Full Opinion

Ford Motor Company. v. Charles Winegardner, et al., No. 1573, September Term, 2024, Filed November 6, 2026 HEADNOTES: STATUTES → RETROACTIVITY → IMPAIRMENT OF VESTED RIGHTS The execution of the 2001 agreement established a vested right of first refusal in favor of Ford Motor Company, restricting Hunt Ford’s authority to transfer the franchise to potential buyers. The 2001 agreement solidified the parties’ obligations and expectations regardless of the qualifications of any third-party dealer. STATUTES → RETROACTIVITY → LEGISLATIVE INTENT Terms like “notwithstanding” and “any franchise agreement” clearly identifies the General Assembly’s legislative intent for the amendment to apply to preexisting contractual agreements but a statue that impairs constitutionally protected vested rights cannot be applied. STATUTES → RETROACTIVITY → CONSTITUTIONALITY The 2009 amendment restricting manufactures from exercising their right of first refusal cannot be applied retroactively. Because the previous contractual agreement was executed in 2001, establishing a vested right, applying the 2009 amendment would unconstitutionally impair the manufacturers’ vested rights under the original agreement. Circuit Court for Charles County Case No. C-08-CV-20-000629 REPORTED IN THE APPELLATE COURT OF MARYLAND No. 1573 September Term, 2024 ______________________________________ FORD MOTOR COMPANY v. CHARLES WINEGARDNER, ET AL. ______________________________________ Graeff, Friedman, Wright, Alexander, Jr. (Senior Judge, Specially Assigned), JJ. ______________________________________ Opinion by Friedman, J. ______________________________________ Filed: November 6, 2026 Pursuant to the Maryland Uniform Electronic Legal Materials Act (§§ 10-1601 et seq. of the State Government Article) this document is authentic. *Zic and Albright, JJ., did not participate in the 2026.11.06 Court’s decision to report this opinion pursuant '00'05- 12:38:01 to Maryland Rule 8-605.1. Gregory Hilton, Clerk A right of first refusal permits its holder to match a bona fide offer to purchase. Car manufacturers have long included the right of first refusal in their dealership franchise agreements. But in 2009, the General Assembly enacted legislation restricting car manufacturers’ ability to exercise their rights of first refusal. Ten years later, when Charles Winegardner offered to purchase Hunt Ford, Ford Motor Company enforced its contractual right of first refusal. This lawsuit followed, centered on whether the General Assembly’s later-enacted legislation applies to Ford Motor Company’s preexisting agreement. BACKGROUND Since the early 1970’s, Ford Motor Company (“Ford Motor”) entered into a series of Sales and Service Agreements with Hunt Ford, a dealership serving customers in La Plata, Maryland. The parties executed the relevant agreement in 2001.1 Among its many provisions, the 2001 Agreement granted Ford Motor a “right of first refusal to purchase the stock or assets on the same terms and conditions offered or agreed to with such person, regardless of whether the proposed buyer is qualified to be a dealer” should the owners of Hunt Ford decide to sell. In 2019, Charles Winegardner presented the owners of Hunt Ford with an Asset Purchase Agreement, offering to purchase Hunt Ford. Wanting to retire, the owners of Hunt Ford notified Ford Motor of the proposed sale. After evaluating Hunt Ford’s sales performance, facility conditions, and demand for its products and services in La Plata, Ford 1 The parties renewed and amended their agreement in 2005. The 2005 renewal and amendments do not impact our resolution of this case. For simplicity, we refer to the 2001 agreement and the 2005 renewal collectively as the “2001 Agreement.” Motor decided to exercise its right of first refusal and purchase Hunt Ford to operate it solely as a service center. Ford Motor then assigned its right to a willing buyer, Tom Kody, who already owned five other Ford Motor dealerships in Southern Maryland. Kody then purchased Hunt Ford and now operates it as a service center. Winegardner sued in the Circuit Court for Charles County, claiming that by exercising its right of first refusal, Ford Motor tortiously interfered with Winegardner’s contract to purchase Hunt Ford.2 Specifically, Winegardner complained that a 2009 amendment to MD. CODE, TRANSP. (“TR”) § 15-211(d)(2) (“2009 Amendment”), which prohibits car manufacturers from exercising a right of first refusal under certain conditions,3 