Full opinion text
MEMORANDUM OPINION ALEXANDER WILLIAMS, JR., District Judge. Currently pending before the Court are Corporate Defendants’ Motion for Summary Judgment (Doc. No. 315), Plaintiffs’ Cross Motion for Partial Summary Judgment (Doc. No. 359), Defendant Michael Everhart’s Motion for Partial Summary Judgment (Doc. No. 353), Defendant Patrick Stephen Walsh’s Motion for Summary Judgment (Doc. No. 320), Defendant Jeremy Daniel Parady’s Motion for Partial Summary Judgment (Doc. No. 355), Defendant Aaron Lee Speed, Sr.’s Motion for Summary Judgment (Doc. No. 358), and Defendant Roy T. McCann’s Motion for Partial Summary Judgment (Doc. No. 357). The Court has reviewed the entire record, including the pleadings and exhibits, with respect to the instant motions. The Court also held a hearing on these motions on March 16, 2010. For the reasons stated below, the Court will GRANT IN PART and DENY IN PART the Corporate Defendants’ Motion for Summary Judgment, DENY Plaintiffs’ Cross Motion for Partial Summary Judgment, DENY Defendant Patrick Stephen Walsh’s Motion for Summary Judgment, DENY Defendant Jeremy Daniel Parady’s Motion for Partial Summary Judgment, DENY Defendant Michael Everhart’s Motion for Partial Summary Judgment, DENY Defendant Aaron Lee Speed’s Motion for Summary Judgment, and DENY Defendant Roy T. McCann’s Motion for Partial Summary Judgment. 1. FACTUAL AND PROCEDURAL BACKGROUND This case arises out of the now notorious arson of December 6, 2004, in which five men executed a conspiracy to burn homes, most of which were minority-owned, in “Hunters Brooke,” a newly developed neighborhood in Charles County, Maryland. The thirty-two Plaintiffs in this case owned, or had contracted to purchase, houses in this neighborhood and participated in their design. They entered into these purchase contracts with two subsidiaries of Lennar Homes, Inc., U.S. Home Corporation, and Patriot Homes, Inc., (collectively, the “Developer”). The individual defendants in this case, Michael Everhart (“Everhart”), Patrick Stephen Walsh (“Walsh”), Jeremy Daniel Parady (“Parady”), Aaron Lee Speed, Sr. (“Speed”), and Roy T. McCann’s (“McCann”), (collectively, “Individual Defendants”) have all either been found guilty of, or pled guilty to, serious felony criminal charges in federal court arising from their participation in the arson at Hunters Brooke and have all been sentenced to prison by this Court. Plaintiffs brought this ten-count suit against the Individual Defendants, as well as SSA Security, Inc. (“SSA, Inc.”), the security guard company, ABM Industries, Inc. (“ABM”), its parent, and Security Services of America, LLC (“SSA, LLC”), its predecessor (collectively “Corporate Defendants”). The Developer hired SSA, Inc. to provide security services at Hunters Brooke, starting on November 12, 2004, until the fifes occurred on December 6, 2004. SSA, Inc. employed Defendant Speed and William Fitzpatrick as security guards to work at Hunters Brooke during this period. Pursuant to the Developer’s direction, SSA, Inc. assigned a single security guard to monitor Hunters Brooke during non-construction hours, from approximately 6:00 p.m. to 5:00 a.m. In this position, the security guard would station himself in a patrol vehicle at the front of the construction site, prevent unauthorized individuals from entering, and patrol the site periodically. During this period, Defendant Speed and the other Individual Defendants conspired to burn and damage the homes, and allegedly did so with racial animus against African-American and other minority families who planned to move into the houses. While on duty, Speed created a map of the neighborhood and determined the race of each house owner. Then, on December 3, 2004, while on duty, Speed allowed his co-conspirators to deposit flammable liquids within and around the houses in Hunters Brooke. On December 6, 2004, the morning of the fires, William Fitzpatrick (an employee of SSA, Inc.) was on duty at Hunters Brooke and left his post early, allegedly before 4:00 a.m. Fitzpatrick has declared that he left his post early because he felt ill, though Plaintiffs indicate that he may have departed early to allow Speed to enter the premises unobstructed. In any ease, at 5:12 a.m. he returned his identification light to the SSA Inc.’s office in Waldorf, Maryland. At some point between midnight and 3:20 a.m. that morning, Defendant Walsh drove to Defendant Parady’s house, picked him up, and they then met with the co-conspirators, including Defendant Speed, in a parking lot in Waldorf, Maryland. Fitzpatrick called Speed at 3:20 a.m., and Speed returned his call at 3:21 a.m. Around 4:00 a.m., the arsonists entered the site, and some of them entered the houses, poured accelerants in them, and lit them on fire. The arsonists remained there, pouring additional accelerant, for thirty to forty-five minutes, and saw the homes begin to flame. The Charles County 911 Emergency System received a call reporting the fire at 4:54 a.m. The houses sustained serious damage. Evidence indicates this arson was racially motivated. The Individual Defendants had uttered statements indicating they were angry that African-Americans were moving into the area. On the night of the fire, one of the Individual Defendants allegedly painted the words “Black Jokers” on a dumpster. Additionally, ninety percent of the homes damaged were owned or under contract to African-Americans or other minorities. Finally, one Defendant stipulated that the arson was racially motivated. (Doc. No. 375, Ex. 5, Parady Stip. Facts.) After the arson, the Developer offered to compensate Plaintiffs, and used insurance proceeds to make repairs. The insurance companies, as the Developer’s subrogees, filed a lawsuit in this Court against the Corporate Defendants on July 22, 2005, in which they sought to recover payments they made to the Developer under the Developer’s property insurance policies. The Corporate Defendants settled the case by “making a lump-sum payment to the Developer’s subrogees and obtained a release of all claims without admitting” liability. (Doc No. 315.) All of the Plaintiffs eventually closed on their house purchase contracts. But, Plaintiffs continue to be haunted by the arson and suffer emotional injuries, which are accompanied by physical injuries in some cases. On November 2, 2005, Plaintiffs brought this ten-count suit against Individual Defendants, as well as SSA, Inc., ABM, and SSA, LLC. SSA, LLC is a North Carolina limited liability company formed in 1998 to provide security guard services, but ceased to exist as a corporate entity in 2006. ABM Industries, Inc. is the parent company of ABM Security Services, Inc., a Delaware corporation which acquired SSA, LLC in March of 2004. SSA, Inc. is a California corporation formed in January 2004 as a subsidiary of ABM to provide security services in states previously served by SSA, LLC. At the time of the fire, all Maryland business for ABM was handled by its subsidiary SSA, Inc. Plaintiffs allege all Defendants violated the Fair Housing Act (Count I), Maryland Fair Housing Law (Count II), 42 U.S.C. § 1982 (Count III), 42 U.S.C. § 1985(3) (Count IV), and brought claims of tortious interference with contract (Count IX) and intentional infliction of emotional distress (“IIED”) (Count X). Additionally, against the Corporate Defendants, Plaintiffs allege negligence in hiring, training, and supervision (Count V), negligence (Count VI), violations of