maryland Rule 2-535 for

abuse of discretion. Harrison-Solomon v. State, 442 Md. 254, 265 (2015); Peay v. Barnett,

236 Md. App. 306, 315-16 (2018). However, our review of a trial court’s interpretation of

a contract, including a contract for employment and a settlement agreement, is a question

of law and is subject to a de novo standard of review. Myers v. Kayhoe, 391 Md. 188, 198

(2006); Sy-Lene of Washington, Inc. v. Starwood Urban Detail II, LLC, 376 Md. 157, 163

(2003); Grant v. Kahn, 198 Md. App. 421, 428 (2011).

Preliminarily, we must determine whether Muhammad was an employee under the

parties’ contract, requiring tax withholding on the settlement award pursuant to Internal

Revenue Code § 3402(a)(1), 26 U.S.C. §3402(a)(1). This section states that “every

employer making payment of wages shall deduct and withhold upon such wages a tax

determined in accordance with the computational procedures prescribed by the Secretary.”

Id. Wages, as determined by the tax code and regulations adopted by the Internal Revenue

Service, are defined as “all remuneration for employment,” except those monies expressly

excepted. Id. § 3121(a); Wages, 26 C.F.R. § 31.2121(a)(1). “Remuneration for

employment” includes wages irrespective of their designation and also encompasses wages

even if the employer-employee relationship no longer exists at the time remuneration is

paid. 26 C.F.R. § 3121(a)-1(c)(i); see Newhouse v. McCormick & Co., Inc., 157 F.3d 582,

585 (8th Cir. 1998). Employment is further defined as “any service, of whatever nature,

7
performed . . . by an employee for the person employing him.” 26 U.S.C. § 3121(b).

Simply, an employee is “any individual who, under the usual common law rules applicable

in determining the employer-employee relationship, has the status of an employee.” Id. at

§ 3121(d). “The plain language of these statutes indicates the importance of demonstrating

an employer-employee relationship in order to label an award as wages for purposes of

triggering the withholding requirement.” Newhouse, 157 F.3d at 585.

The Court of Appeals has consistently held that “the question whether an employer-

employee relationship exists is one for the [fact-finder] to determine.” Mackall v. Zayre

Corp., 293 Md. 221, 230 (1982). An employer-employee relationship exists “when the

servant is subject to the master’s control.” Perry v. Asphalt & Concrete Services, Inc., 447

Md. 31, 49 (2016). As such, an employment relationship exists “only when the employer

. . . retains the right to direct the manner in which the work or business is done, as well as

the result to be accomplished; in other words, not only what must be done but also how it

must be done.” Md. Enc. Employment § 4 (9th ed. 2020) (citing Mackall v. Zayre Corp.,

supra; Clemons v. E. & O. Bullock, Inc., 250 Md. 586 (1968)).

The Court of Appeals has established a five-factor test to determine whether an

employer-employee relationship exists: “(1) the power to select and hire the employee, (2)

the payment of wages, (3) the power to discharge, (4) the power to control the employee’s

conduct, and (5) whether the work is part of the regular business of the employer.”

Uninsured Employers’ Fund v. Tyson Farms, Inc., 243 Md. App. 406, 416 (2019), cert.

granted, March 11, 2020 (citing Mackall v. Zayre Corp., supra, 293 Md. at 230). “‘Of the

five factors, the factor of control stands out as the most important.’” Id. (citing Whitehead

8
v. Safway Steel Products, Inc., 304 Md. 67, 78 (1985)) (emphasis in Uninsured Employers’

Fund).

As we see it, under the five-factor Mackall test Muhammad was a PGCPS employee.

It is undisputed that the Board, through their agents, had the power to select and hire

Muhammad as a teacher. According to the provisional employment contract the parties

signed, it is also undisputed that the Board had the power to discharge Muhammad.

Further, the Board was responsible for paying Muhammad’s salary. Most importantly, we

conclude that the Board held sufficient control over Muhammad to create an employer-

employee relationship per the fourth and fifth Mackall factors. The Board exercised

enough control over Muhammad such that he attended teaching in-service meetings in

preparation of his new role. Although the record is devoid of such testimony, it defies

reason that one would attend these meetings unless one was considered an employee of the

Board. Additionally, it is difficult to imagine that the Board would permit a non-employee

to attend such meetings, because as the record reveals, in-service teaching days are

specifically intended to prepare teachers for the upcoming school year. On the record

before us, it is evident that Muhammad was, in fact, a Board employee.