invalidated Ford’s right of first refusal for the sale of Hunt Ford to Winegardner. Ford Motor moved for summary judgment, arguing there was no genuine dispute of material fact, and that it was entitled to judgment on liability as a matter of law. The circuit 2 Winegardner and Winegardner Ford, Inc., a corporate entity formed for the specific purpose of buying Hunt Ford, sued Ford Motor Company and Hunt Ford. Hunt Ford was later dismissed from the case. 3 The 2009 Amendment to TR § 15-211(d)(2) provides: Notwithstanding the terms of any franchise agreement or agreement related to a franchise, a manufacturer may not exercise a right of first refusal in the event of a sale or transfer or proposed sale or transfer of a dealer’s business or any equity interest in a dealer’s business to a person who meets the manufacturer’s reasonable qualifications for ownership and is … (iii) an existing dealer in good standing. Neither party disputes that Winegardner meets Ford Motor’s minimum qualifications and is a dealer in good standing, so we do not address those qualifications in this Opinion. 2 court denied Ford Motor’s motion without explanation. Ford Motor later moved for a legal determination under Maryland Rule 2-5024 to have the court decide whether Ford Motor was liable and whether the 2009 Amendment applied to the 2001 Agreement. The motions court found that the 2009 Amendment applied, that Ford Motor violated the law, and that it was liable for tortious interference with the Winegardner-Hunt Ford Asset Purchase Agreement. As trial preparation continued, Winegardner designated David Witherspoon as an expert to calculate his lost profits using the “yardstick” methodology. But before a trial on damages, Ford Motor filed a motion in limine to exclude Witherspoon’s testimony and report. In its motion, Ford Motor argued that the “yardstick” methodology was unreliable and therefore inadmissible under the Maryland Rules of Evidence. The circuit court denied Ford Motor’s motion, finding that the motion challenged Witherspoon’s credibility—a question for the jury. The parties then proceeded to a jury trial solely to determine the economic damages Winegardner suffered as a result of Ford Motor’s wrongful exercise of its right of first refusal. The jury awarded Winegardner the exact amount Witherspoon calculated, $5,766,017. Ford Motor then noted this appeal. 4 Maryland Rule 2-502 allows the circuit court to separate and decide a discrete issue that is “solely within the court’s province.” Under this Rule, the circuit court’s decision is “essentially a trial by the court on the merits of that issue; the court may hear evidence and make factual findings necessary to its decision of that discrete issue.” Crise v. Maryland General Hosp., Inc., 212 Md. App. 492, 519-20 (2013). 3 DISCUSSION Ford Motor raises two issues in its appeal: (1) whether the circuit court erred in retroactively applying the 2009 Amendment to the 2001 Agreement, which abrogated Ford Motor’s right of first refusal, and (2) whether the circuit court erred in denying Ford Motor’s motion to exclude Winegardner’s expert witness because his methodology was unreliable. As explained below, we conclude that the circuit court erred in retroactively applying TR § 15-211(d)(2). Thus, Ford Motor properly exercised its right of first refusal under the 2001 Agreement and is not liable for tortious interference with the Winegardner- Hunt Ford Asset Purchase Agreement. As a result of our holding, we need not address whether the circuit court erred in admitting Winegardner’s expert testimony. Our analysis starts with the longstanding presumption that, when the General Assembly amends or creates a statute, the statute only applies prospectively. Allstate Ins. Co. v. Kim, 376 Md. 276, 289 (2003). From there, we must resolve two distinct, but related, inquiries. First, we must determine whether applying the 2009 Amendment would actually be retroactive. To answer that question, we must identify the “determinative event,” or the event to which the 2009 Amendment applies. If the determinative event predates the 2009 Amendment, then the 2009 Amendment is being applied retroactively. See State Ethics Comm’n v. Evans, 382 Md. 370, 384 (2004). If we determine that the 2009 Amendment is being applied retroactively to the determinative event, we continue to our second inquiry. There, we consider whether we may overcome the presumption of prospective application based on the legislature’s intent and the