D. Maryland. Future Field Solutions, LLC v. Action (2026)

Case details
Full caption
D. Maryland. FUTURE FIELD SOLUTIONS, LLC v. ERIK VAN NORSTRAND Civil Action
Country
United States
Jurisdiction
Maryland (MD)
Court
Supreme Court of Maryland
Decided
2026
Disposition
Motion Denied
Majority
Chasanow (Justice)
FUTURE FIELD SOLUTIONS, LLC, et al. v. ERIK VAN NORSTRAND, Slip Copy (2026) © 2026 Thomson Reuters. No claim to original U.S. Government Works.12026 WL 183522Only the Westlaw citation is currently available.United States District Court, D. Maryland.FUTURE FIELD SOLUTIONS, LLC, et al.v.ERIK VAN NORSTRANDCivil Action No. DKC 23-1301|01/23/2026Attorneys and Law FirmsFuture Field Solutions, LLC, Pro Se.Clyde Elbert Findley, Pro Hac Vice, Rachael C. Haley, ProHac Vice, Seth Charles Berenzweig, Berenzweig LeonardLLP, McLean, VA, for Future Field Solutions, LLC.Joyce A. Kuhns, Offit Kurman, Timonium, MD, Clyde ElbertFindley, Pro Hac Vice, Rachael C. Haley, Pro Hac Vice, SethCharles Berenzweig, Berenzweig Leonard LLP, McLean, VA,Harold M. Walter, Offit Kurman, Columbia, MD, for JamesC. Brent Sr.Harold M. Walter, Offit Kurman, Columbia, MD, Rachael C.Haley, Pro Hac Vice, Seth Charles Berenzweig, BerenzweigLeonard LLP, McLean, VA, for Steven Reese.Clyde Elbert Findley, Pro Hac Vice, Rachael C. Haley, ProHac Vice, Seth Charles Berenzweig, Berenzweig LeonardLLP, McLean, VA, Harold M. Walter, Offit Kurman,Columbia, MD, for Brian Tunson.C. Edward Hartman III, Hartman, Attorneys at Law,Annapolis, MD, for Erik Van Norstrand.DEBORAH K. CHASANOW, United States District JudgeMEMORANDUM OPINION*1 Presently pending and ready for resolution in this caseinvolving a limited liability company (“LLC”) membershipwithdrawal dispute are: (1) a motion to keep sealed andredact exhibits filed by Counterclaim Plaintiff Erik VanNorstrand (“Mr. Van Norstrand”), (ECF No. 171); (2)a motion for summary judgment filed by Third-PartyDefendant PeriArchon, LLC (“PeriArchon”), (ECF No.235); (3) a motion to enforce stipulation of dismissal filedby Counterclaim Defendants James C. Brent, Sr. (“Mr.Brent”), Steven Reese (“Mr. Reese”), and Brian Tunson(“Mr. Tunson”) (collectively, “Counterclaim Defendants”),(ECF No. 236); (4) a motion for summary judgment filedby Counterclaim Defendants, (ECF No. 237); (5) a motionto strike Counterclaim Defendants’ motion for summaryjudgment filed by Mr. Van Norstrand, (ECF No. 241); (6) amotion for summary judgment filed by Mr. Van Norstrand,(ECF No. 247); (7) a motion to preclude consideration ofnew arguments raised in Mr. Van Norstrand's reply filed byCounterclaim Defendants, (ECF No. 273); (8) a request foran order to show cause why sanctions should not be imposedfiled by Counterclaim Defendants, (ECF No. 273); and (9) amotion for leave to file sur-reply filed by Mr. Van Norstrand,(ECF No. 276).1 The issues have been briefed, and the courtnow rules, no hearing being deemed necessary. Local Rule105.6. For the following reasons, the motion to keep sealedand redact exhibits will be granted in part and denied in part,the motion for summary judgment filed by PeriArchon willbe granted, the motion to enforce the stipulation of dismissalfiled by Counterclaim Defendants will be granted, the motionfor summary judgment filed by Counterclaim Defendants willbe granted in part and denied in part, the motion to strikeCounterclaim Defendants’ motion for summary judgmentfiled by Mr. Van Norstrand will be denied, the motion forsummary judgment filed by Mr. Van Norstrand will be denied,the motion to preclude consideration of new arguments filedby Counterclaim Defendants will be granted, the request for ashow-cause order regarding sanctions filed by CounterclaimDefendants will be denied without prejudice, and the motionfor leave to file sur-reply filed by Mr. Van Norstrand will bedenied.I. BackgroundA. Factual Background2The factual background of Mr. Van Norstrand's involuntarywithdrawal from Future Field Solutions, LLC (“FutureField”) and the disputed web domains is set out in fullin a prior opinion. (ECF No. 145, at 2–5). In short,Future Field was a government contracting company thatperformed software engineering and cybersecurity work forU.S. government defense and intelligence agencies. (ECF No.238-1 78). This case stems from a dispute over CounterclaimDefendants’ March 2022 removal of Mr. Van Norstrandfrom Future Field due to “incompetence,” pursuant to theOperating Agreement (“OA”). (See ECF No. 145, at 2–3).
FUTURE FIELD SOLUTIONS, LLC, et al. v. ERIK VAN NORSTRAND, Slip Copy (2026) © 2026 Thomson Reuters. No claim to original U.S. Government Works.2They cited Mr. Van Norstrand's supposed failure to adhereto standard business practices along with federal rules andregulations. (See id. at 3). At the time, Mr. Van Norstrandheld a 12.25% ownership share of Future Field. (Id.).Counterclaim Defendants paid Mr. Van Norstrand $24,513for his 12.25% share, pursuant to a valuation provided by theaccounting firm Lebson & Associates. (ECF No. 133 126;ECF No. 151 126).3*2 After Counterclaim Defendants removed Mr. VanNorstrand, he locked them out of the futurefieldsolutions.comdomain name, and they locked him out of the Google accountassociated with that domain name (“Google WorkspaceAccount”). (ECF No. 145, at 5). Mr. Van Norstrand states thathe originally created the Google Workspace Account in late2010 or early 2011. (ECF No. 133 39). He stored more thanten years’ worth of personal emails, photos, and documentswithin the Google Workspace Account. (ECF Nos. 238-1 26; 247, at 32). When the latest iteration of Future Field wasformed in 2020, Counterclaim Defendants and Future Fieldusedthe Google Workspace Account for Future Field business.(ECF Nos. 133 ¶¶ 1, 39; 238-1 11). Mr. Van Norstrandcreated email accounts within the Google WorkspaceAccount for Mr. Brent and Mr. Reese. (ECF No. 145, at 4).Mr. Brent, Mr. Reese, and Mr. Van Norstrand all had equaladministrative rights over the Google Workspace Account.(ECF Nos. 238-1 16; 252-2, at 311–15). In 2021, Mr.Van Norstrand led the migration of data from the GoogleWorkspace Account to Future Field's Microsoft Office 365Account(“Microsoft365 Account”). (ECF Nos. 238-1 23; 252-2, at279– 81).He alleges that Counterclaim Defendants’ action of lockinghim out deprived him of access to that personal data. (ECFNo. 133 8). He further alleges that Counterclaim Defendants“mined” that data to provide answers to interrogatories heserved upon them. (Id. 98). While reviewing the informationin the Google Workspace Account, Counterclaim Defendantslocated versions of Mr. Van Norstrand's resume. (Id. 99;ECF No. 238, at 106). Counterclaim Defendants determinedthat the representations in Mr. Van Norstrand's resume relatedto his work experience were fraudulent and notified therecipients of those representations, including contractors andgovernment agencies for which Future Field worked. (ECFNos. 133 ¶¶ 101, 104; 238, at 106; 247-9). Mr. Van Norstranddisputes that these representations were fraudulent. (ECFNos. 133 ¶¶ 101–03; 247, at 8–9). Mr. Van Norstrand wasinvestigated, and his security clearance was at least partiallyrevoked. (ECF Nos. 133 107; 238-1 ¶¶ 90–105; 252-2, at65; 256-2, at 8–9).Meanwhile, after Mr. Van Norstrand locked CounterclaimDefendants out of the futurefieldsolutions.com domain,Counterclaim Defendants were unable to assure the controlover the futurefieldsolutions.com domain necessary tooperate as a government contractor performing cybersecuritywork. (ECF Nos. 238-1 ¶¶ 79–86; 256-1, at 24). Future Fieldreported to the relevant government agencies that it had lostcontrol over its web domain, (ECF Nos. 238-1 84; 247-8, at1–2); it could not pursue new contracts as a result, (ECF No.238-1 ¶¶ 89, 105). Future Field then released its employees.(Id. 105).In November 2022, Counterclaim Defendants purchasedPeriArchon for approximately $25,000. (ECF No. 247-3).Mr. Brent was listed as the resident agent and its principalplace of business was Mr. Brent's home address. (ECF Nos.133 142; 151 142). Around March 2023, one of FutureField's significant contractors, Lockheed Martin, terminatedits contract with Future Field and then issued a contract toPeriArchon. (See ECF Nos. 247-2, at 1; 247-4; 265-1, at 78).B. The Parties File SuitCounterclaim Defendants initiated this action by filing acomplaint in the Circuit Court for Howard County, (ECF No.5), and Mr. Van Norstrand timely removed to this court onMay 17, 2023, (ECF No. 1). On June 28, 2023, CounterclaimDefendants filed a second amended complaint asserting thefollowing claims: (1) requesting declaratory judgment thatMr. Van Norstrand has been involuntarily withdrawn fromFuture Field (Count I); (2) judicial dissolution (Count II); (3)intentional interference with a contractual relationship (CountIII); (4) intentional interference with a business relationship(Count IV); (5) violation of the Computer Fraud and AbuseAct (“CFAA”), 18 U.S.C. § 1030; and (6) declaratoryjudgment of ownership of company property (Count VI).(ECF No. 34).*3 On December 27, 2023, Mr. Van Norstrand fileda Second Amended Counterclaim (against CounterclaimDefendants) and Third-Party Complaint (against PeriArchon)(“Counterclaim” or “Third-Party Complaint”), which assertsthe following claims: (1) requesting declaratory judgmentthat Mr. Van Norstrand was improperly withdrawn fromFuture Field, the amendment effectuating his withdrawal
