954 A.2d 1092 (2008) 405 Md. 541

Thomas L. CLANCY, Jr.
v.
Wanda T. KING.

No. 112 Sept. Term, 2007.

Court of Appeals of Maryland.

August 26, 2008.

*1094 Rachel T. McGuckian (J. Stephen McAuliffe, III of Miles & Stockbridge, P.C., Rockville, MD; Lowell R. Bowen of Miles & Stockbridge, P.C., Towson, MD), on brief, for Petitioner.

Jerrold A. Thrope (Sheila K. Sachs and Valerie L. Albrecht of Gordon, Feinblatt, Rothman, Hoffberger & Hollander, L.L.C., Baltimore, MD), on brief, for Respondent.

Argued Before BELL, C.J., RAKER,^[*] HARRELL, BATTAGLIA, GREENE, MURPHY and DALE R. CATHELL (Retired, specially assigned), JJ.

*1095 HARRELL, Judge.

On 26 February 1992, Thomas L. Clancy, Jr, perhaps best known as the author of many popular "techno-thriller" novels, and Wanda King,^[1] his wife at the time, entered into an agreement (the "JRLP Partnership Agreement"), under Maryland law, forming the Jack Ryan Limited Partnership (JRLP). The purpose, as later amended, of JRLP is to "engage in activities relating to the writing, publishing and sale of books or in any other lawful activity.. . ." Clancy and King each own a 1% general partnership interest and 49% limited partnership interest in JRLP. Section 5.5 of the 33 page JRLP Partnership Agreement states in pertinent part:

A The General Partners or their Affiliated Persons may act as general or managing partners for other partnerships engaged in businesses similar to that conducted by the Partnership. Nothing herein shall limit the General Partners or their Affiliated Persons from engaging in any such business activities, or any other activities which may be competitive with the Partnership or the [JRLP-owned] Property, and the General Partners or their Affiliated Persons shall not incur any obligation, fiduciary or otherwise, to disclose or offer any interest in such activities to any party hereto and shall not be deemed to have a conflict of interest because of such activities.....

E. The General Partners shall be under a fiduciary duty to conduct the affairs of the Partnership in the best interests of the Partnership, including the safekeeping and use of all Partnership funds and assets and the use there-of for the benefit of the Partnership. The General Partners shall at all times act in good faith and exercise due diligence in all activities relating to the conduct of the business of the Partnership.

Section 5.7 of the JRLP Partnership Agreement provides that:

Neither the Partnership nor any Partner shall have any rights or obligations, by virtue of this Agreement, in or to any independent ventures of any nature or description, or the income or profits derived therefrom, in which a Partner may engage, including, without limitation, the ownership, operation, management, syndication and development of other businesses, even if in competition with the Partnership's trade or business.

JRLP, in furtherance of its purpose, contracted with S & R Literary, Inc., in a 23 March 1993 letter agreement, forming a joint venture known as "Tom Clancy's Op-Center" (Op-Center).^[2] S & R Literary is controlled by its President, Dr. Steve R. Pieczenik. The original purpose of the Joint Venture Agreement was to develop a proposal for a television series.^[3] Proceeds *1096 from the efforts undertaken pursuant to the Op-Center joint venture were to be split evenly between JRLP and S & R Literary. The Op-Center Joint Venture Agreement pertinently states:

2. All decisions with respect to the development, use and exploitation of the proposal shall be made by mutual agreement between Steve R. Pieczenik and Tom Clancy; provided, however, that if, after discussion, no agreement is reached, the decision of Tom Clancy should prevail.

The signature page of the Joint Venture Agreement appears as follows:

If the foregoing is in accordance with your understanding, please indicate your agreement by signing and returning copies hereof to us.

Very truly yours, JACK RYAN LIMITED PARTNERSHIP By [Mr. Clancy]

AGREED TO AND ACCEPTED:

S. & R. LITERARY, INC. By [Dr. Pieczenik]

AGREED TO (insofar as I am concerned):

[Mr. Clancy]

[Dr. Pieczenik]

To develop the paperback book series, Pieczenik assembled a team including Martin Greenberg, a book "packager,"^[4] and Jeff Rovin, an author-for-hire. Rovin was selected as the actual author of the series because, it was thought, he would be able to affect a "Clancyesque" style of writing. According to the testimony, Clancy had very little to do with the development of the series. Although he "glanced at a few" of the books, Clancy did not read, cover-to-cover or in any meaningful part, any of the books in the series. Apparently his chief contribution to the effort was the aura lent to the enterprise by the association of his name and reputation.