constitutional limitations. Muskin v. State Dep’t of Assessments & Taxation, 422 Md. 544, 557 (2011). We review the circuit court’s legal 4 determinations from motions for summary judgment or determinations under Maryland Rule 2-502 without deference. MD. R. 2-502 Oglesby v. Baltimore Sch. Assocs., 484 Md. 296, 327 (2023) (no deference to the trial court’s determinations on summary judgment); Lloyd v. Niceta, 485 Md. 422, 440 (2023) (no deference to the trial court’s determination of contract and statutory interpretations under MD. R. 2-502). I. THE DETERMINATIVE EVENT The threshold question in any retroactivity analysis is what the relevant determinative event is, as its timing dictates whether the statute in question is being applied prospectively or retroactively. Resolving this inquiry requires identifying three dates: (1) the date the statute took effect; (2) the determinative event, such as the execution of a contract; and (3) the occasion for applying the statute, or the event giving rise to the litigation. Rigger v. Baltimore County, 269 Md. 306, 311 (1973). Whether a statute operates retroactively depends on the date of the determinative event, not the occasion for applying the statute. Id. The parties do not dispute when the 2009 Amendment took effect, or that the occasion for applying the statute occurred in 2019 when Ford Motor attempted to exercise its right of first refusal. Instead, the parties dispute when the determinative event occurred. Ford Motor argues the 2001 Agreement is the determinative event, and as a result, the 2009 Amendment operates retroactively to reach that agreement. Winegardner, on the other hand, contends the determinative event is the renewal of the 2001 Agreement, which occurred after the 2009 Amendment. To support this, Winegardner points to a provision in the 2001 Agreement that provided Ford Motor with at-will termination of the contract and required 120-days’ notice for that termination. As a result, Winegardner 5 contends, a new agreement took effect every 120 days Ford Motor did not exercise its at- will termination. Thus, according to Winegardner, the 2009 Amendment operates prospectively to each renewed contract following its enactment. Contrary to Winegardner’s assertions, Ford Motor and Hunt Ford did not enter into a new contract every 120 days. Paragraph 17(f) of the 2001 Agreement provides that Ford Motor “may terminate this agreement at will at any time by giving [Hunt Ford] at least one hundred and twenty days’ prior notice.” That provision, however, is unenforceable. Since 1977—long before Ford Motor and Hunt Ford entered into their agreement in 2001— Maryland law has prohibited car manufacturers from “terminat[ing], cancel[ling], or fail[ing] to renew the franchise of a dealer … unless the dealer has failed to substantially comply with the reasonable requirements of the franchise.” TR § 15-209 (a)(1). With the at-will provision rendered void by statute, Ford Motor had no notice of termination provision and therefore no mechanism by which the contract could automatically renew or give rise to a new agreement. As a result, the 2001 Agreement, and the law at the time of its execution, controls. Without the contract renewals, the execution of the 2001 Agreement must be the determinative event. Because the determinative event predates the 2009 Amendment, the 2009 Amendment is being applied retroactively. But as we have mentioned, we presume that statutes and amendments apply prospectively, not retroactively. Allstate Ins. Co. v. Kim, 376 Md. 276, 289 (2003). This brings us to the second part of our analysis, whether we may overcome the presumption of prospective application based on the General Assembly’s intent and the constitutional limitations. 6 II. RETROACTIVE APPLICATION OF THE 2009 AMENDMENT The presumption of prospective application exists for good reason: retroactively applying a statute that was enacted to regulate future conduct could impair preexisting rights, increase liability for past conduct, impose new duties in already-completed transactions, and disrupt “settled expectations.” Landgraf v. USI Film Products, 511 U.S. 244, 280 (1994); John Deere Const. and Forestry Co. v. Reliable Tractor, Inc., 406 Md. 139, 147 (2008). Enactments and changes are not, therefore, “designed to change the legal relation of closed transactions, especially if the change would interfere with antecedent rights.” Id. Thus, to overcome this presumption and give the 2009 Amendment