FUTURE FIELD SOLUTIONS, LLC, et al. v. ERIK VAN NORSTRAND, Slip Copy (2026) © 2026 Thomson Reuters. No claim to original U.S. Government Works.3was invalid and unenforceable, and PeriArchon is FutureField's alter ego (Count I); (2) breach of contract (CountII); (3) breach of duty of loyalty (Count III); (4) breach offiduciary duty (Count IV); (5) violation of the Maryland WagePayment and Collection Law (“MWPCL”), Md. Code Ann.,Lab. & Empl. §§ 3-501 to -509 (Count V); (6) request foraccounting (Count VI); (7) wrongful termination (Count VII);(8) indemnification (Count VIII); (9) gross negligence and/orwillful misconduct (Count IX); (10) violation of the StoredCommunications Act (“SCA”), 18 U.S.C. §§ 2701–2713(Count X); (11) violation of the CFAA, 18 U.S.C. § 1030(Count XI); (12) conversion (Count XII); (13) invasion ofprivacy (Count XIII); (14) defamation (Count XIV); (15)fraud (Count XV); (16) tortious interference with contractsand business expectancies (Count XVI); (17) civil conspiracy(Count XVII); and(18) request for injunctive relief (Count XVIII). (ECF No.133). On October 23, 2023, the parties stipulated to thedismissal of Counts XIV and XVI, except the portion of CountXVI to be asserted against PeriArchon would remain. (ECFNo. 88).4C. August 2024 Partial Summary JudgmentCounterclaim Defendants and Mr. Van Norstrand filed partialmotions for summary judgment on which the court ruledin its August 2, 2024, memorandum opinion. The courtdetermined that Mr. Van Norstrand had been improperlywithdrawn from Future Field and declared that Mr. VanNorstrand remained a member of Future Field. (ECF No.145, at 36). Accordingly, the court denied CounterclaimDefendants’ motion for summary judgment on Count I oftheir Complaint and granted Mr. Van Norstrand's motion forsummary judgment on Count I of the Counterclaim. (Id. at37). The court granted Counterclaim Defendants’ request forjudicial dissolution in Count II of the Complaint. (Id. at 41).As to the remaining counts in the Complaint, the court grantedMr. Van Norstrand summary judgment on Counts III and V,(Id. at 52, 57), and denied him summary judgment on CountsIV and VI due to genuine disputes of material fact, (Id. at 52,59–60). Thus, the only remaining claims in the Complaint areCounts IV and VI.The court also denied Mr. Van Norstrand's partial motion forsummary judgment on the Counterclaim on Counts II-IV forfailure to demonstrate harm, (Id. at 44–45, 47), Counts X, XII,and XIII due to genuine disputes of material fact, (Id. at 64,66), and Count XVIII for failure to demonstrate irreparableharm, (Id. at 67–68). Accordingly, the court did not disposeentirely of any count in the Counterclaim, but Count I is nowlimited to the portion asserted against PeriArchon.Additionally, the court denied the joint motion ofCounterclaim Defendants and PeriArchon to dismiss theCounterclaim and Third-Party Complaint for lack of standing.(Id. at 69).The parties conducted limited additional discovery followingthe court's memorandum opinion, including an additionaldeposition of Mr. Van Norstrand on May 22, 2025.D. Post–Summary Judgment Factual BackgroundBecause the court ordered judicial dissolution of Future Field,Future Field was dissolved, and wind-up proceedings began.The court directed Counterclaim Defendants and Mr. VanNorstrand to wind up Future Field together in accordance withthe OA. (Id. at 41). Should the parties reach an impasse on anyissue, the court explained that “they may call upon the courtfor the purpose of winding up Future Field's affairs.” (Id. at42).*4 On December 9, 2024, Counterclaim Defendants helda meeting regarding the wind-up of Future Field to whichMr. Van Norstrand was invited but did not attend. (ECF Nos.234, at 1; 239, at 2; 246-1; 246-4, at 2; 249-1, at 3). At thatmeeting, Mr. Brent was appointed the wind-up member. (ECFNos. 246-4, at 2; 249-1, at 3). On December 11, a noticeof cancellation was sent out to all creditors, including Mr.Van Norstrand. (ECF Nos. 239-2, at 10; 246-3). CounterclaimDefendants held another wind-up meeting on December 27 towhich Mr. Van Norstrand was invited. (ECF Nos. 246-4, at4; 249-1, at 3). Mr. Van Norstrand again declined to attend,submitting a letter with various objections instead. (ECF Nos.246-4, at 4; 249-1). On January 17, 2025, Mr. Van Norstrand'scounsel represented to the court that the dissolution and wind-up were proceeding well. (ECF No. 209, at 13). On April5, 2025, Mr. Brent filed the Articles of Cancellation forFuture Field, and they became effective the same day. (ECFNo. 246-4, at 5, 15). Future Field had insufficient funds tosatisfy obligations to outside creditors and therefore made nodistributions to members. (Id. at 5–6, 17).E. Presently Pending MotionsNumerous motions are pending, the interrelation of whichrenders the briefing in this case rather complicated. Thehistory of each is as follows:
FUTURE FIELD SOLUTIONS, LLC, et al. v. ERIK VAN NORSTRAND, Slip Copy (2026) © 2026 Thomson Reuters. No claim to original U.S. Government Works.41. Motion to SealOn October 14, 2024, Mr. Van Norstrand filed a motion tokeep sealed and redact certain exhibits attached to his filingsregarding the parties’ motions to quash subpoenas. (ECF No.171). Counterclaim Defendants filed a partial opposition onOctober 28, 2024. (ECF No. 186). Mr. Van Norstrand filed areply on November 4, 2024. (ECF No. 187).2. PeriArchon's Motion for Summary JudgmentOn July 3, 2025, PeriArchon filed a motion for summaryjudgment on the counts asserted against it in the Third-Party Complaint. (ECF No. 235). On July 18, 2025, Mr. VanNorstrand filed a motion to strike PeriArchon's motion forsummary judgment, (ECF No. 241), which he then adopted onJuly 30, 2025, as his opposition, (ECF No. 248). PeriArchondid not file a reply.3. Counterclaim Defendants’ Motion to EnforceOn July 3, 2025, Counterclaim Defendants filed a motionto enforce the joint stipulation of dismissal with prejudiceof Counts XIV and XVI of the Counterclaim. (ECF No.236). Mr. Van Norstrand did not file a direct opposition.5On August 22, 2025, Counterclaim Defendants filed a reply.(ECF No. 263).4. Counterclaim Defendants’ Motion for SummaryJudgmentOn July 3, 2025, Counterclaim Defendants filed a motionfor summary judgment on all counts of the Counterclaim.(ECF No. 237). On July 18, 2025, Mr. Van Norstrand fileda motion to strike Counterclaim Defendants’ motion forsummary judgment, (ECF No. 241), which he then adopted onJuly 30, 2025, as his opposition, (ECF No. 248). On August22, 2025, Counterclaim Defendants filed a reply. (ECF No.263).5. Mr. Van Norstrand's Motion to StrikeOn July 18, 2025, Mr. Van Norstrand filed a motion to strikeCounterclaim Defendants’ motion for summary judgmentand PeriArchon's motion for summary judgment. (ECF No.241). On August 8, 2025, Counterclaim Defendants filedan opposition to the motion to strike, (ECF No. 250), andon August 11, 2025, PeriArchon filed an opposition to themotion to strike, (ECF No. 254). On August 15, 2025, Mr. VanNorstrand filed a combined reply to both oppositions. (ECFNo. 258). Because Mr. Van Norstrand raised new argumentsfor the first time in his reply, the court ordered CounterclaimDefendants and PeriArchon to file a sur-reply. (ECF No. 259).On September 3, 2025, Counterclaim Defendants filed a sur-reply. (ECF No. 267). On September 8, 2025, PeriArchonfiled a sur-reply. (ECF No. 269).6. Mr. Van Norstrand's Motion for Summary Judgment*5 On July 29, 2025, Mr. Van Norstrand filed a motionfor summary judgment on all counts of the Counterclaimand the Third-Party Complaint. (ECF No. 247). CounterclaimDefendants filed their opposition on August 22, 2025, (ECFNo. 263), and PeriArchon filed its opposition on September3, 2025, (ECF No. 266). Mr. Van Norstrand filed a reply toCounterclaim Defendants’ opposition on September 5, 2025,(ECF No. 268), and to PeriArchon's opposition on September17, 2025, (ECF No. 272).7. Counterclaim Defendants’ Motion to PrecludeConsideration of New ArgumentsIn light of the new arguments made in Mr. Van Norstrand'sreply in support of his motion for summary judgment,Counterclaim Defendants filed a motion to precludeconsideration of those arguments on September 25, 2025.(ECF No. 273). In the same motion, Counterclaim Defendantsrequested that the court issue an order to show cause why Mr.Van Norstrand and his counsel should not be sanctioned forallegedly using artificial intelligence to draft the reply. (Id.).On October 2, 2025, Mr. Van Norstrand filed an oppositionto Counterclaim Defendants’ motion to preclude and requestfor a show-cause order and made his own request for ashow-cause order as to why sanctions should not be imposedon Counterclaim Defendants for allegedly sending Mr. VanNorstrand malware in their discovery productions. (ECF No.274). On October 16, 2025, Counterclaim Defendants fileda reply to Mr. Van Norstrand's opposition and an oppositionto Mr. Van Norstrand's request for a show-cause order. (ECFNo. 275).8. Motion for Leave to File Sur-ReplyOn November 5, 2025, Mr. Van Norstrand filed a motion forleave to file sur-reply regarding Counterclaim Defendants’motion to preclude and request for a show-cause order. (ECFNo. 276). Counterclaim Defendants did not file a response inopposition.