The Op-Center paperback books proved to be successful. Every book appeared on the New York Times Paperback Bestseller list. As of July 2003, the Op-Center book series generated over $28 million in domestic and foreign profits, after deducting writers' fees, commissions, and other expenses.

In 1996, in the midst of the Op-Center series of books, Clancy and King, as husband and wife, separated. Their divorce was finalized by the Circuit Court for Calvert County on 6 January 1999. Leading up to the divorce, Clancy and King entered into a Marital Property Agreement.^[5] Although the Marital Property Agreement did not alter the respective ownership interests of Clancy and King in JRLP, it designated Clancy as Managing Partner of JRLP.^[6] The Marital Property Agreement *1097 also contained a provision by which a party breaching the agreement would have to pay the non-breaching party's resultant costs.^[7]

After a total of 10 books were published in the Op-Center series, and Books 11 and 12 slated for publication, Clancy set the stage for the possible removal of his name from the Op-Center series. JRLP and S & R Literary agreed, in a jointly signed letter dated 23 October 2001, that Clancy's name would be used in connection with Books 13 and 14 in the series. Clancy signed on behalf of JRLP; Pieczenik on behalf of S & R Literary. The letter agreement provided further that, after the publication of Book 14, JRLP could withdraw permission to use Clancy's name in connection with future books in the series.^[8]

King filed a Complaint in the Circuit Court for Calvert County on 3 July 2003 alleging that Clancy breached his fiduciary duty to her and JRLP by, inter alia, stating^[9] that he intended to prevent the use of his name in connection with later books in the Op-Center series. She sought injunctive relief to prohibit Clancy, as Managing Partner of JRLP, from taking action detrimental to the Op-Center series, an order placing her in the role of Managing Partner of JRLP, and recovery of attorneys' fees and expenses.

It was not until 19 January 2004 that Clancy "pulled the trigger" on his announced intent to withdraw his name prospectively from the Op-Center series. Through counsel in a 19 January 2004 letter, he expressed his refusal to permit the Op-Center joint venture to use his name in connection with the series beyond Book 14. Specifically, the letter stated:

Although [Clancy], individually, permitted the joint venture to use the name "Tom Clancy" in the series title in connection with op-Center paperback books 1 through 14, he has withdrawn permission to the joint venture for further and future use of his name in the titles to the Op-Center paperback book series beyond book 14. Please accept this letter as confirmation of the fact that [Clancy] will not permit the joint venture to use his name in the title to the Op-Center paperback book series beyond book 14.

On 20 January 2004, Clancy filed in the case initiated by King a Counterclaim for Declaratory Relief. Clancy sought a declaration holding:

*1098 (1) That beyond rights granted by [him] to the Joint Venture to use the "Tom Clancy" name in the publication of Books 1 through 14 of the Op-Center paperback book series, the Joint Venture does not possess the right to use the name "Tom Clancy" in the Op-Center series title;

(2) That the Joint Venture does not have the right to use the name "Tom Clancy" in the series title for hardback book publications;

(3) That all decisions with respect to the development, use and exploitation of the Op Center concept are at the unfettered discretion of [Clancy], individually;

(4) That [Clancy] may withhold or withdraw any license to use his name in Joint Venture business endeavors for any reason, including for purely personal competitive reasons;

(5) That JRLP does not possess the right to use the name "Tom Clancy";

(6) That Wanda King does not possess the right to use the name "Tom Clancy"; [and]

(7) That [Clancy] does not owe a duty, as managing partner or otherwise, to JRLP such as would require him to permit the use of his name in JRLP's business ventures, including through its participation in the Joint Venture.

Clancy later filed a motion for summary judgment.^[10] King responded with a motion for partial summary judgment.^[11] In denying Clancy's motion and granting King's, the trial court held that Clancy does not "individually own or control the mark `Tom Clancy's Op-Center'" and that Clancy's "partnership and/or contractual obligations to Ms. King preclude him from stopping the future use of the mark `Tom Clancy's Op-Center.'" The trial court ordered that the case proceed to trial on the issues of "the extent of equitable relief" to be granted to King and King's "request to recover her legal fees."