retroactive effect, we must make two determinations. Evans, 382 Md. at 387. First, that the General Assembly clearly intended the 2009 Amendment apply retroactively, and second, that retroactive application does not impair constitutionally protected vested rights. See id. A. The General Assembly Clearly Intended for the 2009 Amendment to Apply Retroactively. TR § 15-211(d)(2), as amended in 2009, states: Notwithstanding the terms of any franchise agreement or agreement related to a franchise, a manufacturer may not exercise a right of first refusal in the event of a sale or transfer or proposed sale or transfer of a dealer’s business or any equity interest in a dealer’s business to a person who meets the manufacturer’s reasonable qualifications for ownership. Before the circuit court and now on appeal, Winegardner argues that the terms “notwithstanding” and “any franchise agreement,” signaled the General Assembly’s intent for the 2009 Amendment to apply to then-existing contracts, not just those formed after its enactment. We agree. 7 We will retroactively apply a statute when the General Assembly “clearly expressed an intent that its legislation have retroactive effect.” Evans, 382 Md. at 383-84. This expression of intent must be so clear and strong that “no other meaning can be annexed” to it. Id.; see also Cox v. State, 134 Md. App. 465, 470 (2000) (requiring legislative intent to be found on the “plainest mandate in the statute”). This demanding standard reflects a recognition that, when the General Assembly intends a statute to apply retroactively, it knows how to express that intent in unmistakable terms. Washington Suburban Sanitary Comm’n v. Riverdale Heights Volunteer Fire Co., 308 Md. 556, 568 (1987). To assess whether the General Assembly intended the 2009 Amendment to apply retroactively, it is necessary to examine the legal significance of the specific words it used—“notwithstanding” and “any.” “Notwithstanding” means “without prevention or obstruction from or by,” or “despite, in spite of.” McGraw v. Loyola Ford, Inc., 124 Md. App. 560, 593 (1999); BLACK’S LAW DICTIONARY 1231 (10th ed. 2014). “Notwithstanding,” therefore, signals the General Assembly’s intent that the “notwithstanding” provision overrides any conflicting provisions. McGraw, 124 Md. App. at 593 (citing City of Seattle v. Ballsmider, 71 Wash. App. 159, 162-63 (1993)); BRYAN GARNER, GARNER’S DICTIONARY OF LEGAL USAGE 616 (3d. ed. 2011). The term “any,” standing alone, serves as a broad expression of the statute’s breadth. Rigger, 269 Md. at 308. “Any” is not, however, a clear expression of the General Assembly’s intent for the statute to reach in reverse. Id. at 308, 311. (explaining that “any provision in a rental agreement” is not a clear expression of intent for retroactive application); see also Washington Suburban Sanitary Comm’n, 308 Md. at 557 (explaining that a statute 8 conferring immunity to fire companies “for any act or omission” does not retroactively apply to conduct occurring before the statute’s effective date). When “notwithstanding” and “any” are together, as they are in the 2009 Amendment, there is a clear legislative intent for the statute to apply retroactively. “Notwithstanding the terms of any franchise agreement” demonstrates that the General Assembly wanted the 2009 Amendment to override, or work despite, any given franchise agreement, regardless of when the parties executed it. “Any” conveys that the 2009 Amendment applies to all franchise agreements, and “notwithstanding” makes clear that its application extends to those agreements executed in the past. Although we conclude the General Assembly clearly intended the 2009 Amendment to apply retroactively to the 2001 Agreement, our analysis does not end there. Even when the General Assembly clearly intends for a statute’s retroactive application, we will not apply it retroactively when the statute could impair constitutionally protected vested rights. Evans, 382 Md. at 387. We discuss this final issue in our analysis below. B. Retroactively Applying the 2009 Amendment Unconstitutionally Impairs Ford Motor’s Vested Right of First Refusal. Before the circuit court and on appeal, Winegardner argues that the 2009 Amendment does not unconstitutionally impair Ford Motor’s right of first refusal because it is not a vested right. We disagree. As explained below, a right of first refusal is a vested 9 right for retroactivity purposes. Accordingly, retroactively applying the 2009 Amendment