FUTURE FIELD SOLUTIONS, LLC, et al. v. ERIK VAN NORSTRAND, Slip Copy (2026) © 2026 Thomson Reuters. No claim to original U.S. Government Works.5II. Motion to SealWhen considering motions to seal, courts in this circuit mustbalance the individual's privacy interest with the “qualifiedright of access to judicial documents and records filed in civiland criminal proceedings” of the press and the general public.Doe v. Pub. Citizen, 749 F.3d 246, 265 (4th Cir. 2014); seealso Rock v. McHugh, 819 F.Supp.2d 456, 475 (D.Md. 2011)(noting that certain sensitive personal information may besealed). As the Public Citizen court explained:When presented with a motion toseal, the law in this Circuit requiresa judicial officer to comply with thefollowing procedural requirements:(1) provide public notice of the sealingrequest and a reasonable opportunityfor the public to voice objections tothe motion; (2) consider less drasticalternatives to closure; and (3) ifit determines that full access is notnecessary, it must state its reasons—with specific findings—supportingclosure and its rejections of less drasticalternatives.Id. at 272 (citing In re Knight Publ'g Co., 743 F.2d 231, 234–35 (4th Cir. 1984)). Likewise, Local Rule 105.11 requiresthe party seeking sealing to provide “(a) proposed reasonssupported by specific factual representations to justify thesealing and (2) an explanation why alternatives to sealingwould not provide sufficient protection.”Mr. Van Norstrand asks the court to keep sealed an exhibitand redact an exhibit filed in support of his oppositionto Counterclaim Defendants’ motion to quash subpoena toGoogle, (ECF Nos. 75; 76), and to redact an exhibit filed insupport of his opposition to PeriArchon's motion to quashsubpoena and notice of deposition, (ECF No. 92).6*6 The exhibit Mr. Van Norstrand wishes to keep sealedis “a private email between Mr. Van Norstrand and his wife(then girlfriend) where they discuss very personal issuesabout their relationship.” (ECF No. 171, at 4). CounterclaimDefendants do not oppose Mr. Van Norstrand's motion asto this exhibit. (ECF No. 186, at 1). As to the personalemail, Mr. Van Norstrand has a strong privacy interest inkeeping it sealed. The email itself has no bearing on themerits because neither party disputes that Mr. Van Norstrandmaintained personal emails in the Google WorkspaceAccount. Moreover, the email involves a nonparty. Together,these factors considerably diminish the interest in publicaccess. Consequently, the privacy interests at stake heavilyoutweigh the interest in public access. The court will thereforegrant the motion to keep this exhibit sealed.The first exhibit he seeks to redact is an expert reportcontaining confidential business information. (ECF Nos. 76;171, at 5–6). Counterclaim Defendants do not oppose Mr.Van Norstrand's motion as to this exhibit either. (ECF No.186, at 1). Although Mr. Van Norstrand asserts generallythat the report contains “confidential, non-public businessinformation, financial information, and information regardingthe performance of government contracting activities,” (ECFNo. 171, at 5), the only information he apparently seeks toredact is an Amazon Web Services account number, (ECF No.171-1). Mr. Van Norstrand has already included this accountnumber in public filings, including his Counterclaim. (See,e.g., ECF No. 133 32). The court also included it in itsAugust 2024 summary judgment opinion, to no objection.(ECF No. 145, at 4). Because Mr. Van Norstrand has alreadymade the account number public knowledge, the court willdeny his motion to redact this exhibit.The second exhibit he seeks to redact is an excerpt from thedeposition of Mr. Reese that, like the expert report, contains“confidential, non-public business information, financialinformation, and information regarding the performance ofgovernment contracting activities.” (ECF No. 171, at 5; seealso ECF No. 92). Counterclaim Defendants oppose Mr. VanNorstrand's motion as to this exhibit “because the redactedinformation is already in the public record.” (ECF No. 186,at 1). Specifically, the redacted information consists of theidentities of two entities with which Future Field and/orPeriArchon have conducted business. (ECF No. 171-2, at 4–5; 186, at 2). Despite the redacted information being on thepublic record, “Mr. Van Norstrand still believes it is moreappropriate to redact, rather than publish, the governmentcontracting information.” (ECF No. 187 3). Any interest ofFuture Field in keeping this information private is negligiblegiven its dissolution and cancellation, and PeriArchon hasno demonstrated interest in keeping the information privatebecause it has not opined on the disputed redaction and all itsmembers since 2023 oppose redaction, (ECF No. 151 ¶¶ 143,
FUTURE FIELD SOLUTIONS, LLC, et al. v. ERIK VAN NORSTRAND, Slip Copy (2026) © 2026 Thomson Reuters. No claim to original U.S. Government Works.6145 (admitting that Mr. Reese, Mr. Tunson, and Mr. Brentowned andcontrolled PeriArchon since January 1, 2023, and averringthat Mr. Reese is the sole member of PeriArchon as of June 30,2024)). Mr. Van Norstrand has no separate privacy interest inthis information. Accordingly, the court will deny his motionto redact this exhibit.III. Motion to StrikeNext, it is necessary to address Mr. Van Norstrand's motionto strike the Counterclaim Defendants’ and PeriArchon'smotions for summary judgment. Mr. Van Norstrand movedon July 18 to strike both motions, (ECF No. 241), and forsanctions against Counterclaim Defendants and PeriArchon,(ECF No. 240), based primarily on their supposedly improperreliance on unproduced documents along with testimony fromMr. Van Norstrand's May 2025 deposition that purportedlyexceeded its proper scope.7 At the time he filed the motionto strike, Mr. Van Norstrand apparently contemplated filingan opposition to the two pending motions for summaryjudgment. (Id. at 10 (explaining that the alleged breach ofthe dismissal stipulation “will be more thoroughly discussedin response to [Counterclaim Defendants’] motion [forsummary judgment]”)). On July 29, the day his oppositionand cross-motion for summary judgment were due, Mr. VanNorstrand filed only his cross-motion. (ECF No. 247). Thenext day, July 30, he filed a notice that the court should treathis July 18 motion to strike as his opposition. (ECF No. 248).*7 A motion to strike under Fed.R.Civ.P. 12(f) is directedonly at pleadings, not dispositive motions. Fed.R.Civ.P. 12(f)(“The court may strike from a pleading an insufficientdefense or any redundant, immaterial, impertinent, orscandalous matter.” (emphasis added)). “A motion forsummary judgment is not a pleading and therefore is notsusceptible to a motion to strike.” CX Reins. Co. Ltd. v.Johnson, 325 F.R.D. 132, 135 (D.Md. 2018) (citing Bond v.ATSI/Jack. Job Corps Ctr., 811 F.Supp.2d 417, 421 (D.D.C.2011)). As Counterclaim Defendants correctly note, theproper way to challenge a motion for summary judgment is tofile an opposition contesting the legal arguments and evidenceon which the moving party relies. (ECF No. 250, at 15).Perhaps recognizing that Fed.R.Civ.P. 12(f) is aninappropriate basis for his motion to strike, Mr. VanNorstrand's motion appears instead to arise under Rule37 and Rule 56 and to target the exhibits on whichCounterclaim Defendants and PeriArchon rely. Fed.R.Civ.P.37(c)(1) provides that “[if] a party fails to provideinformation...as required by Rule 26(a) or (e), the party isnot allowed to use that information...to supply evidence ona motion.” Fed.R.Civ.P. 56(c)(4) requires that “[a]n affidavitor declaration used to support or oppose a motion must bemade on personal knowledge, set out facts that would beadmissible in evidence, and show that the affiant or declarantis competent to testify on the matters stated.” Mr. VanNorstrand's apparent theory is that after striking the specifiedevidence on which the motions for summary judgment rely,“the [m]otions are virtually nonexistent” and the court shouldstrike them in their entirety. (ECF No. 241-1, at 5).The evidence with which Mr. Van Norstrand takes issueis not improper in any way. He specifies (1) the updatedEric Cole expert report; (2) Mr. Reese's declaration; (3) Mr.Brent's declaration; (4) sixteen other allegedly unproduceddocuments; (5) testimony from Mr. Van Norstrand'sdeposition that allegedly exceeded the deposition's scope; and(6) the Joint Record Extract. Judge Coulson already deniedMr. Van Norstrand's sanctions motion premised on the sameallegations, (ECF No. 270); his analysis is readily applicableto Mr. Van Norstrand's motion to strike and obviates the needfor great detail here.8First, Mr. Van Norstrand challenges the Cole report on thebasis that it was not timely disclosed and “primarily relies oninformation that was not produced in discovery,” includingMr. Van Norstrand's May 2025 deposition testimony thatallegedly exceeded the scope of the deposition. (ECF No.241-1, at 5–6). The timeliness requirement Mr. Van Norstrandquotes itself makes clear that it applies to pretrial disclosures,not summary judgment exhibits. (Id. (quoting Fed.R.Civ.P.26(e)(2)); see also Fed.R.Civ.P. 26(e)(2) (“Any additionsor changes to [the expert report] must be disclosed by thetime the party's pretrial disclosures under Rule 26(a)(3) aredue.” (emphasis added)). As Counterclaim Defendants note,“pretrial disclosures are not yet due” because there was (andis) no trial date set. (ECF No. 250, at 36). Moreover, JudgeCoulson determined that Mr. Van Norstrand “has had thedocuments that support [the Cole report] since they werecreated in February and March of 2022.” (ECF No. 270,at 10). Judge Coulson also found that the questions in Mr.Van Norstrand's May 2025 deposition did not “exceed thepermitted scope of the deposition.” (Id. at 7). Therefore, Mr.Van Norstrand's effort to strike the Cole report, or any portionthereof, is baseless.