Nonetheless, Muhammad insists that the Eighth Circuit Court of Appeals’ opinion

in Newhouse, supra, supports his contention that he was not an employee at the time the

Board allegedly breached the settlement agreement. In Newhouse, the appellant worked

for McCormick & Company, Inc. (“McCormick”) as a spice salesman for approximately

23 years before McCormick eliminated his position in 1987. 157 F.3d at 583. In 1992,

Newhouse reapplied for employment with McCormick, but this time as a sales

9
representative. Id. However, McCormick denied him employment due to his age. Id.

Based on provisions in the Age Discrimination in Employment Act, 29 U.S.C. §§ 621-634

(1994), and the Nebraska Act Prohibiting Unjust Discrimination in Employment Because

of Age, Neb. Rev. Stat. §§ 48-1001 [through] 48-1010 (Reissue 1993), a jury awarded

Newhouse damages that included back pay, front pay, and liquidated damages. Id. at 583-

84. Ultimately, the district court entered judgment for $59,426.76 in back pay, $84,062.00

in front pay, and $59,426.76 in liquidated damages.1 157 F.3d at 584.

In fulfilment of the judgment award, McCormick tendered two separate checks to

Newhouse. Id. The first check, totaling $88,567.19, according to McCormick, was to go

towards the back and front pay awards, minus state and federal payroll tax. Id. The second

check, in the amount of $111,799.56, served to satisfy the liquidated damages award, the

award of attorney’s fees, taxable costs, and interest. Id. However, Newhouse refused to

accept the checks because the total amount “did not tender the full amount of the

judgment.” Id. McCormick filed a motion under Fed. R. Civ. P. 60(b)(5) to relieve it from

the judgment, arguing that it tendered full payment. Id. The district court denied the

motion, finding that McCormick, as a judgment debtor, could not “unilaterally reduce the

1
McCormick appealed the initial judgment, arguing, among other issues, that the
trial court “abused its discretion by choosing front pay in lieu of reinstatement as the
appropriate form of equitable relief and by submitting the issue of front pay to the jury.”
Newhouse v. McCormick & Co., Inc., 110 F.3d 635, 641 (1997). The Eighth Circuit upheld
the award on appeal but remanded the case to the district court with directions to recalculate
front pay after holding that the issue of front pay should not have been submitted to the
jury. Id. at 644. Upon remand, the district court entered judgment in the amount stated
supra. Newhouse, 157 F.3d at 584.
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amount of the judgment on the basis of the judgment holder’s potential income tax

liability.” Id.

On appeal, the Eighth Circuit sought to answer the question of “whether

Newhouse’s front and back pay awards constitute[d] ‘wages,’ thus triggering a withholding

requirement on the part of McCormick.” 157 F.3d at 584-85. In affirming the district

court’s ruling, the Eighth Circuit determined that, for purposes of §§ 3402(a)(1), 3121(d)

of the Internal Revenue Code, Newhouse was not an employee of McCormick as of the

date that he filed suit. Id. at 585 (“The plain language of these statutes indicates the

importance of demonstrating an employer-employee relationship in order to label an award

as wages for purposes of triggering the withholding requirement.”) As the court reasoned,

Newhouse sought remedies that “did not include being given the job for which he

applied[.]” Id. Rather, so the court held, Newhouse “became a judgment creditor by

receiving a judgment including awards of front and back pay which represent the wages he

would have earned if he would have been hired.” Id. at 585 (emphasis in original). “Thus,

at the time of the discrimination from which the judgment in this case arose, Newhouse

had no employer-employee relationship of any type with McCormick.” Id.

Muhammad’s reliance on Newhouse is unavailing for multiple reasons. First,

Eighth Circuit decisions are non-binding precedent on Maryland courts. Second, and more

importantly, the facts of Newhouse can be easily distinguished from the facts here. To

begin, while Newhouse was at one time an employee of McCormick (until 1987), at the

time he brought suit, he was a rejected job applicant. Unlike the Board, McCormick did

not orally or in writing offer Newhouse a position; unlike the Board and Muhammad,

11
McCormick and Newhouse did not sign an employment contract; nor did Newhouse

participate in any activity with or for McCormick that could be construed as employment.

Conversely, the Board did indeed hire Muhammad, as evinced by the signed employment

contract dated July 27, 2016. This contract specifically provided “the term of this contract

shall extend from the date of this signing until the thirtieth day of June . . . .” (emphasis

supplied). Therefore, at the earliest, Muhammad was an employee on July 27, 2016.