would unconstitutionally impair this right. A right is vested when it is so firmly established and worthy of recognition that it is afforded constitutional protection from legislative abrogation. Roman Catholic Archbishop of Washington v. Doe, 489 Md. 514, 537 (2025); Dua v. Comcast Cable of Maryland, 370 Md. 604, 625 (2002). Once a right vests, it entitles its holder to rely on the “settled expectations” of the substantive rights arising from the transaction under the law at that time. Landgraf, 511 U.S. at 266; Washington Suburban Sanitary Comm’n, 308 Md. at 561. Our courts have long recognized that contract and property rights are among those likely to be considered vested. Roman Catholic, 489 Md. at 538 (citing Vytar Assocs. v. Mayor & Alderman of City of Annapolis, 301 Md. 558 (1984); Dryfoos v. Hostetter, 268 Md. 396 (1973); Remington v. Metro. Sav. Bank of Balt. 76 Md. 546 (1893)). And our courts have similarly recognized that vested rights are protected from legislative abrogation by Article III, Section 40 of the Maryland Constitution, and Article 24 of the Maryland Declaration of Rights. Dua, 370 Md. at 625-30 (outlining the evolution of case law prohibiting retroactive application of legislation that impairs vested rights); MD. CONST. art. III, § 40 (prohibiting the government from taking property without just compensation); MD. CONST., DECL. OF RTS., art. 24 (establishing due process rights).5 5 Dua provides: In light of the Court’s opinions, it is clear that retrospective statutes abrogating vested property rights (including contractual rights) violate the Maryland Constitution. To reiterate, the central issue, in cases like the present ones, is whether vested rights are violated and not whether the 10 Although the constitutional protection against legislative abrogation afforded to vested rights is well established, what qualifies as a vested right in this context is not. Our appellate courts have recognized some interests as vested rights while rejecting others. Muskin, 422 Md. at 560 (ground rent interests are vested rights); Harvey v. Sines, 228 Md. App. 283 (2016) (terminating a dormant mineral rights interest does not unconstitutionally abrogate a vested right); Roman Catholic, 489 Md. at 529 (statute of limitations does not create a vested right). Nor have our courts established an interpretive approach to determining whether a right is vested for retroactivity purposes. See Dua, 370 Md. at 623- 24. As a result, our vested rights determinations are made through a context-specific evaluation of the interest at issue. The uncertainty of what qualifies as a vested right is further exacerbated with rights of first refusal. Our existing—and only—case law addressing this issue arises in a context far removed from retroactivity: the rule against perpetuities. David A. Bramble, Inc. v. Thomas, 396 Md. 443, 461 (2007); Park Station Ltd. Partnership, LLLP v. Bosse, 378 Md. retroactive statutes are “rational.” The Court’s opinions indicate that the particular provisions of the Constitution which are violated by such acts are Article 24 of the Declaration of Rights and Article III, § 40 of the Constitution. Furthermore, these constitutional provisions literally cover the matter. A statute having the effect of abrogating a vested property right, and not providing for compensation does “authoriz[e] private property, to be taken …, without just compensation.” Article III, § 40. Concomitantly, such a statute results in a person or entity being “deprived of his … property” contrary to “the law of the land[]” under Article 24. Dua, 370 Md. at 629-30. Thus, once a legal right has vested, any retroactive statute that operates to annul or diminish that right cannot withstand constitutional scrutiny. 11 122, 136 (2003); Dorado Ltd. Partnership v. Broadneck Development Corp., 317 Md. 148, 152 (1989). In that context, a right of first refusal is treated as a preemptive right that does not vest until the triggering event of a third party’s offer to purchase property. Bramble, 396 Md. at 461 (citing Westpark, Inc. v. Seaton Land Co., 225 Md. 433, 449-50 (1961)).6 The rule against perpetuities, however, prohibits remote future interests to prevent alienation of property. Selig v. State Highway Admin., 383 Md. 655, 668-69 (2004) (citing Ferrero Const. Co. v. Dennis Rourke Corp., 311 Md. 560, 575 (1988)). It focuses on whether the creation of a future interest is definite enough to be enforceable. Selig, 383 Md. at 669. Retroactivity