FUTURE FIELD SOLUTIONS, LLC, et al. v. ERIK VAN NORSTRAND, Slip Copy (2026) © 2026 Thomson Reuters. No claim to original U.S. Government Works.7*8 Second, Mr. Van Norstrand attacks Mr. Reese'sdeclaration as reliant on information withheld from Mr. VanNorstrand, renderingthe information “inadmissible.” (ECF No. 241-1, at 7).More specifically, he asserts that Mr. Reese conducted a“forensic analysis” of Mr. Van Norstrand's company laptop,then refused to provide the analysis and the laptop to Mr.Van Norstrand. (Id. at 7–8). As Judge Coulson explained,however, Mr. Van Norstrand has had access to the documentsunderpinning Mr. Reese's “forensic analysis” throughout theduration of this litigation. (ECF No. 270, at 10). JudgeCoulson further found that neither Counterclaim Defendantsnor PeriArchon “prevented access to the laptop so as to justifynow precluding information from the laptop.” (Id. at 14).Finally, Mr. Van Norstrand asserts that Mr. Reese violated hisprivacy rights by examining his laptop. (ECF No. 241-1, at7). The court disagrees for the reasons laid out in its analysisof Mr. Van Norstrand's invasion of privacy claim below.See infra section IV.C.7. Mr. Van Norstrand provides noother reason to deem Mr. Reese's declaration, or any portionthereof, inadmissible. Accordingly, the court will not strike it.Third, Mr. Van Norstrand argues that Mr. Brent's declaration“must be stricken” because it “focuses on information andevidence that was not produced during discovery.” (ECF No.241-1, at 8). As Judge Coulson explained, however, Mr. VanNorstrand “does not point to a discovery request...to whichthe information [in Mr. Brent's declaration] would have beenresponsive.” (ECF No. 270, at 10–11). Consequently, thecourt will not strike Mr. Brent's declaration.Fourth, Mr. Van Norstrand complains that CounterclaimDefendants and PeriArchon rely on sixteen documents“not produced during discovery.”9 (ECF No. 241-1, at9). After thorough briefing and careful analysis of thesedocuments,10 Judge Coulson concluded that they wereeither previously produced, accessible to Mr. Van Norstrand,or “necessary to rebut [Mr. Van Norstrand's] May 2025deposition testimony.” (ECF No. 270, at 11–12). Therefore,“any ‘late’ production was...justified.” (Id. at 12). There is noreason to strike any of the sixteen documents.Fifth, Mr. Van Norstrand contests reliance on portions ofhis May 2025 deposition testimony he argues exceeded thescope of the deposition. (ECF No. 241-1, at 10–11). JudgeCoulson already determined that Counterclaim Defendantsand PeriArchon did not exceed the scope of the May 2025deposition in their questioning of Mr. Van Norstrand. (ECFNo. 270, at 7). The court will not strike any portion of thedeposition.*9 Finally, Mr. Van Norstrand asserts that CounterclaimDefendants and PeriArchon failed to include him in thecreation of the “Joint Record Extract” in alleged violation ofthe court's June 18, 2025, order. (ECF No. 241-1, at 11). Inlight of this supposed infraction, Mr. Van Norstrand makesthe extraordinary request that the court “strike the entirety ofthe [m]otions, the ‘Joint Record Extract,’ and any referencesthereto.” (Id. at 13). This relief will be denied. CounterclaimDefendants and PeriArchon complied with the court's orderthat the parties “confer and file a single record extractcontaining the primary documents and depositions to whichall briefs refer.” (ECF No. 233). At the beginning of theirmotion for summary judgment, Counterclaim Defendantsstate that “a Joint Record Extract will be filed with thelast brief in the cross-motion sequence.” (ECF No. 238,at 23 (emphasis added)). They “created a shell document,compiled documents they referred to in their motion intoa draft JRE and sent that draft...to Van Norstrand's counselfor his additions.” (ECF No. 250, at 10). They reasonablyadopted the procedure in Fed.R.App.P. 30, (Id. at 10–11), andtheir plan to have each party add to the Joint Record Extractthroughout the briefing sequence was clear. As they correctlynote, Mr. VanNorstrand's proper recourse if he was confused was to reachout to them to clarify, not to file a motion for sanctions anda motion to strike the entirety of their summary judgmentmotion. (Id. at 11).In short, there is no evidence to strike from the motionsof Counterclaim Defendants and PeriArchon for summaryjudgment, nor will the motions themselves be stricken. Mr.Van Norstrand chose to use his motion to strike as hisopposition to the motions for summary judgment. (ECFNo. 248). Although this decision came a day after Mr. VanNorstrand's opposition was due, the court will excuse thedelay. The motion to strike, however, offers little utility to Mr.Van Norstrand as an opposition. Its premises are unfounded,as explained above, and it otherwise fails to respond to thesubstantive arguments made in the motions for summaryjudgment. That said, Mr. Van Norstrand did file his cross-motion for summary judgment on time, which does contestthe substantive arguments in Counterclaim Defendants’ andPeriArchon's motions for summary judgment. The court willtherefore treat Mr. Van Norstrand's motion for summaryjudgment as his opposition to Counterclaim Defendants’ andPeriArchon's motions for summary judgment.
FUTURE FIELD SOLUTIONS, LLC, et al. v. ERIK VAN NORSTRAND, Slip Copy (2026) © 2026 Thomson Reuters. No claim to original U.S. Government Works.8IV. Motions for Summary JudgmentA. Standard of ReviewSummary judgment is appropriate under Fed.R.Civ.P. 56(a)when there is no genuine dispute as to any material fact, andthe moving party is entitled to judgment as a matter of law.11A fact is material if it “might affect the outcome of the suitunder the governing law.” Libertarian Party of Va. v. Judd,718 F.3d 308, 313 (4th Cir. 2013) (quoting Henry v. Purnell,652 F.3d 524, 548 (4th Cir. 2011) (Shedd, J., dissenting)). Adispute about a material fact is genuine “if the evidence is suchthat a reasonable jury could return a verdict for the nonmovingparty.” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248(1986). When evaluating a motion for summary judgment, the“judge's function is not himself to weigh the evidence anddetermine the truth of the matter but to determine whetherthere is a genuine issue for trial.” Id. at 249. Accordingly, “thejudge must ask himself not whether he thinks the evidenceunmistakably favors one side or the other but whether a fair-minded jury could return a verdict for the [nonmoving party]on the evidence presented.” Id. at 252.When considering cross-motions for summary judgment,“the court must review each motion separately on its ownmerits ‘to determine whether either of the parties deservesjudgment as a matter of law.’ ” Rossignol v. Voorhaar, 316F.3d 516, 523 (4th Cir. 2003) (quoting Philip Morris Inc. v.Harshbarger, 122 F.3d 58, 62 n.4 (1st Cir. 1997)). In doingso, it “must take care to ‘resolve all factual disputes and anycompeting, rational inferences in the light most favorable’to the party opposing that motion.” Id. (quoting Wightmanv. Springfield Terminal Ry. Co., 100 F.3d 228, 230 (1st Cir.1996)). Importantly, the “mere existence of a scintilla ofevidence in support of the [nonmoving party's] position willbe insufficient” to defeat summary judgment. Anderson, 477U.S. at 252.*10 A “party cannot create a genuine dispute of materialfact through mere speculation or compilation of inferences.”Chung Shin v. Shalala, 166 F.Supp.2d 373, 375 (D.Md. 2001)(citing Deans v. CSX Transp., Inc., 152 F.3d 326, 330–31(4th Cir. 1998); Beale v. Hardy, 769 F.2d 213, 214 (4th Cir.1985)). The court has an affirmative obligation to preventfactually unsupported claims and defenses from going to trial.See Drewitt v. Pratt, 999 F.2d 774, 778–79 (4th Cir. 1993)(quoting Felty v. Graves-Humphreys Co., 818 F.2d 1126, 1128(4th Cir. 1987)).Additionally, PeriArchon's and Mr. Van Norstrand's motionsfor summary judgment concern requests for declaratoryjudgment. The Declaratory Judgment Act requires a genuine,justiciable controversy for a declaratory judgment action toproceed. See Brooks v. Cousins, 527 F.2d 472, 473 (4thCir. 1975) (per curiam) (“[T]he parties must have adverseinterests of sufficient immediacy and reality to warrant theissuance of a declaratory judgment.” (citation modified));Aetna Life Ins. Co. of Hartford v. Haworth, 300 U.S. 227,242 (1937) (explaining that the dispute underlying the requestfor declaratory judgment must “call[ ], not for an advisoryopinion upon a hypothetical basis, but for an adjudication ofpresent right upon established facts”). If a party is entitled toa declaratory judgment, the court must issue one, regardlessof which side prevails and even if it is adverse to the partyrequesting it. See Md. Physician's Edge, LLC v. Behram, No.17-cv-2756-DKC, 2019 WL 4573417,at *9 (D.Md. Sep. 20, 2019).B. PeriArchonPeriArchon moves for summary judgment against Mr. VanNorstrand on Counts I, VI, and XVI of the Third-PartyComplaint. Mr. Van Norstrand cross-moves for summaryjudgment against PeriArchon on those same counts andattempts to move for summary judgment on CountsIII and IV. As will be discussed, PeriArchon will begranted summary judgment against Mr. Van Norstrand onCounts I, VI, and XVI, and Mr. Van Norstrand will be deniedsummary judgment against PeriArchon on Counts I, III, IV,VI, and XVI.1. Count I: Declaratory JudgmentPeriArchon and Mr. Van Norstrand cross-move for summaryjudgment on Count I of the Third-Party Complaint, seekinga declaration regarding whether PeriArchon is the alter egoof Future Field. In other words, Mr. Van Norstrand wishesto pierce the veil of Future Field to reach the assets ofPeriArchon. The record evidence and applicable law makeclear that PeriArchon is not the alter ego of Future Field andis therefore entitled to summary judgment.