In consideration of arguments made on the first day of trial, the trial court vacated its summary judgment ruling in King's favor to the extent that it held that Clancy breached his fiduciary duty to JRLP and King.^[12] That issue also proceeded to trial.

The Circuit Court bifurcated the trial. The object of the first portion of the trial was to determine whether Clancy breached his fiduciary duty to JRLP and King. The second part of the trial was to determine, if necessary, equitable relief and damages due to King. On 5 August 2005, the Circuit Court concluded that Clancy breached his duty to JRLP and the Op-Center *1099 joint venture. The court ordered that King be appointed as managing partner of JRLP as it related to the Op-Center series, which included "collaborating and negotiating with Dr. Pieczenik, on behalf of the joint venture, publishing, royalty and other contracts for the management of the Op-Center brand." A later order awarded King attorneys' fees and expenses in the amount of $518,431.71.

Clancy noted a timely appeal to the Court of Special Appeals. The intermediate appellate court affirmed, in an unreported opinion, the Circuit Court's judgment. The Court of Special Appeals, however, expressed its view that the scope of the trial court's order as to King's authority as managing partner of JRLP with regard to the Op-Center project was not sufficiently clear. The court remanded the case to the Circuit Court for clarification.

We granted Clancy's Petition for Writ of Certiorari, 402 Md. 355, 936 A.2d 852 (2007), to consider three questions:

1. Whether the lower courts erred in failing to recognize that principles of contract preempt fiduciary duties where the contract is unambiguous and the parties have made their intentions clear?

2. Whether the intermediate appellate court erred by failing to order that under [King's] control the Op-Center Joint venture cannot expand its activities beyond its current scope, which is television productions and mass market paperback books?

3. Whether the lower courts erred in awarding attorneys' fees and expenses to the respondent?

Discussion

Where, as in the present case, an action has been tried without a jury, we "review the case on both the law and the evidence." Maryland Rule 8-131(c). "We will not disturb the judgment on the facts, however, unless the trial court's findings are clearly erroneous." Goff v. State, 387 Md. 327, 338, 875 A.2d 132, 139 (2005). "The deference shown to the trial court's factual findings under the clearly erroneous standard does not, of course, apply to legal conclusions." Nesbit v. Gov't Employees Ins. Co., 382 Md. 65, 72, 854 A.2d 879, 883 (2004). Where a case involves "the application of Maryland statutory and case law, our Court must determine whether the lower court's conclusions are `legally correct' under a de novo standard of review." Walter v. Gunter, 367 Md. 386, 392, 788 A.2d 609, 612 (2002).

Clancy concedes that, contract law aside,^[13] his pertinent actions, which animated *1100 King's suit, would violate the fiduciary duty he owed to JRLP. Thus, for proper analysis of the controversy presented for our review involving the interpretation of the JRLP Partnership Agreement and the Op-Center Joint Venture Agreement, we need not dwell unduly on common law or statutory fiduciary duties.^[14]

Section 9A-103(a) of the Maryland Code, Corporations and Associations Article notes that "relations among the partners and between the partners and the partnership are governed by the partnership agreement." Section 9A-103(b)(3)(i) permits partnerships to "identify specific types or categories of activities that do not violate the duty of loyalty."^[15] "The general rule is that the partnership agreement governs the relations among the partners and between the partners and the partnership." Della Ratta v. Larkin, 382 Md. 553, 564, 856 A.2d 643, 649 (2004) (citing Creel v. Lilly, 354 Md. 77, 87, 729 A.2d 385, 391 (1999)). "A partnership is, of course, a contractual relation to which the principles of contract law are fully applicable." Klein v. Weiss, 284 Md. 36, 63, 395 A.2d 126, 141 (1978) (citing Collier v. Collier, 182 Md. 82, 32 A.2d 469 (1943) and Abbott v. Hibbitts, 142 Md. 7, 119 A. 650 (1922)); see also Della Ratta, 382 Md. at 569, 856 A.2d at 652-53 (holding that the limited partnership agreement modified the default rules governing the limited partnership); J. William Callison, Why a Fiduciary Duty Shift to Creditors of Insolvent Business Entities Is Incorrect as a Matter of Theory and Practice, 1 J. BUS. & TECH. L. 431, 451-52 (2007) ("[T]he business organization universe is full of other forms, specifically closely held corporations, limited partnerships, and limited liability companies, in which the emerging consensus is that fiduciary duties are capable of modification by agreement."); ALAN R. BROMBERG & LARRY E. RIBSTEIN, BROMBERG & RIBSTEIN ON PARTNERSHIP § 12:05(e) (1988, Rel. 2002-2) ("Within very broad limits the [limited partnership] agreement may be anything the partners want it to *1101 be."). King concedes that "[a] partner's fiduciary duties may be modified by partnership agreement." Appellee's Brief at 15.