Maryland Business Occupations and Professions Code (Count VII), and breach of contract (Count VIII). Corporate Defendants have moved for summary judgment on all Counts of Plaintiffs’ Amended Complaint, all Individual Defendants have moved for summary judgment on Counts IV (42 U.S.C. § 1985(3)), IX (tortious interference with contract), and X (intentional infliction of emotional distress), and Defendants McCann, Everhart, and Speed have additionally moved for summary judgment on the Fair Housing Act claim (Count I), the 42 U.S.C. § 1982 claim (Count III), and on the 42 U.S.C. Section 1985(3) claim (Count IV) on a separate ground. After the filing of these motions, Plaintiffs moved for sanctions against Corporate Defendants for spoliation of evidence, and Judge Day issued a Memorandum Opinion and Order pertaining to this Motion on March 30, 2010. As a preliminary matter, the Court would like to recognize the attorneys for the excellent briefings in this ease. This case presents very difficult issues, and the Court has appreciated the novel and nuanced arguments the parties have presented. The Court has found merit in almost all of the arguments the parties have put before it, and because of the strength of lawyering in this case and the sad subject matter, the Court has struggled mightily over its decision. 2. STANDARD OF REVIEW Summary judgment is only appropriate if the pleadings, the discovery and disclosure materials on file, and any affidavits show that there is no genuine issue as to any material fact and that the movant is entitled to judgment as a matter of law. Fed.R.Civ.P. 56(c); see Celotex Corp. v. Catrett, 477 U.S. 317, 323-25, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986). The court must draw all justifiable inferences in favor of the nonmoving party, including questions of credibility and of the weight to be accorded to particular evidence. Masson v. New Yorker Magazine, 501 U.S. 496, 520, 111 S.Ct. 2419, 115 L.Ed.2d 447 (1991) (citing Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 255, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986)). When parties file cross-motions for summary judgment, the court must view each motion in a light most favorable to the nonmovant. Mellen v. Bunting, 327 F.3d 355, 363 (4th Cir. 2003). To defeat a motion for summary judgment, the nonmoving party must come forward with affidavits or other similar evidence to show that a genuine issue of material fact exists. See Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 587, 106 S.Ct. 1348, 89 L.Ed.2d 538 (1986). While the evidence of the nonmoving party is to be believed and all justifiable inferences drawn in his or her favor, a party cannot create a genuine dispute of material fact through mere speculation or compilation of inferences. See Deans v. CSX Transp., Inc., 152 F.3d 326, 330-31 (4th Cir.1998). Additionally, hearsay statements or conclusory statements with no evidentiary basis cannot support or defeat a motion for summary judgment. See Greensboro Prof'l Fire Fighters Ass’n, Local 3157 v. City of Greensboro, 64 F.3d 962, 967 (4th Cir.1995). 3. ANALYSIS The Court will first address the Corporate Defendants’ and Plaintiffs’ Cross Motions for Summary Judgment, and then will separately address the Individual Defendants’ Motion for Summary Judgment. Additionally, while the Court heard arguments with respect to Plaintiffs’ Motion for Sanctions Against Defendants SSA, Inc., ABM, and SSA, LLC, the Court is mindful that the Motion pertains to discovery, and thus the Court will take into consideration the relevant portions, if any, of Judge Day’s decision on the Motion for Sanctions. The Court will not determine the full scope of his findings in this Opinion. Indeed, at this point it is unclear what particular issues that remain would be covered by the adverse inference Judge Day ordered. To the extent that this case proceeds, the Court may invite the parties to submit briefings on the effect of the adverse inference. Finally, Judge Day authorized further discovery in this case, and the Court agrees it is warranted. As such, the Court will permit the parties to submit a revised scheduling order with respect to the applicable discovery and dispositive motions deadlines. A. Corporate Defendants’ Motion for Summary Judgment and Plaintiffs’ Cross Motion for Summary Judgment Corporate Defendants move for summary judgment on all counts in the Amended Complaint, and on whether ABM and SSA, LLC are proper parties to the suit. The Plaintiffs cross-move for summary judgment on the issue of Corporate Defendants’ liability under the Maryland Business Occupations Code (Count VII). First, the Court finds that ABM and SSA, LLC are not proper parties to this suit, and will grant summary judgment on all claims as to them. Three of the Counts in the Complaint can be properly based on Corporate Defendants’ direct liability: Two of these — the negligence in hiring, training, and supervision claim (Count V) and the negligence claim (Count VI) are denied summary judgment because issues of material fact remain pending completion of the limited discovery that has been ordered. Because there is no issue of material fact that the Plaintiffs were merely incidental beneficiaries of the contract between SSA, Inc. and the Developer, the Court will grant summary judgment on the breach of contract claim (Count VIII). The remaining Counts hinge, in part, on a determination of SSA, Inc.’s vicarious liability for the tortious acts of the Hunters Brooke guards, Speed and Fitzpatrick. The Court finds that as a matter of law, Corporate Defendants are not liable for Speed’s preparation for arson, but that issues of material fact remain with respect to their liability for Fitzpatrick’s early departure from his post. Because neither SSA, Inc. nor any employee acting within the scope of employment acted with the necessary intent or racial animus, and no other basis for vicarious liability applies, the Court will grant Corporate Defendants summary judgment on the Fair Housing Act claim (Count I), the claim for violation of 42 U.S.C. § 1982 (Count III), the 42 U.S.C. § 1985(3) claim (Count IV), the tortious interference with contract claim (Count IX), and the intentional infliction of emotional distress (“IIED”) claim (Count X). The common law vicarious liability analysis also applies to the Maryland Business Occupations and Professions Code (Count VII) as the Court finds it codifies traditional principles of vicarious liability. Thus the Maryland Business Occupations and Professions Code claim remains against Corporate Defendants insofar as they are vicariously liable for Fitzpatrick’s early departure from his post. i. ABM and SSA, LLC as Parties In order for ABM, the parent corporation of SSA, Inc., to be a proper party in this case, the Plaintiffs must demonstrate that there is sufficient cause to pierce the corporate veil. In many jurisdictions, sufficient cause may be demonstrated by showing a high level of control by the parent over the subsidiary, or showing that the subsidiary is simply an instrument for the parent corporation. See, e.g., DeWitt Truck Brokers, Inc. v. W. Ray Flemming Fruit Co., 540 F.2d 681, 685-86 (4th Cir.1976) (noting that Texas, Alabama, South Carolina, and Massachusetts all use an instrumentality rule). “Maryland is more restrictive than other jurisdictions in allowing a plaintiff to pierce a corporation’s veil,” however. Residential Warranty Corp. v. Bancroft Homes Greenspring Valley, Inc., 126 Md.App. 294, 309, 728 A.2d 783 (Ct.Spec.App.1999). Under Maryland law, the protection afforded a corporate entity will only be disregarded when it is “necessary to prevent fraud or to enforce a paramount equity.” Dixon v. Process Corp., 38 Md.App. 644, 654, 382 A.2d 893 (Ct.Spec.App.1978). “Arguments that have urged a piercing of the veil for reasons other than fraud have failed in Maryland courts.” Residential Warranty Corp., 126 Md.App. at 307, 728 A.2d 783. While the Plaintiffs seek an application of a control or instrumentality exception, such an exception has been explicitly rejected in Maryland. See, e.g., Dixon, 38 Md.App. at 654, 382 A.2d 893 (“Appellants’ invocation of the ‘instrumentality rule’ nevertheless, avails them naught as Maryland law is crystalline ‘that the corporate entity will be disregarded only when necessary to prevent fraud or to enforce a paramount equity.’ ”) (quoting Bart Arconti & Sons, Inc. v. Ames-Ennis, Inc., 275 Md. 295, 312, 340 A.2d 225 (1975)); Residential Warranty Corp., 126 Md.App. at 307, 728 A.2d 783 (“Despite the proclamation that a court may pierce the corporate veil to enforce a paramount equity, arguments that have urged a piercing of the veil ‘for reasons other than fraud’ have failed in Maryland courts.”) (internal citations omitted). Plaintiffs note several undisputed facts concerning ABM’s control over the operations of SSA, Inc; for example, (1) that ABM owns 100 percent of the voting securities in SSA, Inc.; (2) that SSA, Inc. does not hold annual board meetings, keep corporate minutes, or conduct its own auditing; and (3) that all but one of SSA, Inc.’s officers are also officers of ABM. If this case had arisen under a different state’s laws, Plaintiffs would be correct that this level of control would be sufficient to justify piercing the corporate veil under the control or instrumentality exception to the corporate veil doctrine. However, as noted above, Maryland has not embraced this exception and liability cannot be attached unless there is fraud or where necessary to enforce a paramount equity. See Bart Arconti & Sons, Inc., 275 Md. at 312, 340 A.2d 225. Plaintiffs respond that ABM is actually directly liable, thus removing the need to pierce the corporate veil, for the events surrounding the fire because ABM “involved itself in the day to day operations of its subsidiary in contracting, training, and rehiring employees, and is responsible for the failures in these areas.” (Doc. No. 359 at 81.) However, this contention is simply a re-characterization of Plaintiffs’ argument for control-based vicarious liability as a ease for direct liability. Thus, this Court finds that ABM is not a proper party to this case as Plaintiffs have not shown or pled fraud or a similar inequity. Corporate Defendants further argue that SSA, LLC, as a predecessor to SSA, Inc., cannot be held directly liable for its hiring and training of Speed and Fitzpatrick. (Doc. No. 368 at 61.) While both Speed and Fitzpatrick were originally hired by SSA, LLC, neither party disputes the fact that they were terminated and forced to reapply for positions with SSA, Inc. (See id.; Doc. No. 359 at 8.) Corporate Defendants contend that Plaintiffs’ argument would result in the undesirable outcome of permanent employer liability for negligence in the hiring of an employee, even after the employee’s termination. Corporate Defendants also assert that SSA, LLC no longer did business in Maryland at the time of the arson and thus that Plaintiffs’ argument that SSA, LLC could be held liable as it was still providing security services in other states is factually inaccurate. (Doc. No. 368 at 61.) Plaintiffs argue that SSA, LLC can be held directly liable because it originally hired Speed as a security guard, and that there are disputed facts with regard to the negligence of this hiring. (Doc. No. 359 at 82.) This original act of negligence in the hiring of Speed and Fitzpatrick is a “but-for” cause of the breaches of duty resulting in the fire, according to Plaintiffs. (Id.) Additionally, Plaintiffs contend that SSA, LLC had operations or employees in the State of Maryland at the time of the fire, insinuating that the activities at Hunters Brooke were actually controlled by SSA, LLC. (Doc. No. 259, Attach.B, ¶ 11.) Plaintiffs cite no case-law with regard to holding predecessor SSA, LLC liable for any claims against the successor. The facts do not indicate that SSA, LLC was involved with the Hunters Brooke property. As such, any potential issues of vicarious liability from the incident in question on December 6, 2004 should be directed at the successor, SSA, Inc. Although a successor is on notice that allegations of liability-producing conduct against a predecessor might ripen into findings of liability, no such notice could exist for a predecessor to be aware of future bad acts by a successor. See, e.g., NLRB v. General Wood Preserving Co., 905 F.2d 803 (4th Cir.1990) (finding a successor liable for the unfair labor practices of the predecessor). Thus, SSA, LLC is not a proper party to the suit as the rehiring of Speed and Fitzpatrick by SSA, Inc. breaks any possible chain of causality for SSA, LLC. ii. Negligence in Hiring, Supervision, and Training (Count V), and Negligence (Count VI) The parties make various arguments with respect to the applicability of negligence claims in this case. But, because Plaintiffs may discover more information with respect to Corporate Defendants’ alleged negligence in hiring, supervision, and training, and other negligence during the additional discovery Judge Day has ordered, the Court will not grant summary judgment at this juncture. As Judge Day indicated in his Memorandum Opinion, Corporate Defendants should not be allowed to benefit from their spoliation of evidence by asserting there are no disputed issues of material facts for negligence claims when Plaintiffs have not received a fair opportunity for discovery on these claims. It seems clear to this Court that any loss of emails, hard drives, and other electronic documents that might have been generated by the Lanham office, its managers, and corporate supervisors would have been potentially relevant to Plaintiffs’ claims of negligence (Count VI) and negligence in hiring, training, and supervision (Count V). Thus, this Court denies summary judgment to Corporate Defendants on the issues of negligence (Count VI) and negligence in hiring, training, and supervision (Count V). iii. Breach of Contract (Count VIII) Defendants argue that the Court should grant summary judgment on Plaintiffs’ breach of contract claim (Count VIII) because (1) there was no express contract between SSA, Inc. and the Developer and (2) Plaintiffs were not third-party beneficiaries of the contract between SSA, Inc. and the Developer. “In order to recover on a breach of contract claim, a plaintiff must prove that two or more parties formed a contract, that the defendant breached the contract, and that the plaintiff suffered actual damages as a result of the breach.” Parlette v. Parlette, 88 Md. App. 628, 640, 596 A.2d 665 (Ct.Spec.App.1991) (citations omitted). Defendants contend that Plaintiffs have not met their burden of showing the existence of a valid contract between the Developer and SSA, Inc., and note that in fact, the Developer and SSA, Inc. had not reached a contractual agreement, though SSA, Inc. had begun providing services at Hunters Brooke pending completion