FUTURE FIELD SOLUTIONS, LLC, et al. v. ERIK VAN NORSTRAND, Slip Copy (2026) © 2026 Thomson Reuters. No claim to original U.S. Government Works.9Under traditional veil piercing doctrine in Maryland, “thecourts will, in a proper case, disregard the corporate entity anddeal with substance rather than form, as though a corporationdid not exist, [although] shareholders generally are not heldindividually liable for debts or obligations of a corporationexcept where it is necessary to prevent fraud or enforce aparamount equity.” Bart Arconti & Sons, Inc. v. Ames-Ennis,Inc., 275 Md. 295, 310 (1975) (citation modified). There arethree circumstances in which a court will pierce the corporateveil:First. Where the corporation is used as a mere shield for theperpetration of a fraud, the courts will disregard the fictionof separate corporate entity.*11 Second. The courts may consider a corporationas unencumbered by the fiction of corporate entity anddeal with the substance rather than form as though thecorporation did not exist, in order to prevent evasion oflegal obligations.Third. Where the stockholders themselves, or a parentcorporation owning the stock of a subsidiary corporation,fail to observe the corporate entity, operating the businessor dealing with the corporation's property as if it were theirown, the courts will also disregard the corporate entity forthe protection of third persons.Hildreth v. Tidewater Equip. Co., 378 Md. 724, 734 (2003)(quoting Herbert Brune, Maryland Corporation Law &Practice § 371 (1953)). The same rules that govern piercingthe corporate veil also govern piercing the LLC veil. SeeSerio v. Baystate Props., LLC, 209 Md.App. 545, 558–59(2013). “Courts have described as ‘herculean’ the challengefacing a party seeking to pierce the corporate veil on thesegrounds.” Timilon Corp. v. Empowerment Just. Ctr. Corp.,738 F.Supp.3d 669, 687 (D.Md. 2024) (quoting CoastalSpray Foaming, LLC v. Reynolds Home Sols., Inc., No. 17-cv-00701-JMC, 2017 WL 2242666, at *2 (D.Md. May 23,2017)).The third basis for piercing the corporate veil, where thestockholder fails to observe the corporate form, is “sometimescalled the ‘alter ego’ doctrine.” Hildreth, 378 Md. at 735.Courts often consider five factors when determining whethera corporate entity is a mere alter ego of the stockholder:“(1) whether the corporation is inadequately capitalized, failsto observe corporate formalities, fails to issue stock or paydividends, or operates without a profit, (2) whether there iscommingling of corporate and personal assets, (3) whetherthere are non-functioning officers or directors, (4) whetherthe corporation is insolvent at the time of the transaction, and(5) the absence of corporate records.” Id. at 735–36 (citing 1William Meade Fletcher, Fletcher Cyclopedia of the Law ofCorporations § 41.30 (1999)).Mr. Van Norstrand argues that PeriArchon is the alter ego ofFuture Field because both entities shared the same address,Counterclaim Defendants were owners of both entities,12and Lockheed Martin issued a contract to PeriArchonimmediately after cancelling its contract with Future Field.(ECF No. 247, at 17). In other words, he asserts that thetwo entities have common ownership and, at different times,had a common asset. Consequently, he seeks a declarationthat “[PeriArchon] is liable for any profits, business, andobligations that should belong to Future Field Solutions andowed to [Mr. Van Norstrand] upon entryof judgment.” (ECF No. 133, at 30). PeriArchon asserts, onthe contrary, that it is not the alter ego of Future Field becauseLockheed Martin is the only client the two entities had incommon, and even then they had “entirely separate contracts”with Lockheed Martin, not a single, transferred contract.(ECF No. 235-4, at 4). Moreover, the business shift fromFuture Field to PeriArchon was due not to a desire to harmMr. Van Norstrand, but rather a result of the repercussionsof Mr. Van Norstrand's “dishonest statements and negativeinteractions with clients of [Future Field]” on Future Field'sbusiness prospects. (Id.).*12 Neither party appears to grasp, at least initially, whatMr. Van Norstrand is in fact trying to accomplish. As statedin Mr. Van Norstrand's Third-Party Complaint, he seeks tohold PeriArchon liable for the obligations of Future Fieldthat would be owed to Mr. Van Norstrand upon entry ofjudgment. From this formulation it is quite clear that Mr.Van Norstrand wished to pierce the corporate veil of FutureField to reach the assets of PeriArchon. Instead, PeriArchonand Mr. Van Norstrand often seem to focus their disputeon whether to pierce the corporate veil of PeriArchon,which would be nonsensical in the context of this casebecause PeriArchon holds the principal asset. (ECF Nos.235-4, at 4 (“[PeriArchon]...is not a mere shield for theperpetration of fraud[.]”); 247, at 18 (“The corporate form[of PeriArchon] was abused to perpetrate a wrong and shouldbe disregarded.”)). Even construing the parties’ arguments asdirected at piercing the corporate veil of Future Field, Mr.Van Norstrand encounters one insurmountable hurdle. Thealter ego doctrine allows a party to disregard the corporate
FUTURE FIELD SOLUTIONS, LLC, et al. v. ERIK VAN NORSTRAND, Slip Copy (2026) © 2026 Thomson Reuters. No claim to original U.S. Government Works.10form and reach the assets of “the stockholders themselves,or a parent corporation owning the stock of a subsidiarycorporation.” Hildreth, 378 Md. at 734 (quoting Brune,Maryland Corporation Law & Practice § 371). PeriArchonowns no share of Future Field. (See ECF Nos. 133 ¶¶ 11–15; 151, ¶¶ 11–15; 252-3, at 189–90). It is not an ownerof Future Field in any sense. Accordingly, traditional veilpiercing, which is vertical in concept, is inapplicable.Instead, as PeriArchon belatedly notes in its opposition to Mr.Van Norstrand's cross-motion, Mr. Van Norstrand in essenceseeks horizontal veil piercing, or what some courts havecalled triangular veil piercing. (ECF No. 266, at 5); NursingHome Consultants, Inc. v. Quantum Health Servs., Inc., 926F.Supp. 835, 840 n.12 (E.D.Ark. 1996) (“[T]he ‘triangularpiercing’ theory allows for liability between corporationsthat are not stockholders of each other.”); see also Dill v.Rembrandt Grp., Inc., 2020 COA 69, 23 (Colo. App.2020) (labeling the mechanism “horizontal veil piercing”);Mortimer v. McCool, 667 Pa. 134, 175 (Pa. 2021) (labeling themechanism “triangular piercing”). Horizontal veil piercingas it has been recognized generally consists of three steps.First, the two entities horizontally situated must be sisterentities, meaning they share common ownership. Dill, 33 (citing Black's Law Dictionary 418 (10th ed. 2014)).Second, the plaintiff must pierce the veil between the debtorsister entity and the common owner. Third, the plaintiffmust reverse pierce the veil between the common owner andthe targeted sister entity. Id. at 35 (“[A] plaintiff seekingto disregard the corporate formalities separating horizontalaffiliates must first pierce the veils separating each entity fromthe shared corporate parent.” (collecting cases)); Mortimer,667 Pa. at 171 (explaining that enterprise liability, anotherterm for horizontal liability, “must run up from the debtorcorporation to the common owner, and from there down to thetargeted sister corporation(s)”); Nursing Home Consultants,926 F.Supp. at 840 n.12 (“Conceptually, a triangular pierceresults from a sequential application of the traditionalpiercing doctrine and the ‘reverse piercing’ doctrine[.]”). Thiscomplex, multistep process gives rise to the characterizationof horizontal veil piercing as triangular. It appears at leasteleven states permit some form of horizontal veil piercing.See Mortimer, 667 Pa. at 163, 176 (observing that ten otherstates recognize some form of horizontal liability and thendeclining to prohibit it in Pennsylvania). PeriArchon andFuture Field have some overlapping common ownership, butnot the parent-subsidiary, sister-entity relationship that thedoctrine requires. Moreover, Maryland does not recognizehorizontal veil piercing. Mr. Van Norstrand has not pointedthe court to any case indicating Maryland does recognize thedoctrine, and the court is unaware of any.13 Thus, horizontalveil piercing cannot save Mr. Van Norstrand's argument.*13 Finally, Mr. Van Norstrand makes a late-breakingsuccessor liability argument, which likewise fails. At nopoint in the Counterclaim does Mr. Van Norstrand assert thatPeriArchon is Future Field's successor, nor does he seek adeclaration to that effect. (See ECF No. 133, at 29–30). Hementions in passing in his motion for summary judgment that“PeriArchon LLC is the alter ego and successor of [FutureField],” but he does not specifically develop the successorliability argument there. (ECF No. 247, at 18 (emphasisadded)). Then, in his reply brief on his motion for summaryjudgment against Counterclaim Defendants (not PeriArchon),Mr. Van Norstrand offers a full-fledged successor liabilityargument (and relegates his veil piercing argument to anargument “in the alternative”).14 (ECF No. 268, at 12,15–16). A party may not use his motion for summaryjudgment, much less his reply brief in a different briefingsequence against a different party, to amend his pleading.S. Walk at Broadlands Homeowner's Ass'n v. OpenBand atBroadlands, LLC, 713 F.3d 175, 184 (4th Cir. 2013) (“It iswell-established that parties cannot amend their complaintsthrough briefing[.]”). The court will therefore not consider thesuccessor liability argument.That being said, Mr. Van Norstrand's attempt to shoehorn asuccessor liability theory into his alter ego declaration requestis not as unusual as Counterclaim Defendants and PeriArchonsuggest. It is certainly possible that a successor entity is alsothe alter ego of its predecessor. 