Thus, the first step in the proper analysis of the questions presented by the instant case is to examine the contracts governing the operation of JRLP and the Op-Center Joint Venture. See Sonet v. Timber Co., 722 A.2d 319, 324 (Del.Ch.1998) (noting that under limited partnership law "a claim of breach of fiduciary duty must first be analyzed in terms of the operative governing instrument—the partnership agreement—and only where that document is silent or ambiguous, or where principles of equity are implicated, will a Court begin to look for guidance from the statutory default rules, or other extrinsic evidence"); Stephen M. Bainbridge, Much Ado About Little? Directors' Fiduciary Duties in the Vicinity of Insolvency, 1 J. BUS. & TECH. L. 335, 337 (2007) ("[F]iduciary duties . . . can be understood as gapfillers that complete the contract. . . .").

The rules of contract interpretation are well-settled. "The interpretation of a contract, including the determination of whether a contract is ambiguous, is a question of law, subject to de novo review." Sy-Lene of Wash., Inc. v. Starwood Urban Retail II, LLC, 376 Md. 157, 163, 829 A.2d 540, 544 (2003). "Maryland adheres to the principle of the objective interpretation of contracts." Cochran v. Norkunas, 398 Md. 1, 16, 919 A.2d 700, 710 (2007). The court will "`giv[e] effect to the clear terms of the contract regardless of what the parties to the contract may have believed those terms to mean.'" United Servs. Auto. Ass'n v. Riley, 393 Md. 55, 79, 899 A.2d 819, 833 (2006) (quoting Towson Univ. v. Conte, 384 Md. 68, 78, 862 A.2d 941, 946-47 (2004)). "Thus, our search to determine the meaning of a contract is focused on the four corners of the agreement." Cochran, 398 Md. at 17, 919 A.2d at 710 (citing Walton v. Mariner Health, 391 Md. 643, 660, 894 A.2d 584, 594 (2006)). "[E]ffect 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." Sagner v. Glenangus Farms, Inc., 234 Md. 156, 167, 198 A.2d 277, 283 (1964).

There are essentially two contracts of concern in the present case.^[16] The first, the JRLP Partnership Agreement, clearly and unambiguously limits the duty of loyalty ordinarily owed by Clancy to JRLP and King. Section 5.5A of the JRLP Partnership Agreement pertinently states:

The General Partners or their Affiliated Persons may act as general or managing partners for other partnerships engaged in businesses similar to that conducted by the Partnership. Nothing herein shall limit the General Partners or their Affiliated Persons from engaging in any such business activities, or any other activities which may be competitive with the Partnership or the [JRLP-owned] Property, and the General Partners or their Affiliated Persons shall not incur any obligation, fiduciary or otherwise, to disclose or offer any interest in such activities to any party hereto and shall not be deemed to have a conflict of interest because of such activities.

*1102 Similarly, § 5.7 of the JRLP Partnership Agreement provides that:

Neither the Partnership nor any Partner shall have any rights or obligations, by virtue of this Agreement, in or to any independent ventures of any nature or description, or the income or profits derived therefrom, in which a Partner may engage, including, without limitation, the ownership, operation, management, syndication and development of other businesses, even if in competition with the Partnership's trade or business.