of contract negotiations. (Doc. No. 315 at 45.) Based on the record before the Court, it is clear that there was no written contract. Plaintiffs’ assertion that there was a written contract, based only on evidence that SSA, Inc. performed services under an agreed-upon schedule, cannot show otherwise. (Doc. No. 359 at 85.) It is equally clear, however, as it is undisputed that SSA, Inc. performed security services for Corporate Defendants under an agreement, that there is at least some dispute of material fact as to whether an implied contract existed. Defendants next argue that even if there was an implied contract between the Developer and SSA, Inc., Plaintiffs have failed to make the necessary showing that SSA, Inc. and the Developer intended that Plaintiffs be the beneficiaries of the contract. Though the parties have not briefed the issue of whether it is possible to show third-party beneficiary status under an implied contract, Plaintiffs have cited a case indicating that an oral contract is sufficient to create a third-party beneficiary. See Parlette, 88 Md.App. at 633, 596 A.2d 665 (affirming trial court judgment where court allowed testimony of creation of oral contract). Before bringing a claim under a contract as a third-party beneficiary, a person “must first demonstrate ‘that the contract was intended for his benefit; and, in order for a third party beneficiary to recover for a breach of contract[,] it must clearly appear that the parties intended to recognize him as the primary party in interest and as privy to the promise....”’ Century Nat'l Bank v. Makkar, 132 Md.App. 84, 93-94, 751 A.2d 1 (Ct.Spec.App.2000) (quoting Marlboro Shirt Co. v. Am. Dist. Tel. Co., 196 Md. 565, 569, 77 A.2d 776 (1951)). If it is not clear that the contract is intended for the benefit of that person, then the person is merely an incidental beneficiary, and cannot recover for breach of contract. See id. (“An incidental beneficiary acquires by virtue of the promise no right against the promisor or the promisee. In order to recover it is essential that the beneficiary shall be the real promisee; ie. that the promise shall be made to him in fact, though not in form.”) (internal quotations omitted). The record clearly shows that the primary purpose of the contract was to protect the Hunters Brooke construction site at night from intruders. An impartial negotiator of the contract declared as much. (Doc. No. 359, Ex. 14, Gaw Decl. at ¶ 10.) Though Plaintiffs have amply demonstrated that they had vested ownership interests in the homes and thus benefited from the protection of the homes, as the Maryland Court of Special Appeals explained in a similar context, “[i]t is not enough that the contract may operate to [their] benefit.” Century Nat’l Bank, 132 Md.App. at 94, 751 A.2d 1 (internal quotations omitted). Nor can Plaintiffs’ argument that because at least two of the Plaintiffs, Derrick Potts and Terri Rookard, as well as Terri Rookard’s four children, had already moved into their homes at the time of the arson, and benefited from the security guard services, the parties intended the Plaintiffs to be the primary beneficiaries of the contract. In sum, because the record shows that the Developer was the primary beneficiary of the contract between SSA, Inc. and the Developer, the Court will grant Corporate Defendants summary judgment on the breach of contract claim. iv. Maryland Business Occupations and Professions Code (Count VII) The parties have filed cross-motions for summary judgment on the Maryland Business Occupations and Professions Code Section 19-501 claim. The motions hinge on the question of whether the statute codifies common law vicarious liability principles or holds security guard companies strictly liable for the acts of their on-duty employees. a. Statutory analysis The Court believes that both parties have made persuasive arguments respecting the novel issue of the proper construction of this statute. The Maryland Business Occupations and Professions Code governs licensing of security guard agencies. Section 19-501 of the statute provides: Agency responsible for acts of employees: A licensed security guard agency is responsible for the acts of each of its employees while the employee is conducting the business of the agency. Md.Code Ann., Bus. Occ. & Prof. § 19-501 (2004). Plaintiffs argue that Corporate Defendants are strictly liable under this statute for all acts SSA, Inc. employees Speed and Fitzpatrick undertook while on duty. Corporate Defendants move for summary judgment on this claim, on the ground that this statute simply codifies common law principles of vicarious liability, and thus does not hold Corporate Defendants liable for any acts Fitzpatrick and Speed committed outside the scope of their employment. Plaintiffs cross-move for summary judgment on this Count, asking the Court to adopt a construction of the statute that would hold Corporate Defendants strictly liable for any acts their employees committed while on duty. Under that interpretation, Corporate Defendants would be liable for any of Individual Defendants’ violations of Plaintiffs’ civil rights, violations of the Fair Housing Act, negligence, and intentional torts. No Maryland court has construed this statute, though the Legislature passed it in 1996, and adopted the language at issue in this case from its predecessor, Section 13-601 of the Maryland Private Detectives Act, which was enacted in 1986. Though both parties make compelling arguments in support of their construction, the Court now construes the statute to hold employer security guard agencies liable for any acts of employees that are consistent with common law principles of vicarious liability. Accordingly, the Court grants partial summary judgment to Corporate Defendants on this Count, as the only remaining issue with respect to this Count is the Corporate Defendants’ liability for Fitzpatrick’s early departure from his post under traditional common law principles of liability. Principles of statutory construction dictate that this Court must enact the intent of the legislature in interpreting this statute, and should abide by any clear and unambiguous everyday meaning of the plain language of the statute. “The cardinal rule of statutory interpretation is to ascertain and effectuate the intention of the legislature. The first step in determining legislative intent is to look at the statutory language and ‘if the words of the statute, construed according to their common and everyday meaning, are clear and unambiguous and express a plain meaning, [the Court] will give effect to the statute as it is written.’ ” Oaks v. Connors, 339 Md. 24, 35, 660 A.2d 423 (1995) (quoting Jones v. State, 336 Md. 255, 261, 647 A.2d 1204 (1994)) (internal citations omitted). Additionally, “[a] plain reading of the statute assumes none of its language is superfluous or nugatory.” Bost v. State, 406 Md. 341, 350, 958 A.2d 356 (2008). The Court believes that both Plaintiffs and Defendants have presented reasonable interpretations of the plain language of this statute, though Defendants’ seems more in line with statutory construction rules. Plaintiffs argue that the statute’s language imposes a temporal limitation on liability by providing for liability of the security agency “while” the employee conducts the security guard’s business. Defendants, on the other hand, offer another reasonable analysis of the statute, contending that liability under the statute is clearly equivalent to traditional theories of respondeat superior or “conduct within the scope of employment or conduct taken on the agency’s behalf.” (Doc. No. 368 at 16.) Defendants persuasively argue that Plaintiffs’ construction violates the Maryland statutory construction rule against adding or taking away language from the statute because it ignores the statute’s express limitation of the agency’s liability to the employee’s acts that he or she carries out in “conducting the business of the agency.” See Bost, 406 Md. at 350, 958 A.2d 356. According to Defendants, intentional torts are clearly not the “business of the agency,” and thus the Court cannot construe the plain language of the statute to impose liability for such acts. The Court finds that both parties have presented reasonable interpretations of the statute, and concludes that the statute is ambiguous. “If the meaning of the plain language [of a statute] is ambiguous or unclear, to discern legislative intent, the court looks to the legislative history, prior case law, the purposes upon which the statutory framework was based, and the statute as a whole.” Id. Plaintiffs rely on the legislative history of Title 13 of the Maryland Private Detective Statute as legislative history of Title 19 of the Maryland Security Company Statute, because the relevant language is the same. Maryland Security Guards Act, H.B. 42, 1996 Md. Laws 602 (codified as amended at Md.Code Ann., Bus. Occ. & Prof. § 19-101 et seq.). In 1996 the Legislature “separate[d] the provisions of law governing the certification of security guards and the regulation of security guard services from the Maryland Private Detectives Act.” (Doc. No. 381, Ex. 1, Legislative History of House Bill 42 from the 1996 Session of the General Assembly of Maryland at 11 (Bill Analysis).) Because the language in Title 19 originally derived from Title 13, the Court finds it may appropriately rely on the legislative history of that statute, despite Defendants’ objections. The Court agrees with Defendants that this legislative history does not support Plaintiffs’ contention that with this statute, the legislature intended to hold security agents strictly liable for the acts of employees. In the Introduction to the Report on Senate Bill 968 (the Bill which became Title 13), the Chairman of the Business Occupations Article Committee listed twelve purposes of the bill, mostly pertaining to the licensing of private detectives, and none of which referred to holding security agencies more highly accountable for the acts of employees. (Doc. No. 359, Ex. 83, Report on Senate Bill 968.) Also in that introduction, the Chairman explained the Legislature did not intend to repeal the common law, noting, “for the most part, the proposals under the bill find their basis in actual law and practice and do not deviate substantially from the current law as it now is applied. There is no attempt under the revision to change existing underlying policy.” (Doc. No. 359, Ex. 83, Report on Senate Bill 968.) Additionally, the Court cannot construe the Legislature’s failure to respond to the Maryland Association of Contract Guard Services’ (“Association”) letter or proposed Amendment as evidence of legislative intent, as Plaintiffs request. Plaintiffs contend that the Legislature’s failure to change the statute’s language in response to the Association’s anticipation of the very dispute before the Court today, shows that the Legislature intended to impose strict liability. The Association proposed that the statute include the words “if the acts are within the scope of employment,” rather than “while the employee is conducting the business of the agency,” to avoid judicial construction of the statute as imposing strict liability, and the Legislature did not do so. The Court recognizes, as the Maryland Court of Appeals explained, “[o]ne form of legislative history useful in determining legislative intent is amendments proposed but later rejected by the Legislature.” State v. Bell, 351 Md. 709, 721, 720 A.2d 311 (1998). But, the cases recognizing this amendment rejection theory have interpreted rejection of bills or amendments proposed by legislators, not lobbyists’ letters or informal proposed changes by non-legislators, as Plaintiffs present in this case. The sole case that Plaintiffs cite for the amendment rejection theory, State v. Bell, involved rejection of a formal bill. Even a formal bill rejection is not as informative as legislative history, because it is difficult to deduce with any certainty the reasons for the rejection. See id. at 721, 720 A.2d 311. In this case, one could conclude the legislators rejected the language the Association proposed because they preferred the language they had already created as a codification of the common law, or conclude that they wanted to codify strict liability. The court foresees myriad dangerous possibilities resulting from giving a silent rejection of a lobbyist’s suggestions the weight typically reserved for rejection of formal legislative amendments. Additionally, Maryland courts find, “[i]n construing a statute, it is a longstanding rule of statutory interpretation that the common law will not be repealed by implication. A statute is ‘not presumed to repeal the common law further than is expressly declared....’” Suter v. Stuckey, 402 Md. 211, 232, 935 A.2d 731 (2007) (quoting Robinson v. State, 353 Md. 683, 728 A.2d 698, 702 (1999); citing Lutz v. State, 167 Md. 12, 172 A. 354, 356 (1934)) (internal citations omitted). “If the common law and the statute are in conflict, however, ‘the common law yields to the statute to the extent of the inconsistency, and a statute which deals with an entire subject-matter is generally construed as abrogating the common law as to that subject.’ ” Suter, 402 Md. at 232, 935 A.2d 731 (quoting Lutz, 172 A. at 355-56). Yet, when the legislature is silent on the matter, the courts should not read conflicts into a statute such that it abrogates the common law. Suter, 402 Md. at 232, 935 A.2d 731. A clear conflict between the common law and the statutory scheme must exist for the first exception to the presumption against statutory abrogation of the common law to apply; ie. there must be a situation in which “the provisions of the law cannot be given full effect without derogation from the common law.” Id. at 233, 935 A.2d 731. The second exception to the presumption against statutory abrogation of the common law, when a statute occupies an entire field of law, is exemplified in Robinson v. State, 353 Md. 683, 728 A.2d 698 (1999). Corporate Defendants argue that the Legislature clearly did not intend to abrogate common law with this statute, because the statute’s language is entirely consistent with the common law principles of vicarious liability existing at the time of § 13-601’s enactment. This is in keeping with the principle that courts should not read conflict into a statute to abrogate the common law. Suter, 402 Md. at 232, 935 A.2d 731. The wording of Maryland Business Professions and Occupations Code § 19-501 can plausibly be read to mirror the common law, not to clearly conflict with it. Plaintiffs seem to argue that the Legislature intended for this statute to abrogate the common law because there would have been no point to enacting the law had the Legislature simply intended to codify common law. Plaintiffs have not given the Court authority for that proposition, however. Moreover, Maryland’s