1 William Meade Fletcher,Fletcher Cyclopedia of the Law of Corporations § 48(2025) (“While conceptually distinct, the results of ananalysis of successor liability and disregard of the separateentities of two corporations may be the same. Whether asuccessor company is an alter-ego of a former corporationis a question of fact.”). It is not necessarily true, however,that a successor is an alter ego. See Howard Johnson Co. v.Detroit Loc. Joint Exec. Bd., 417 U.S. 249, 259 n.5 (1974)(“[T]his is not a case where the successor corporation isthe ‘alter ego’ of the predecessor, where it is ‘merely adisguised continuance of the old employer.’ ” (citationmodified)). Under Maryland law, alter ego status andsuccessor status comprise two different legal standards andshould be analyzed separately. Compare Hildreth, 378 Md.at 734–36 (describing the standard for determining alter ego
FUTURE FIELD SOLUTIONS, LLC, et al. v. ERIK VAN NORSTRAND, Slip Copy (2026) © 2026 Thomson Reuters. No claim to original U.S. Government Works.11status), with Balt. Luggage Co. v. Holtzman, 80 Md.App.282, 290–99 (1989)(describing the standard for determining successorstatus).15Whereas alter ego status depends on control,successor status depends on similarity. As between twoindividuals or entities, absence of control does not precludesuccessor status, and absence of similarity does not precludealter ego status. Because alter ego status is plainly distinctfrom successor status, the court will not read Mr. VanNorstrand's Third-Party Complaint and motions to request adeclaration of successor status.16*14 PeriArchon's motion for summary judgment against Mr.Van Norstrand on Count I of the Third-Party Complaint isgranted, and Mr. Van Norstrand's cross-motion for summaryjudgment is denied. The court declares that PeriArchon is notthe alter ego of Future Field.2. Counts III and IV: Breach of Duty of Loyalty andFiduciary DutyMr. Van Norstrand attempts to move for summary judgmenton Counts III and IV of the Third-Party Complaint againstPeriArchon, seeking damages for breach of duty of loyaltyand fiduciary duty. (ECF No. 247, at 25). As explained above,“parties cannot amend their complaints through briefing.” S.Walk at Broadlands, 713 F.3d at 184. PeriArchon correctlyobjects because Mr. Van Norstrand did not name PeriArchonin the list of Defendants against whom he was asserting theseclaims. (ECF No. 133, at 34 (“Van Norstrand respectfullyrequests that this Court...enter a judgment [for breach of dutyof loyalty] against Counterclaim Defendants [Future Field],Reese, Brent, and Tunson[.]”); id. at 36 (“Van Norstrandrespectfully requests that this Court...enter a judgment [forbreach of fiduciary duty] againstCounterclaim Defendants [Future Field], Reese, Brent, andTunson[.]”)). In its answer, PeriArchon clearly stated itsunderstanding that it was not subject to these claims. (ECFNo. 153 ¶¶ 178–92 (repeating its understanding that “theallegations contained in [these counts] of the Third-PartyClaim are not directed at [PeriArchon] and, therefore, noresponse is required”)). Mr. Van Norstrand's motion forsummary judgment against PeriArchon for breach of duty ofloyalty and breach offiduciary duty therefore constitutes an improper attempt toamend his Third-Party Complaint.17Mr. Van Norstrand's motion for summary judgment againstPeriArchon on Counts III and IV is improper and denied.3. Count VI: AccountingPeriArchon and Mr. Van Norstrand cross-move for summaryjudgment on Count VI of the Third-Party Complaint, in whichMr. Van Norstrand seeks an accounting from PeriArchon ofits business activity since 2022. (ECF No. 133, at 39–40).PeriArchon's argument prevails.It is well established now under Maryland law that anaccounting is not a cause of action but rather a remedy. Alts.Unlimited, Inc. v. New Balt. City Bd. of Sch. Comm'rs, 155Md.App. 415, 507 (2004). Even as a remedy, accounting hasfallen out of fashion. As the Appellate Court of Marylandhas explained, the “function of an equitable accounting hasbeen rendered obsolete by the modern rules of discovery.”Id. at 511. Mr. Van Norstrand had his opportunity to receivediscovery from PeriArchon. On January 8, 2025, PeriArchonproduced the requested financial records. (ECF Nos. 197-2;247-5). At the January 17, 2025, telephone conference, Mr.Van Norstrand's counsel represented to the court: “We don'tneed any more discovery, and we are prepared to moveforward to the dispositive motion and trial phase.” (ECF No.209, at 13). There is no reason now to provide Mr. VanNorstrand another bite at the apple.*15 The court will grant PeriArchon's motion for summaryjudgment on Count VI and deny Mr. Van Norstrand's cross-motion for summary judgment.4. Count XVI: Tortious Interference with Contracts andBusiness ExpectanciesPeriArchon and Mr. Van Norstrand cross-move for summaryjudgment on Count XVI of the Third-Party Complaint, inwhich Mr. Van Norstrand seeks damages from PeriArchonfor tortious interference with contracts and businessexpectancies. (ECF No. 133 ¶¶ 296–307). Although theparties dispute whether Count XVI of the Counterclaimis dismissed as against Counterclaim Defendants, no partydisputes that Count XVI of the Third-Party Complaintremains viable as against PeriArchon.The claims of tortious interference with contract andtortious interference with business expectancies are similar,distinguished primarily by the presence or absence of anexisting contract. There are five elements of a claim oftortious interference with contract: “(1) existence of a contract
FUTURE FIELD SOLUTIONS, LLC, et al. v. ERIK VAN NORSTRAND, Slip Copy (2026) © 2026 Thomson Reuters. No claim to original U.S. Government Works.12between plaintiff and a third party; (2) defendant's knowledgeof thecontract; (3) defendant's intentional interference with thatcontract; (4) breach of that contract by the third party; and (5)resulting damages to the plaintiff.” Sensormatic Sec. Corp. v.Sensormatic Elecs. Corp., No. 02-cv-1565-DKC, 2007 WL9782461, at *3 (D.Md. Sep. 17, 2007) (quoting Fowler v.Printers II, Inc., 89 Md.App. 448, 466 (1991)). The broaderclaim of tortious interference with business expectancies hasfour required elements: “(1) intentional and willful acts; (2)calculated to cause damage to the plaintiffs in their lawfulbusiness; (3) done with the unlawful purpose to cause suchdamage and loss, without right or justifiable cause on thepart of the defendants (which constitutes malice); and (4)actual damage and loss resulting.” Spengler v. Sears, Roebuck& Co., 163 Md.App. 220, 242 (2005) (quoting Bagwell v.Peninsula Reg'l Med. Ctr., 106 Md.App. 470,504 (1995)).Mr. Van Norstrand cannot establish standing to pursue theseclaims against PeriArchon. “Only parties to the contractor economic relationship have standing to bring a tortiousinterference claim; third-parties who are affected by thewrongful interference may not recover unless they areintended beneficiaries of the relationship or contract.” BaronFin. Corp. v. Natanzon, 471 F.Supp.2d 535, 540 (D.Md.2006) (citing, inter alia, Restatement (Second) of Torts §766 cmt. p). Accordingly, “a shareholder or member of acorporation or LLC may not recover for tortious interferenceof the business or contract of the corporation or LLC.” Id.(citing, inter alia, First Com. Bank, N.A. v. Walker, 333Ark. 100, 109 (1998)). Here, Mr. Van Norstrand identifiesonly Future Field contracts and business relationships withwhich PeriArchon allegedly interfered. (ECF No. 133 306 (“Counterclaim Defendants and [PeriArchon] wrongfullyinterfered with [Future Field's] business expectancies andcontracts by operating and controlling a directly competitiveentity and diverting business opportunities to this entity,[PeriArchon].”) (emphasis added)). PeriArchon highlightsthis fatal deficiency in its motion for summary judgment,(ECF No. 235-4, at 7), and Mr. Van Norstrand fails to offerany explanation in his motion for summary judgment or replyregarding his standing to sue. As a result, Mr. Van Norstrand isnot the proper party to bring these tortious interference claims.*16 The only other avenue to bring these claims wouldbe as a derivative suit. See Md. Code Ann., Corps. &Ass'ns § 4A-801; Bender v. Schwartz, 172 Md.App. 648, 665(2007) (“[T]he derivative form of action permits an individualshareholder or a group of shareholders to bring ‘suit to enforcea corporate cause of action against officers, directors, andthird parties,’ where those in control of the company refuseto assert a claim belonging to it.” (second emphasis added)(quoting Kamen v. Kemper Fin. Servs., Inc., 500 U.S. 90, 108–09 (1991))). Mr. Van Norstrand, however, has not assertedthese claims derivatively. In fact, PeriArchon raises the notionof a derivative suit in its motion for summary judgment, (ECFNo. 