In short, these provisions trumped the usual duty not to compete with the limited partnership and, to a large extent, the duty not to usurp partnership opportunities. See Kahn v. Icahn, No. Civ. A. 15916, 1998 WL 832629, *3, 24 DEL. J. CORP. L. 738 (Del.Ch.1998), aff'd, 746 A.2d 276 (Del.2000) (table)^[17] (holding that contract language almost identical to the language in the JRLP Partnership Agreement permitted the general partner to compete with the firm and usurp the firm's business opportunities); Andrew S. Gold, On the Elimination of Fiduciary Duties: A Theory of Good Faith for Unincorporated Firms, 41 WAKE FOREST L.REV. 123, 127-28 (2006) ("Typically, when fiduciary duties are eliminated, the scope of managerial discretion will be limited by the parties (or, in cases of contractual silence, provided by default terms). But barring egregious cases, such as unconscionability, fraud, or misappropriation of assets, contract doctrine mandates few restrictions. . . ."); J. WILLIAM CALLISON & MAUREEN A. SULLIVAN, PARTNERSHIP LAW & PRACTICE: GENERAL & LIMITED PARTNERSHIPS § 22:8 (2007) (recommending sample language similar to that in the JRLP Partnership Agreement to permit the general partner to engage in self-dealing and competition with the limited partnership).^[18]

Thus, Clancy was under no obligation to allow JRLP to participate in the Op-Center Joint Venture. Clancy was free to retain all profits and management of the Op-Center Joint Venture for himself as an individual.^[19]

*1103 As to the second contract of special relevance in the present case, the Op-Center Joint Venture Agreement, states:

2. All decisions with respect to the development, use and exploitation of the proposal shall be made by mutual agreement between Steve R. Pieczenik and Tom Clancy; provided, however, that if, after discussion, no agreement is reached, the decision of Tom Clancy should prevail.

In other words, "Tom Clancy" has final authority over "[a]ll decisions" regarding the "development, use, and exploitation" of the Op-Center project.^[20] The Joint Venture Agreement is between two parties, JRLP and S & R Literary, but also was signed by Clancy and Pieczenik individually. The face of the contract makes clear the dual capacities of the various signatories.

The contract is in the form of a letter from JRLP to S & R Literary. Thus, where the contract refers to "you," it refers to S & R Literary.^[21] By contrast, when the contract uses the third person plural "we" or "ours," the contract refers to JRLP.^[22] The use of the name "Tom Clancy" in paragraph two means "Tom Clancy individually." To read "Tom Clancy" in paragraph two to mean "Tom Clancy, as General Partner of JRLP" defies plain meaning and would cause the terms in paragraph two to conflict with the terms in paragraph four. Paragraph four states that "equal credit [shall] be given to Tom Clancy and Steve Pieczenik (in that order) as originators of the series." In this respect, paragraph four also used "Tom Clancy" to mean Clancy individually, not in his role as general partner of JRLP. Finally, the signature page clearly contemplates that Clancy signed the contract both as General Partner of JRLP and as an individual. The signature page appears as follows:

If the foregoing is in accordance with your understanding, please indicate your *1104 agreement by signing and returning copies hereof to us.

Very truly yours, JACK RYAN LIMITED PARTNERSHIP By [Mr. Clancy]

AGREED TO AND ACCEPTED:

S. & R. LITERARY, INC. By [Dr. Pieczenik]

AGREED TO (insofar as I am concerned):

[Mr. Clancy]

[Dr. Pieczenik]

There would be no reason for Clancy's and Pieczenik's signatures to appear twice on the signature page unless they also were signing in their individual capacities. JRLP and S & R Literary already and objectively had indicated their intent to be bound by the contract as evidenced by the signatures earlier on the page. The phrase "AGREED TO (insofar as I am concerned)" also indicates that Clancy signed individually. Throughout the contract, JRLP is referred to in the first person plural as "we" or "us." The use of the word "I" shows that those signatures were of individuals.^[23] The Circuit Court and the Court of Special Appeals correctly recognized that Clancy reserved for himself, individually, in the Op-Center Joint Venture Agreement, management and control of the Op-Center venture.