presumption that state statutes enact common law unless they explicitly state otherwise clearly undermines Plaintiffs’ argument. Five other courts have construed similar statutes; three have found these statutes to codify common law principles of vicarious liability. See Borg-Wamer Protective Servs. Corp. v. Superior Court, 75 Cal.App.4th 1203, 89 Cal.Rptr.2d 687, 689 (Ct.App.1999) (construing security guard licensing statute as a codification of common law vicarious liability principles); Knouse Foods Cooperative, Inc. v. Burns Int’l Security Servs., Inc., 519 F.Supp. 867, 869 (E.D.Pa.1981) (same); Hoover Ball & Bearing Co. v. Pinkerton’s, Inc., 500 F.Supp. 673, 675 (W.D.Mich.1980) (same). Two courts have found statutes to hold security agencies strictly liable. See Simmons, Inc. v. Pinkerton’s, Inc., 762 F.2d 591, 595 (7th Cir.1985) (construing security guard licensing statute as a imposing strict liability on security guard agency); Stewart Warner Corp. v. Burns Int’l Security Servs., Inc., 353 F.Supp. 1387, 1389 (N.D.Ill.1973) (same). None of the statutes in those cases are nearly identical to the language at issue in this case, because these statutes all contain “good conduct” language which the Maryland Code does not. Additionally, the cases that found that the statutes imposed strict liability can be distinguished from this case. The Seventh Circuit found the statute at issue imposed strict liability on a security agency in a similar case in Simmons, but relied heavily on the fact that the statutory language was nearly identical to that in Stewart Warner, which that court had interpreted to impose strict liability. See 353 F.Supp. at 1390. Thus, the court was constrained by the earlier interpretation. Additionally, the Court believes that the absence of the “good conduct” language in Maryland’s statute weighs against finding that the legislature intended to impose strict liability on security agencies as the “good conduct” language can easily be interpreted to require a higher standard of liability for the security guard company. The court in the case on which the Simmons decision heavily relied, Stewart Warner, premised its decision on the plain language of the statute and the fact that the legislature had enacted the statute after a case finding that the security agency was not liable for its employee’s intentional torts. Like the Borg-Wamer court, this Court finds several differences from the situations that the Stewart court adjudicated. First, as explained earlier, the Court “cannot presume that our Legislature intended to change the common law because it did not expressly state such an intention.” BorgWamer, 89 Cal.Rptr.2d at 687. Next, Maryland’s statute was not enacted in response to the Court’s decision, as the Stewart Warner court found Illinois’ statute had been. See Stewart Warner, 353 F.Supp. at 1390 (“The construction urged by defendant would interpret 10b(10) as simply reiterating the common law, thus attributing to the legislature an idle act in adopting 10b(10). In Apex Smelting Co. v. Burns, 175 F.2d 978, 981 (7th Cir.1949), a case involving facts very similar to those here, the court upheld a directed verdict for defendant ... Section 201-10b was subsequently enacted.”). Finally, as described above, codification of common law rules is a common practice in Maryland. While the Court appreciates the rationale for the interpretation Plaintiffs offer — a security company is best positioned to examine the background of employees and exclude any who display a propensity to commit tortious acts — the Court cannot find a sufficient basis for imposing strict liability in the plain language and legislative intent of this statute. This Count will remain only insofar as the Court finds Corporate Defendants can be held liable under traditional vicarious liability principles. b. Vicarious liability analysis Under the Court’s construction of the Maryland Business Professions and Occupations Code, to determine if Corporate Defendants are liable under the statute, the Court must assess whether common law rules of vicarious liability impose liability upon them. Any liability for Corporate Defendants will thus be premised on a finding that SSA, Inc.’s employees, Speed and Fitzpatrick, acted within the scope of employment, or that SSA, Inc. ratified Speed and Fitzpatrick’s actions. Corporate Defendants argue that because Speed and Fitzpatrick’s actions prior to the arson were outside the scope of their employment, Corporate Defendants cannot be held liable on the ground that Speed and Fitzpatrick acted in the scope of employment, and that Plaintiffs’ other theories of liability — “aided by agency” and ratification — also fail to establish vicarious liability. First, regarding Defendant Speed, the Court cannot avoid the conclusion that Defendant Speed’s alleged on-duty preparations for the arson fell outside the scope of his employment as a security guard. Thus, Corporate Defendants cannot be liable for any of Speed’s violations under the “scope of employment” theory of liability. Fitzpatrick’s departure from the Hunters Brooke site may be construed as within the scope of his employment, though not if abandoned his post to further the conspiracy to commit arson. Additionally, because Maryland courts do not hold employers vicariously liable merely because the employee was aided in his agency relationship in committing the tortious acts, the Court cannot hold Corporate Defendants liable on that theory. Finally, the Court does not believe there is sufficient evidence generated at this time to support Plaintiffs’ claim that Corporate Defendants subsequently ratified Speed or Fitzpatrick’s acts to support vicarious liability of Corporate Defendants. 1. Scope of Employment Corporate Defendants argue that they are not vicariously liable for the arson-related acts of their employees, Speed and Fitzpatrick, based on Plaintiffs’ “scope of liability” theory, because the individuals’ activities fell outside the scope of their employment. It is well established that, under Maryland law: “To be within the scope of the employment the conduct must be of the kind the servant is employed to perform and must occur during a period not unreasonably disconnected from the authorized period of employment in a locality not unreasonably distant from the authorized area, and actuated at least in part by a purpose to serve the master.” East Coast Freight Lines v. Mayor of Baltimore, 190 Md. 256, 58 A.2d 290, 304 (Md.1948); see also Sawyer v. Humphries, 322 Md. 247, 587 A.2d 467, 471 (Md.1991). Many factors are considered, including whether the act is one commonly done by such servant; the time, place, and purpose of the act; the similarity in quality of the act done to the act authorized; the extent of departure from the normal method of accomplishing an authorized result; and whether the act is seriously criminal. Saun/er, 587 A.2d at 471. Silvera v. Home Depot U.S.A., Inc., 189 F.Supp.2d 304, 309 (D.Md.2002). Additionally: Under Maryland law, “the questions of agency and scope of employment are generally questions for the jury.” However, “when the servant’s deviation from the strict course of his employment or duty is slight and not unusual, the court may determine as a matter of law that he is still executing the master’s business, and if the deviation is very marked and unusual it may determine the contrary.” Jordan v. W. Distrib. Co., 135 Fed.Appx. 582, 585 (4th Cir.2005) (quoting