235-4, at 7–8), but Mr. Van Norstrand never substantivelyaddresses it. Consequently, the court will not entertain theseclaims as derivative in nature.PeriArchon is entitled to summary judgment on Mr.Van Norstrand's tortious interference claims, and Mr. VanNorstrand's cross-motion for summary judgment will bedenied.C. Counterclaim DefendantsCounterclaim Defendants and Mr. Van Norstrand seeksummary judgment on Counts II–XVIII of the Counterclaim,Count I having been resolved in the August 2024 opinion.As will be discussed, summary judgment will be denied toboth parties on Count II. The court will grant CounterclaimDefendants’ motion to enforce the stipulation of dismissalwith prejudice of Counts XIV and XVI and deny the parties’motions for summary judgment on these counts as moot.Counterclaim Defendants are entitled to summary judgmenton Counts III–XIII, XV, and XVII–XVIII.1. Count II: Breach of ContractIn Count II, Mr. Van Norstrand asserts a claim for breachof contract premised on Counterclaim Defendants’ improperwithdrawal of him from Future Field in March 2022. (ECFNo. 133 ¶¶ 176–77).“To prevail in an action for breach of contract, a plaintiffmust prove that the defendant owed the plaintiff a contractualobligation and that the defendant breached that obligation.”Taylor v. NationsBank, N.A., 365 Md. 166, 175 (2001) (citingContinental Masonry Co. v. Verdel Constr. Co., 279 Md. 476,480 (1977)). “[U]pon proof of liability, the non-breachingparty may recover damages for 1) the losses proximatelycaused by the breach, 2) that were reasonably foreseeable, and3) that have been proven with reasonable certainty.” AdcorIndus., Inc. v. Beretta U.S.A. Corp., 250 Md.App. 135, 154(2021) (quoting Hoang v. Hewitt Ave. Assocs., LLC, 177Md.App. 562, 594 (2007)).
FUTURE FIELD SOLUTIONS, LLC, et al. v. ERIK VAN NORSTRAND, Slip Copy (2026) © 2026 Thomson Reuters. No claim to original U.S. Government Works.13This court held in its August 2024 opinion that “[b]ecause[Mr. Van Norstrand] was improperly withdrawn from FutureField, the Amendment [effectuating his withdrawal], whichlacks [Mr. Van Norstrand's] signature, is invalid and violativeof the Operating Agreement.” (ECF No. 145, at 43–44).In other words, Mr. Van Norstrand potentially satisfied theelements of contractual obligation and breach. Regardingdamages, the court continued that “[t]he only harm [Mr. VanNorstrand] asserts arises from thebreach of the Operating Agreement's Valuation of InterestProvision,” which requires a “fair market value appraisalof all [Future Field] assets...conducted by an independentaccounting firm agreed to by all Members.” (Id. at 44 (quotingECF Nos. 55-2, at 10; 111-1, at 64)). Mr. Van Norstrandcontends that Counterclaim Defendants retained an appraiser,Lebson & Associates, without his agreement, and they wiredMr. Van Norstrand $24,513 for his membership interest. (ECFNo. 133 ¶¶ 119, 126).18Mr. Van Norstrand alleges that heunsuccessfully tried to return the money. (Id. 127). Because“the record [did not] contain any evidence regarding thevaluation of [Mr. Van Norstrand's] membership interest,” thecourt denied him summary judgment at that time. (ECF No.145, at 44–45). The court noted that the parties had retaineda neutral expert, Ron Stramberg, whose report on Mr. VanNorstrand's valuation interest had not been completed at thetime of his motion for summary judgment. (Id. at 44 & n.15).*17 Mr. Van Norstrand now moves for summary judgmenton Count II because Mr. Stramberg's report is completeand values Mr. Van Norstrand's membership interest at thetime of his removal at $75,000. (ECF Nos. 247, at 20;247-19, at 3).19 Mr. Van Norstrand contends that the nearly$50,487 shortfall suffices to prove damages, entitling himto summary judgment.20 Counterclaim Defendants’ onlyargument related to Count II is a brief assertion that thebreach of contract claim is moot because the court ruledthat he never ceased being a member. (ECF No. 238, at22). They further develop this argument when discussing thefraud claim, explaining that Mr. Van Norstrand did retainhis membership interest, but that it was ultimately worthlessbecause there were no assets remaining for distributions tomembers following the waterfall provision of the OA duringthe wind-up. (See id. at 75). The necessary implication of thisargument is that Mr. Van Norstrand's inability to recoup hismembership interest at any point before and during the wind-up is not causally linked to the chain of events initiated byCounterclaim Defendants’ improper withdrawal of Mr. VanNorstrand. On the other hand, Mr. Van Norstrand argues thatthe improper withdrawal did cause his inability to recoup hismembership interest.The claim in Count II of the Counterclaim concludes that Mr.“Van Norstrand has been wrongfully deprived of his rightsas a member of [Future Field], the fair market value of hismember interests in [Future Field], and the full amount of hisretained earnings from 2021, in addition to his compensationand draws.” (ECF No. 133 177). He requests compensatorydamages in the amount of the fair market value of his memberinterests, his retained earnings, his unpaid compensation anddraws, as well as “such other and further relief” as deemedproper. (Id. at 32). The breach that was found occurred in2022 and his reinstatement did not occur until 2025. Thecurrent record clearly does not establish, as a matter of law,the possible damages arising from the time he was improperlykept from membership. Multiple genuine disputes of materialfact remain on this damages question, and the court declines torule on the preliminary question of liability. See Fed.R.Civ.P.56(g) (granting courts discretion whether or not to decidesubsidiary issues when it does not grant all requested relief).Some of the disputes are as follows. Mr. Van Norstrand'sexpert, Michael Smigocki, raises several issues in his expertreport with the valuation method used by Mr. Stramberg. Hequestions why a promised second appraisal as of December31, 2022, which was indicated in the engagement letter, wasnot performed, explaining that this would have been themore appropriate appraisal date were Mr. Van Norstrand'swithdrawal deemed improper. (ECF No. 247-7, at 52). It isunclear whether the engagement letter is in the record. Inrelation to Mr. Stramberg's valuation as of March 22, 2022, hefurther questions the use of an allegedly insider transaction asa benchmark, the methodology Mr. Stramberg used, the valuemultiple Mr. Stramberg used, and the consideration of eventsthat occurred after Mr. Van Norstrand's withdrawal. (Id. at 52–65). Given that paragraph 38 of the OA renders the agreed-upon expert's valuation binding, (ECF No. 252-3, at 179), Mr.Stramberg's critiques cannot create a dispute of material fact.The allegation that a second promised appraisal was neverconducted, however, does raise concerns as to whether theentirety of the binding appraisal is before the court.Mr. Van Norstrand further requests roughly $333,860 heargues were due to him beyond the value of his membershipinterest. (ECF No. 247, at 20–21). He relies on Mr.Smigocki's expert report to reach this figure. Although Mr.Van Norstrand's description of what this number entails
FUTURE FIELD SOLUTIONS, LLC, et al. v. ERIK VAN NORSTRAND, Slip Copy (2026) © 2026 Thomson Reuters. No claim to original U.S. Government Works.14is somewhat confused, Mr. Smigocki's analysis is clearer.First, that number accounts for the equalization of Mr.Reese's, Mr. Brent's, and Mr. Tunson's 2022 draws, amountingto $38,173.7321 in equalized distributions to Mr. VanNorstrand. (ECF No. 247-7, at 50–51). Second, it includesa $15,000 annual 401(k) accrual payment for 2022 that Mr.Van Norstrand contends was owed him because it was paidto Mr. Reese, Mr. Brent, and Mr. Tunson. (Id. at 49, 50–51). Third, it includes the $58,607.28 adjusted capital accountbalance that Mr. Smigocki calculates Mr. Van Norstrandwould have retained at the end of 2022. (Id. at 50–51).Fourth, it accounts for the disputed January 2022 agreementthat each member was entitled to a $200,000 per yeardraw. (Id. at 49–50; see ECF No. 263, at 95). Consideringthis, Mr. Smigocki calculates $222,079 owed to Mr. VanNorstrand in monthly $16,666 draws between March 2022and April 2023, discounting the amount drawn by Mr. VanNorstrand prior to his withdrawal in late March 2022. (ECFNo. 247-7, at 49, 50–51). Counterclaim Defendants do notrespond to these damages requests in their briefing, apartfrom vigorously contesting the existence of the $200,000per year draw agreement. (See ECF No. 263, at 95). Mr.Van Norstrand's failure to provide evidence of this agreementprecludes summary judgment on this request. Moreover, Mr.Smigocki's support rests on various assumptions, such as theneed to remove litigation expenses from the calculation ofthe capital account balances, (ECF No. 247-7, at 50), that thecourt is unprepared to accept without adversarial proceedings.