If traditional common law and statutory fiduciary duty principles were paramount to the analysis and outcome of the present case in the posture in which it reaches us, portions of this contract clearly would be improper self-dealing and a usurpation of a partnership opportunity. Clancy reserved control of the project to himself, not the entity to which he owed fiduciary duties. Instead, the JRLP Partnership Agreement clearly contemplates that Clancy may compete with JRLP. In fact, Clancy, under the JRLP Partnership Agreement, may contract to control individually the entire management and profits of the Op-Center Joint Venture. There is no reason, therefore, that he could not contract for less of an interest in the Op-Center activities for himself individually. In essence, Clancy agreed to retain full and final management authority for himself individually, while assigning the profits and ownership of the venture to JRLP. Thus, the terms of the Op-Center Joint Venture contract were permitted by the terms of the JRLP Partnership Agreement.

A fiduciary, under appropriate circumstances, may acquire and enforce legal rights against the firm for which he or she serves as a fiduciary. In Waterfall Farm Systems, Inc. v. Craig, 914 F.Supp. 1213, 1215 (D.Md.1995), the Craigs, minority shareholders and directors of a corporation, owned real property upon which a *1105 greenhouse was built. The property was leased to the corporation but the lease agreement was never finalized in writing. Waterfall Farm Sys., 914 F.Supp. at 1223. After the corporation failed to pay rent, the Craigs attempted to terminate the lease. Waterfall Farm Sys., 914 F.Supp. at 1219. The corporation filed suit, arguing that the Craigs breached their fiduciary duty to the corporation. Waterfall Farm Sys., 914 F.Supp. at 1220-21. The court held that where the Craigs' interests were adverse to that of the corporation as lessors, "they had every right to take proper and lawful steps to protect the substantial investment which they had in the real property owned by them," even if those steps would have an adverse financial consequence on the corporation. Waterfall Farm Sys., 914 F.Supp. at 1228.

In Storetrax.com, Inc. v. Gurland, 397 Md. 37, 45, 915 A.2d 991, 996 (2007), a director brought a breach of contract action against the corporation seeking payment of a severance package. He obtained a default judgment against the corporation and enforced the judgment by attaching the corporation's bank account. Storetrax.com, 397 Md. at 46, 915 A.2d at 996. The director refused to voluntarily relinquish the default judgment upon the corporation's request. Storetrax.com, 397 Md. at 47, 915 A.2d at 996. The corporation sued, arguing that the director breached his fiduciary duty to the corporation. Storetrax.com, 397 Md. at 47-48, 915 A.2d at 997. We held that the director did not breach his fiduciary duty by obtaining a judgment against the corporation and enforcing a writ of garnishment against the corporate bank account. Storetrax.com, 397 Md. at 67, 915 A.2d at 1009. Waterfall Farm Systems and Storetrax.com stand for the proposition that a fiduciary properly may enforce a validly obtained legal right against the firm to which he or she stands in a fiduciary relationship.

Similarly, in Manufacturers Trust Co. v. Becker, 338 U.S. 304, 308, 70 S.Ct. 127, 130, 94 L.Ed. 107 (1949), fiduciaries and their family members purchased, at arm's length from third parties but at a tremendous discount from their face value, notes of the corporation in which they served as directors. Another creditor sued to stop the payment of the notes. Mfrs. Trust, 338 U.S. at 305-06, 70 S.Ct. at 128-29, 94 L.Ed. 107. The creditor argued that notes held by the fiduciaries should be paid, if at all, only up to the amount that the fiduciaries paid for them on the open market. Id. The Supreme Court held that fiduciaries could recover more than the amount they paid to acquire the notes. Mfrs. Trust, 338 U.S. at 314-15, 70 S.Ct. at 133, 94 L.Ed. 107.