Carroll v. Hillendale Golf Club, 156 Md. 542, 144 A. 693, 695-95 (1929)); see also Rusnack v. Giant Food, Inc., 26 Md.App. 250, 263-264, 337 A.2d 445 (Ct.Spec.App.1975) (finding that a security guard who hit a customer while off duty, yet on the premises he was supposed to guard, was not acting in the scope of employment). Under the above standards, it is clear that Defendant Speed’s preparations for arson while on duty fall outside the scope of his employment. Speed’s motives in preparing for this arson were undisputedly purely personal, and were in direct contravention of his formal duties to protect Hunters Brooke. His activities in preparation for the arson — (1) planting flammable materials in houses, (2) providing access to the site to unauthorized individuals, (3) providing a map of the neighborhood to be used during the arsons, and (4) learning which houses were to be occupied by African-Americans — were plainly in opposition to the protective duties SSA, Inc. hired him to perform as a security guard. (Doc. No. 119, ¶ 59.) Indeed, SSA Inc. expressly prohibited some of these activities, such as security guard entry into the Hunters Brooke houses, as Speed did to plant the fuel. “The Post Orders provided: ... (b) patrol the site to insure there are no unwanted guests; (c) post vehicle at the entrance and check every vehicle upon entering site; ... (e) no guard is permitted to enter any house.” (Doc. No. 315, Ex. 20.) Speed’s encouraging unauthorized individuals to enter the site to plant flammable liquids also directly violated such professional obligations. Similarly, Speed’s rendering a map of the neighborhood he guarded, learning the ethnicity of the future occupants of the houses, and distributing this information was purely at his own behest, and these activities clearly undermined SSA, Inc.’s purpose of security provision. Finally, these activities were extreme, unexpected, and renegade, further indicating Speed acted from personal motives. The fact that Speed was on duty while effecting these preparations does not change their oppositional character. The Court of Appeals of Maryland has explicitly ruled out this logic, explaining: “particularly in cases involving intentional torts committed by an employee, this Court has emphasized that where an employee’s actions are personal ... even if during normal duty hours and at an authorized locality, the employee’s actions are outside the scope of his employment.” Sawyer v. Humphries, 322 Md. 247, 256-57, 587 A.2d 467 (1991) (citations omitted). Nor does the fact that Speed’s position as security guard gave him access to the premises require a finding that his arson preparations occurred in the scope of his employment. Indeed, the Fourth Circuit’s decision upholding Judge Blake’s decision in Jordan, suggests the opposite conclusion. 135 Fed-Appx. at 584. In that case, two employees were transporting currency in an armored vehicle on Interstate 95 in Maryland, “pursuant to their duties as drivers and security guards for Western Distributing Company,” when they attempted to drive another vehicle off the interstate on numerous occasions, and aimed a shotgun at the driver. Id. The Fourth Circuit affirmed that these actions were outside the scope of employment as a matter of law, noting “[w]hile it is true that [the employees] committed these acts while on duty, using the truck and guns provided to them by Western, they were in no way attempting to advance Western’s interests.” Id. Similarly, here, despite the fact that Speed’s employment enabled him to be on the Hunters Brooke site, preparation for arson was such a marked and unusual deviation from his employment that as a matter of law, these actions fell outside of his scope of employment, and Corporate Defendants are not liable for them. Next, whether the Court can determine that as a matter of law, Fitzpatrick was acting outside the scope of his employment when he left his post is a much closer question. Corporate Defendants argue that SSA, Inc. employed Fitzpatrick to maintain his post until the end of his scheduled shift, and that his departure constituted a “frolic,” outside the scope of employment. “A variety of factors have been cited as bearing on the determination of whether a particular deviation amounts to a detour or a frolic. ‘These factors include the time and place of the deviation, its extent with relation to the prescribed route, whether its motivation is in part to serve the master, and whether it is the usual sort of deviation for servants on such a job.’ ” Karangelen v. Snyder, 40 Md.App. 393, 397, 391 A.2d 474 (Ct.Spec.App.1978) (citation omitted). Corporate Defendants argue that Fitzpatrick’s abandonment of his post was a total abandonment and frolic because he did not return, it contravened SSA, Inc.’s purpose in protecting Hunters Brooke, and it was unusual for a security guard to leave his post. Additionally, if Plaintiffs were to prove that Fitzpatrick was part of the conspiracy and that his motive for leaving was to allow the arson to proceed, then his action would even more clearly fall outside the scope of employment. Plaintiffs have presented enough disputes of material fact to survive summary judgment on the issue of whether Fitzpatrick’s negligence in leaving his post was within the scope of his employment. First Plaintiffs state that “Corporate Defendants actually knew and explicitly authorized Fitzpatrick to leave his post early that night — as they had many other nights.” (Doc. No. 359 at 51.) Fitzpatrick’s declaration states that Bradley Messick, site supervisor, had told him he could leave 30 minutes early that night, and that he actually left a full hour early because he was feeling sick. (Doc. No. 359, Ex. 32, Fitzpatrick Deck ¶ 13.) Messick confirmed that he authorized Fitzpatrick to regularly leave thirty minutes early so that he could return SSA Inc.’s identification lamp. He states: [T]hey had an amber construction light that you were supposed to put on top of your car, it just a blinker that’s here I am [sic]. And there was no place to store it there, and you had to drive from Indian Head to Waldorf to store it at Gallery Place. SSA wouldn’t pay for the extra travel time to do that, so I told him to leave with enough time to take it to Gallery Place, and that would be his off time, when he left there. (Bradley Messick Dep., Feb. 14, 2008, Doc. 359, Ex. 31, 78:1-10.) A jury could conclude that at least half of Fitzpatrick’s early departure was authorized and performed for a business purpose. It is undisputed that Fitzpatrick called Speed at 5:05 a.m., and then returned his identification light to the SSA, Inc. corporate office at 5:12 a.m. (Doc. 359 at 25.) In light of the fact that Fitzpatrick returned to the corporate office to complete his duty of returning the lamp after whatever he did after he departed his post before 4:00 a.m., a jury could conclude that this departure was merely a detour. Next, Plaintiffs argue that because Fitzpatrick allegedly attempted to contact Corporate Defendants to inform them he needed a replacement while on duty at Hunters Brooke, the timing and location of Fitzpatrick’s actions support the assertion that he was acting within the scope of his employment. They explain, “[t]hat Corporate Defendants were negligent in failing to provide a means by which Fitzpatrick could be replaced does not mean that Fitzpatrick acted outside of his scope of employment when he succumbed to his illness