analysis, by contrast, focuses on whether a previously established right has been impaired by subsequent legislation. Accordingly, the relevant moment of when a right of first refusal vests under each doctrine differs: the rule against perpetuities concerns the certainty of a right upon its exercise, whereas retroactivity concerns when that right was established. Our analysis, therefore, turns on when Ford Motor’s right of first refusal became fixed and established. We start at the beginning with the 2001 Agreement. That Agreement established an immediate legal effect, even though Ford Motor could not exercise its right of first refusal without an offer to purchase. From the moment Ford Motor and Hunt Ford executed their agreement, Hunt Ford became contractually restricted in its ability to 6 The General Assembly has substantially expanded the statutory exceptions to the common-law rule against perpetuities. See MD. CODE, EST. AND TRUSTS §§ 11-102(b), 11-102.1. We discuss these cases for their treatment of vesting under that rule, rather than to determine whether the rule applies to the right at issue here. 12 transfer the franchise, and Ford Motor acquired a contractual right enforceable under the Agreement. This right formed a settled expectation between the parties: any future transfer of Hunt Ford would occur subject to Ford Motor’s right of first refusal. Winegardner’s offer to purchase Hunt Ford in 2019 did not vest Ford Motor’s right—the right vested when the 2001 Agreement established the parties’ expectations of their rights and obligations. See Dua, 370 Md. at 625. Furthermore, the 2001 Agreement’s right of first refusal provision established a “right worthy of recognition” that warrants protection from legislative abrogation. See Roman Catholic, 489 Md. at 537. Ford Motor and Hunt Ford negotiated and exchanged consideration for a comprehensive bundle of reciprocal rights and obligations. Ford Motor agreed to provide Hunt Ford with its vehicles, honor warranties, and furnish marketing and brand support. Hunt Ford agreed to sell and service Ford Motor products, maintain its facilities, satisfy sales requirements, and implement Ford Motor brand standards. Embedded within this bargained-for exchange was Hunt Ford’s commitment to subject any future transfer of its ownership to Ford Motor’s right of first refusal. This right protected Ford Motor’s right to control its dealership network, including who owns them and what services they provide. The 2001 Agreement strengthened this protection by allowing Ford Motor to exercise its right of first refusal, “regardless of whether the proposed buyer [was] qualified to be a dealer.” Under that provision, Ford Motor could direct transfers away from buyers who did not meet its business model or network standards. The 2009 Amendment, however, prevents Ford Motor from exercising this right when the proposed buyer is an “existing dealer in good standing.” TR § 15-211(d)(2)(iii). Retroactive application would, 13 therefore, compel Ford Motor to transact with a dealer it did not choose, Winegardner, and to continue services it intended to end, vehicle sales at Hunt Ford. In sum, the 2001 Agreement established a significant right held by Ford Motor, and that right became vested upon the execution of the agreement. Applying the 2009 Amendment retroactively abrogates Ford Motor’s vested right of first refusal in violation of the Maryland Constitution and Declaration of Rights. CONCLUSION We conclude that the circuit court erred in denying Ford Motor’s motion for summary judgment and motion for a legal determination. The 2009 Amendment to TR § 15-211(d)(2) operates retroactively to the 2001 Agreement. Although the General Assembly indicated clear legislative intent that the 2009 Amendment apply retroactively to car manufacturer agreements, the 2001 Agreement established a vested right of first refusal between the parties. That vested right is protected from the General Assembly’s retroactive abrogation under the Maryland Constitution and Declaration of Rights. Accordingly, we reverse the judgment of the circuit court and remand for judgment in favor of Ford Motor. As a result of our holding, we do not address Ford Motor’s second issue on appeal, whether the circuit court erred in admitting Winegardner’s expert testimony. JUDGMENT OF THE CIRCUIT COURT FOR CHARLES COUNTY IS REVERSED. THE CASE IS REMANDED FOR FURTHER PROCEEDINGS CONSISTENT WITH THIS OPINION. COSTS TO BE PAID BY APPELLEE. 14