Under the most conservative estimate, however, Muhammad began his employment on the

date of appointment. According to the contract, Muhammad “agree[d] to abide by the

terms and restrictions of this contract and accept[ed] said appointment to take effect on the

15[th] day of August 2016.” Both of these dates, then, predate the date on which the Board

notified Muhammad that it would be cancelling the employment contract, which took place

on August 18, 2016. Muhammad, then, was indeed an employee of the Board at the time

of the contract’s termination.

Given that we agree with the circuit court’s finding that Muhammad was an

employee for purposes of the employment contract, we similarly hold that the Board

correctly withheld state and federal taxes from the settlement award. See 26 U.S.C. §

3402(a)(1). Consequently, we conclude that the circuit court did not err in denying

Muhammad’s motion to alter or amend, or, alternatively, to vacate the judgment.

II. The Circuit Court Did Not Err by Reviewing the Settlement Agreement
and the Confidential Release
Muhammad maintains that the court erred in reading the settlement agreement and,

therefore, reversal is required. Muhammad claims that this was error because the

12
settlement agreement contains a confidentiality provision which forbade even the circuit

court from reviewing its contents. Muhammad is incorrect.

Paragraph 5 of the parties’ Settlement Agreement and Release states, in pertinent

part: “The Parties agree that the terms, provisions and conditions of this Agreement are

strictly confidential and will not be disclosed to any person or entity, except any person or

entity that is statutorily required to have such knowledge.” (emphasis supplied).

Essentially, Muhammad argues that this provision forbade the circuit court from not only

receiving the document into evidence at the hearing, but from also reading it. Muhammad

claims error because the court improperly considered paragraph 1 of the settlement

agreement, which states that, “[t]he Board shall pay and Muhammad accepts, as full and

final settlement of the above-referenced litigation, the amount of Thirty Three Thousand

Five Hundred Dollars, ($33,500.00) less applicable required State and Federal tax

withholding, as full and final settlement of all claims.” (emphasis supplied). Muhammad

asserts had the court not viewed this provision, it would have been left only with the ADR

agreement and the subsequent order, neither of which referred to a withholding State and

federal taxes on the settlement amount. Consequently, so Muhammad argues, the court

would have determined that the Board improperly withheld those taxes and owed

Muhammad exactly $33,500.00.

“Generally, Maryland courts subscribe to the objective theory of contract

interpretation.” Credible Behavioral Health, Inc. v. Johnson, 466 Md. 380, 393 (2019)

(citation omitted). The “primary goal of contract interpretation,” then, is to determine the

intent of the parties upon their entering the agreement “and to interpret the contract in a

13
manner consistent with [that] intent.” Id. (citations and quotation marks omitted). Where

the contract language is unambiguous, courts determine the intent of the parties based on

an objective, reasonable person standard. Id. This standard accounts for “what a

reasonable person in the position of the parties would have understood the language to

mean and ‘not the subjective intent of the parties at the time of formation.’” Id. at 393-94

(internal citations omitted). Ultimately, “[t]he cardinal rule of contract interpretation is to

give effect to the parties’ intentions.” Tomran, Inc. v. Passano, 391 Md. 1, 14 (2006)

(citing Owens-Illinois, Inc. v. Cook, 386 Md. 468, 497 (2005)). “[U]nless the written

language is not susceptible of a clear and definite understanding[,]” the terms of the

contract “govern the rights and liabilities of the parties, irrespective of the intent of the

parties at the time they entered into the contract.” Dumbarton Improvement Ass’n, Inc. v.

Druid Ridge Cemetery Co., 434 Md. 37 (2013) (citing Slice v. Carozza Properties, Inc.,

215 Md. 357, 368 (1958)).

Muhammad reasons that the confidentiality agreement is “susceptible of a clear and

definite understanding,” in terms of who is entitled to review the settlement agreement. He

argues because paragraph five does not expressly permit “a judge in connection with a

pending motion” to review the settlement agreement, it must necessarily exclude the court

from reviewing the document at all. He also posits that paragraph five explicitly limits

disclosure only to those who are “statutorily required to have such knowledge,” and that

neither the Board nor the trial court cited any statute giving the trial court such authority to

review.