and left his post at Hunters Brooke.” (Doc. No. 359 at 52.) The Court agrees that this evidence is relevant as it indicates that Fitzpatrick attempted to follow procedures before leaving earlier than planned. Finally, Plaintiffs argue that it was foreseeable that Fitzpatrick would leave his post. Insofar as the record indicates that the site supervisor approved Fitzpatrick’s early departure, the Court believes there is evidence upon which the Court may conclude Fitzpatrick’s early departure was foreseeable. Because it is typically a jury question whether an employee’s action is within the scope of employment, and because Plaintiffs have presented evidence upon which a jury might conclude his departure fell within the scope of his employment, the Court finds that an issue of fact remains as to whether the Corporate Defendants are vicariously liable for Fitzpatrick’s early departure. But, to the extent Plaintiffs allege that Fitzpatrick left early intentionally to facilitate the conspiracy to commit arson, the Court finds those actions fall outside the scope of employment. In sum, the Court believes that the evidence is sufficient to hold Corporate Defendants liable for Fitzpatrick’s negligence, but not for any intentional tort. 2. Aided by Agency Next, Defendants contend that Plaintiffs’ second theory of vicarious liability, that Speed and Fitzpatrick were able to commit acts leading to arson by way of their employment and thus Corporate Defendants are liable, fails because Maryland courts do not recognize this theory of liability. Plaintiffs contend that even if the Court finds that there is no dispute of material fact regarding whether Speed and Fitzpatrick acted within the scope of their employment, Corporate Defendants may still be liable if Speed and Fitzpatrick were aided in their actions by the agency relationship with Corporate Defendants. Plaintiffs do not cite to Maryland cases applying the “aided by agency” theory, but rather, refer to the Restatement of Agency as the basis for the Court to adopt this theory. “The Maryland Court of Appeals, however, has not endorsed this theory of vicarious liability,” however. Lewis v. Forest Pharms., Inc., 217 F.Supp.2d 638, 659 (D.Md.2002). Because Maryland does not follow the “aided by agency” theory for determining vicarious liability, the Court will not find Corporate Defendants vicariously liable on an “aided by agency” theory. 3. Ratification Finally, Defendants argue that Plaintiffs have not presented sufficient evidence that Corporate Defendants ratified Speed and Fitzpatrick’s acts to establish vicarious liability of Corporate Defendants on that theory. In Maryland, “[r]atification requires an intention to ratify, and knowledge of all material facts.” Progressive Casualty Ins. Co. v. Ehrhardt, 69 Md.App. 431, 442, 518 A.2d 151 (Ct.Spec.App.1986) (citations omitted). If a principal does not directly state an intent to ratify, such intent: may be inferred by words, conduct or silence on the part of the principal that reasonably indicates its desire to affirm the unauthorized act. Circumstances that suggest an intent to ratify include: receipt and retention of the benefits of the unauthorized transaction, and a failure to make a timely disaffirmance of the unauthorized acts. Id. (citations omitted). The Court finds that Plaintiffs do not point to sufficient evidence to raise a dispute of material fact with respect to whether Corporate Defendants ratified Speed and Fitzpatrick’s actions. Plaintiffs contend that Corporate Defendants routinely authorized Fitzpatrick’s early departure from his post, failed to discipline him for his negligence in abandoning his post, “actively fabricated] evidence to cover up his early departure, and instructed] Fitzpatrick to lie about the time he left Hunters Brooke and other critical pieces of information when interviewed by federal investigators.” (Doc. No. 359 at 60.) But, the record simply does not support these allegations. For the allegation that Corporate Defendants instructed Fitzpatrick to lie to federal investigators, Plaintiffs cite to the criminal case, “United States v. Fitzpatrick, at 44-55,” and summarize, “there were several discrepancies in Fitzpatrick’s statements throughout the investigation,” and to Facts 22, 34 and 35. (Doc. No. 359 at 60 n. 36.) These citations do not indicate that Grafton and Lee knowingly instructed Fitzpatrick to lie to federal investigators. Fact 22 pertains to Speed’s hiring, Fact 34 pertains to the execution of the conspiracy, and Fact 35 states that Grafton and Lee instructed Fitzpatrick to lie, but then cites only to the affidavit of a special agent from the Bureau of Alcohol, Firearms, Tobacco, and Explosives (“AFT”) who never states that Grafton or Lee told Fitzpatrick to lie. In fact, the record indicates that Fitzpatrick lied to Grafton and Lee. For example, supervisor Messick stated in deposition, “from my understanding, where [Fitzpatrick’s] problems with [Lee and Grafton] occurred from, is lying about what time he left. He actually did do it and tell [sic] the FBI he left on time.” (Doc. 359, Ex. 31, Bradley Messick Dep.) Plaintiffs argue that Corporate Defendants ratified the individuals’ acts by allowing Fitzpatrick to leave early, and by allegedly attempting to cover up his departure. (Doc. No. 359 at 60-61.) Plaintiffs also state that a jury could reasonably conclude that Corporate Defendants knew within hours that the fires were the result of arson, that the arsons were racially motivated, and that Speed was one of the arsonists. (Id. at 63.) However, the only evidence Plaintiffs cite is one deposition in which an ex-employee of Corporate Defendants states that Corporate Defendants asked him to tell the police that Speed’s application had been thoroughly reviewed prior to his hiring, something the employee felt was “a lie.” (Id. at 62.) Plaintiffs assert that this evidence indicates a coverup and ratification of the racially motivated actions of Speed, thus allowing for vicarious liability of Corporate Defendants. But, for ratification to occur, a principal must both intend to ratify, and have full knowledge of the facts they are ratifying. The little evidence of a cover-up that Plaintiffs provide falls far short of this hefty requirement. Accordingly, the Court does not find any basis for holding Corporate Defendants liable for Speed or Fitzpatrick’s actions under a ratification theory. In conclusion, the Court will grant Corporate Defendants partial summary judgment on the Maryland Business Professions and Occupations code, and allow the question regarding Corporate Defendants’ liability under the Maryland Business and Occupations Code for acts committed within the scope of Fitzpatrick’s employment, ie. negligence, to remain. v. Fair Housing Act (Count I), 42 U.S.C. § 1982 (Count III), 42 U.S.C. § 1985(3) (Count IV) The Fair Housing Act (“FHA”), 42 U.S.C. § 3601 et seq., 42 U.S.C. § 1982, and 42 U.S.C. § 1985(3) (collectively “civil rights statutes”) guarantee persons basic rights to be free from discrimination in connection with their enjoyment of property. The FHA creates a policy of fair housing in the United States, makes it unlawful to “make unavailable ... a dwelling to any person because of race,” 42 U.S.C. § 3604, and prohibits intimidation, coercion or interference with a person in connection with his or her enjoyment of property. See 42 U.S.C. § 3617. Section 1982 provides that all citizens, regardless of race,