Manufacturers Trust stands for the proposition that where there is "no component of unfair dealing or bad faith," fiduciaries may recover beyond their personal financial exposure on fairly purchased corporate notes. Id. Thus, a fiduciary does not need to show a potential personal financial loss in order to enforce a valid and fairly obtained contractual right that is adverse to the firm. See In re Philadelphia & W. Ry. Co., 64 F.Supp. 738, 739 (E.D.Pa.1946) ("[T]he relationship has never been held to deny a director the right to purchase outstanding corporate obligations at a discount and enforce them against the company for their full amount. . . ."); In re McCrory Stores Corp., 12 F.Supp. 267, 269 (D.C.N.Y.1935) ("Under ordinary conditions a director may purchase claims against his corporation at a discount and enforce them for their full amount." (citing Seymour v. Spring Forest Cemetery Assoc., 144 N.Y. 333, 39 N.E. 365 (1895) and Glenwood Mfg. Co. v. Syme, 109 Wis. 355, 85 N.W. 432 *1106 (1901))); William M. Moore Const. Co. v. U.S. Fid. & Guarantee Co., 293 N.Y. 119, 56 N.E.2d 74 (N.Y.1944) (holding that the "purchase of the judgment against the subcontractor by an officer thereof for less than face [value] and its enforcement for its full amount is permissible"); FLETCHER CYCLOPEDIA CORPORATIONS § 869 (2006) ("[T]he general rule is that directors or other corporate officers may purchase, and enforce, claims against their corporation, at their face value, notwithstanding they were bought at a discount. . . .").

Thus, a fiduciary may enforce validly obtained legal rights against his or her firm, even if that transaction results in a profit for the fiduciary at the firm's expense. In the present case, Clancy contracted in both the JRLP Partnership Agreement and the Op-Center Joint Venture Agreement regarding an intellectual property right, namely, control over the use and exploitation of "Tom Clancy's Op-Center." He now seeks to enforce that contracted-for-right, just as the director in Storetrax.com sought to enforce his contract for a severance package. The rationale for reserving such a right is obvious. Clancy is a commercially successful and highly-franchised artist. It is perfectly legitimate and rational for such an artist to seek to retain creative control over a project which bears his or her name, regardless of the degree of artistic contribution he or she actually contributes to the endeavor.^[24]

The fact that Clancy validly reserved the right to control the use and exploitation of the Op-Center project does not end the inquiry. According to the terms of the JRLP Partnership Agreement and contract law generally, Clancy must exercise his discretion in good faith. Section 5.5E of the JRLP Partnership Agreement states that "[Clancy and King] shall at all times act in good faith and exercise due diligence in all activities relating to the conduct of the business of the Partnership."

Even if the contract did not contain this general good faith term, Maryland contract law implies such an obligation. See Maryland Code (1975, 2007 Repl. Vol.), Corporations & Associations Article, § 9A-103(b)(5) (noting that the partnership agreement may not "[e]liminate the obligation of good faith and fair dealing"); id. § 9A-404(d) ("A partner shall discharge the duties to the partnership and other partners under this title or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing."); Julian v. Christopher, 320 Md. 1, 9, 575 A.2d 735, 739 (1990) ("`[T]here exists an implied covenant [in a contract] that each of the parties thereto will act in good faith and deal fairly with the others.'" (quoting Food Fair v. Blumberg, 234 Md. 521, 534, 200 A.2d 166, 174 (1964))); Port E. Transfer, Inc. v. Liberty Mut. Ins. Co., 330 Md. 376, 385, 624 A.2d 520, 524 (1993) ("Even when the parties are silent on the issue, the law will impose an implied promise of good faith."); Automatic Laundry Serv., Inc. v. Demas, 216 Md. 544, 551, 141 A.2d 497, 501 (1958) (holding that a party to a contract could not, in good faith, "render valueless" *1107 the contract by "permitting . . . destructive competition"); Chodos v. West Publ'g Co., 292 F.3d 992, 997 (9th Cir.2002) ("The covenant of good faith `finds particular application in situations where one party is invested with a discretionary power affecting the rights of another.'" (quoting Carma Developers (Cal.) v. Marathon Dev. Cal., Inc., 2 Cal.4th 342, 6 Cal.Rptr.2d 467, 826 P.2d 710, 726 (1992))); Gold, supra, at 126 (noting that the "contractual duty of good faith . . . is especially important" where partners have contracted away fiduciary duties).

In Della Ratta, 382 Md. at 558, 856 A.2d at 646, the general partner in a limited partnership announced that, as permitted in the partnership agreement, he would be requiring capital contributions from the limited partners in order pay off an outstanding loan. Several of the limited partners opposed the capital call because the general partner had not made any distributions of profits, and the capital call represented a financial hardship. Della Ratta, 382 Md. at 561, 856 A.2d at 647. They exercised their statutory right to withdraw from the limited partnership. The general partner responded by accelerating the due date of the capital call to antedate the withdrawal. Della Ratta,