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Contracts must be read and construed in their entirety. Dumbarton Improvement

Ass’n, 434 Md. at 52. “[I]f reasonably possible, effect must be given to each clause so that

a court will not find an interpretation which casts out or disregards a meaningful part of the

language of the writing unless no other course can be sensibly and reasonably followed.”

Id. (citing Sagner v. Glenangus Farms, Inc., 234 Md. 156, 167 (1964)). With that

understanding, we must look to the other provisions of the parties’ Settlement Agreement.

“Paragraph 6” of the agreement expressly mandates that “this Agreement contains and

comprises the entire agreement and understanding of the Parties, that there are no

additional promises or terms of the Agreement among the parties other than those

contained herein[.]” (emphasis added). Further, “Paragraph 7” states that, “The Parties

agree that the state courts of the State of Maryland will have sole and executive jurisdiction

and venue to hear and determine any dispute or controversy arising under or concerning

this Agreement.” (emphasis added). And “Paragraph 8” reiterates basic tenets of contract

interpretation, dictating that “[t]he language of all parts of this Agreement will in all cases

be construed as a whole, according to its fair meaning, and not strictly for or against either

of the Parties.”

Taken as a whole, the settlement agreement cannot stand for what Muhammad

claims. Paragraph 7 expressly states that the courts of Maryland, which include the Circuit

Court for Prince George’s County, have “sole and executive jurisdiction and venue” over

any dispute or controversy concerning the settlement agreement. It would be illogical, as

Muhammad argues, that Paragraph 5 would not legally authorize a Maryland court to

review the agreement. We must read the provisions of a contract to complement one

15
another. Dumbarton Improvement Ass’n, 434 Md. at 52. It also cannot reasonably be

argued that Paragraph 5 serves as a means of limiting, or nullifying a court’s broad

jurisdiction, which the agreement unambiguously provides in Paragraph 7.

Perhaps more importantly, it is precisely the court’s responsibility, when sitting as

the fact-finder, to review all evidence in rendering a decision. See Polk v. State, 183 Md.

App. 299, 306-07 (2008) (“[The judge] is ultimately, of course, the fact finder replacing

the jury in that role. He is also, however, the legal referee, sometimes determining what

he is permitted to consider as a fact finder and what he is not permitted to consider.”) In

that role, “[w]e trust the judge to compartmentalize,” id. at 608, and properly apply the law

to the facts. On this basis alone, we cannot see how it was improper for the court to review

the settlement agreement.

Moreover, if Paragraph 6 is to be given its full effect, then Muhammad’s argument

that the parties and the trial court should have solely been bound to the ADR agreement is

incorrect. Paragraph 6 expressly and unambiguously provides that the settlement

agreement is the entire agreement of the parties. This language essentially forbids a court

from looking outside of the settlement agreement to determine the agreement’s terms when

the terms are unambiguous, as they are here. See Dynacorp Ltd. v. Aramtel Ltd., 208 Md.

App. 403, 469 (2012) (“When interpreting a contract to determine its meaning, appellate

courts focus ‘on the four corners of the agreement’”). This provision, in practice, renders

the ADR agreement void, and replaces that agreement with the comprehensive settlement

agreement and release the parties signed in April 2018. Had Muhammad wanted the

settlement agreement to reflect different terms, then he was free to have bargained for them.

16
Stickley v. State Farm Fire and Cas. Co., 431 Md. 347, 366 (2013) (“As a general rule,

parties are free to contract as they wish”); CAS Severn, Inc. v. Awalt, 213 Md. App. 683,

693 (2013) (“It is well-settled that under the principles of freedom of contract, parties have

the broad right to construct the terms of the contracts they enter into as they wish, providing

the contract is neither illegal nor contrary to public policy.” (cleaned up) (internal citations

omitted)).

For the sake of argument, had we concluded that the circuit court had no authority

to review the settlement agreement, the court still could have found that Muhammad was

an employee. That determination could have been made from facts outside of the

settlement agreement, such as by examining the employment contract and testimony about

the nature of the relationship between Muhammad and the Board. The circuit court’s

review of the settlement agreement was not necessary for the court to determine that

Muhammad was an employee. As we perceive no error, we affirm.

THE JUDGMENT OF THE
CIRCUIT COURT FOR PRINCE
GEORGE’S COUNTY IS
AFFIRMED. APPELLANT TO
PAY THE COSTS.

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The correction notice(s) for this opinion(s) can be found here:

https://mdcourts.gov/sites/default/files/import/appellate/correctionnotices/cosa/0401s19cn.pdf