*18 The court will deny both parties’ motions for summaryjudgment.2. Counts III and IV: Breach of Duty of Loyalty andFiduciary DutyIn Count III of the Counterclaim, Mr. Van Norstrand allegesthat Counterclaim Defendants breached their duty of loyaltyto (1) “act in the best interests of [Future Field], whichincludes an obligation not to terminate a valuable employee,such as Van Norstrand, for personal reasons”; (2) “not placetheir personal interests ahead of those of [Future Field],which includes an obligation not to steal the retained earningsor net profits of other members”; (3) “operate [FutureField] in accordance with the provisions of the OperatingAgreement”; (4) “pay members and employees, includingVan Norstrand, in a manner consistent with applicable law”;(5) “make distributions to members in proportion to themembers’ ownership interests and/or pursuant to the terms ofthe Operating Agreement and/or pursuant to the terms theyagreed relating to 65% of their billables”; (6) “not...makedecisions regarding distributions solely for certain members’benefit to the detriment of others”; (7) “not...waste [FutureField's] value, such as but not limited to failing to protectand secure existing and expected contracts”; and (8) “notcompete, carry on, or participate in, a similar business to thebusiness of [Future Field], within any market regions thatwere established or contemplated by [Future Field].” (ECFNo. 133 182).In Count IV of the Counterclaim, Mr. Van Norstrandfurther alleges that Counterclaim Defendants breached theirfiduciary duty to Future Field and himself to “performtheir management duties with due care and in the bestinterests of [Future Field]” by (1) “running [Future Field]for their personal benefit instead of for the benefit of allof the members”; (2) “terminating the employment of oneof [Future Field's] most valuable employees, Van Norstrand,so that they would have more leverage against him inbuyout negotiations”; (3) “threatening to liquidate [FutureField] if Van Norstrand did not agree to sell his shares at adiscount”; and (4) “creating an entity within [Future Field's]market region that is a similar business as [Future Field]and diverting [Future Field] assets and resources into theirnew company, [PeriArchon], in wrongful competition with[Future Field].” (Id. ¶¶ 187–91).Both parties move for summary judgment on Counts III andIV. Maryland law “recognizes an independent cause of actionfor breach of fiduciary duty.” Plank v. Cherneski, 469 Md.548, 559 (2020). To prevail on a claim for a breach of dutyof loyalty22 or a breach of fiduciary duty, a plaintiff mustshow “(1) the existence of a fiduciary relationship; (2) breachof the duty owed by the fiduciary to the beneficiary; and (3)harm to the beneficiary.” Id. When such a claim is broughtin a direct action, a plaintiff may seek only equitable relief.Eastland Food Corp. v. Mekhaya, 486 Md. 1, 36 (2023). Incontrast, when such a claim is brought in a derivative actionon behalf of a corporate entity, compensatory damages arealso available. See id. at 37. To sustain a direct, rather thanderivative, claim under Maryland law, an LLC member mustshow that he “has suffered ‘an injury that is separate anddistinct from any injury suffered either directly by the [LLC]or indirectly by the [member] because of the injury to the[LLC].’ ” Id. at 38 (quoting Oliveira v. Sugarman, 451 Md.208, 240 (2017)); see Md. Code Ann., Corps. & Ass'ns §4A-801(a) (noting that the right of an LLC member to bringa derivative
FUTURE FIELD SOLUTIONS, LLC, et al. v. ERIK VAN NORSTRAND, Slip Copy (2026) © 2026 Thomson Reuters. No claim to original U.S. Government Works.15*19 action on behalf of the LLC is coextensive with the rightof a stockholder to bring a derivative action on behalf of thecorporation).To begin, this court previously determined that CounterclaimDefendants “breached their duty to [Mr. Van Norstrand]by[ ]...improperly withdrawing him in violation of theOperating Agreement.” (ECF No. 145, at 47). The courtdeclined to grant Mr. Van Norstrand summary judgment,however, because he had not yet demonstrated that thebreach had caused him any harm. (Id.). Separately, the courtdid declare that Counterclaim Defendants had improperlywithdrawn Mr. Van Norstrand and that Mr. Van Norstrandremained a member of Future Field. (See id. at 36–37).Now, Counterclaim Defendants argue that Eastland barsMr. Van Norstrand's breach of fiduciary duty and duty ofloyalty claims because he seeks compensatory damages ratherthan equitable relief, (ECF No. 238, at 89–91), a questionnot before the court in its previous opinion. CounterclaimDefendants are correct that Mr. Van Norstrand cannotrecover compensatory damages for the improper withdrawalbreach.23 Eastland, 486 Md. at 36. Even ifhe could receive equitable relief for this breach, which hedoes not in fact appear to seek, he has already receivedthe equitable relief to which he would be entitled—namely,rescission of the improper withdrawal. Accordingly, Mr. VanNorstrand's motion for summary judgment on this breach willbe denied as moot. See SAS Inst., Inc. v. World ProgrammingLtd., 874 F.3d 370, 389 (4th Cir. 2017) (“A claim ismoot...when ‘there is no effective relief available in federalcourt that [the plaintiff] has not already received.’ ” (alterationin original) (quoting Friedman's, Inc. v. Dunlap, 290 F.3d 191,197 (4th Cir. 2002))).The other alleged breaches in Counts III and IV similarlyfail. Eastland squarely forecloses Mr. Van Norstrand's directclaims for breach of duty of loyalty and fiduciary duty to theextent they directly seek damages. In his prayer for relief forthese claims in Counts III and IV, Mr. Van Norstrand seeksthe following relief: “(1)...award[ ] compensatory damagesto Van Norstrand in an amount in excess of $100,000 pluspunitive damages, as well as statutory pre-judgment andpost-judgment interest the specific amount to be determinedat trial; (2) award Van Norstrand punitive damages; (3)award Van Norstrand's reasonable attorneys’ fees, costs, andexpenses...; and (4) provide such other and further relief asthis Court may deem just and proper.” (ECF No. 133, at34, 36). In other words, Mr. Van Norstrand principally seekscompensatory damages, precisely what Eastland bars. (Seeid.); Eastland, 486 Md. at 36.*20 Whether Counts III and IV present any direct claims forequitable relief is a separate question. Mr. Van Norstrand, firstaddressing Eastland in his reply, acknowledges Eastland’sholding and then inexplicably asserts that “Count III of theCounterclaims principally seeks...equitable relief.” (ECF No.268, at 26). Although Mr. Van Norstrand raises the prospectof equitable relief in his motion for summary judgment, (ECFNo. 247, at 24–25), and again in his reply, (ECF No. 268,at 23, 26–27), he cannot plausibly contend that equitablerelief was his principal aim in Counts III and IV. Instead, theonly possible source for these requests is his general prayerfor relief at the end of each count, in which he asks for“such other and further relief as this Court may deem justand proper.” (ECF No. 133, at 34, 36). Such general prayersfor relief can support later equitable remedies, even whennot specifically pleaded at the outset. See Nirala v. Dhali,No. 18-cv-03330-PX, 2020 WL 1929435, at *6 (D.Md. Apr.21, 2020) (citing Boucher v. Shomber, 65 Md.App. 470, 478(1985); Terry v. Terry, 50 Md.App. 53, 60 (1981); Falise v.Falise, 63 Md.App. 574, 582 (1985)).Mr. Van Norstrand, however, fails to propose an equitableremedy for which he has a direct claim.24 The equitableremedies Mr. Van Norstrand does propose in his papersall relate to injuries not particular to him. In his motionfor summary judgment, he requests disgorgement and aconstructive trust on the profits of the Lockheed Martincontract he alleges Counterclaim Defendants transferred fromFuture Field to PeriArchon, along with an accounting ofFuture Field and PeriArchon, and a permanent injunctionagainst diversion and dissipation of Future Field assets.(ECF No. 247, at 24–25). He makes similar requests in hisreply. (ECF No. 268, at 23, 25–26). These requests relateto duties owed to Mr. Van Norstrand and Future Fieldthat Counterclaim Defendants purportedly breached. Mr. VanNorstrand does not show how any transfer or diversion ofassets from Future Field to PeriArchon, or any failure tosecure contracts for Future Field, causes Mr. Van Norstranda “separate and distinct” injury from that suffered by FutureField. Eastland, 486 Md. at 38 (quoting Oliveira, 451 Md. at240). Accordingly, he cannot bring these claims for equitablerelief in a direct action; rather, they may only be assertedderivatively.Finally, the court must consider whether Mr. Van Norstrandhas asserted any claims in Counts III and IV derivatively.
FUTURE FIELD SOLUTIONS, LLC, et al. v. ERIK VAN NORSTRAND, Slip Copy (2026) © 2026 Thomson Reuters. No claim to original U.S. Government Works.16In a derivative suit, “[t]he corporation is the real party ininterest, and the shareholder is only a nominal plaintiff. Thesubstantive claim belongs to the corporation.” Werbowsky v.Collomb, 362 Md.581, 599–600 (2001) (quoting 13 William Meade Fletcher,Fletcher Cyclopedia of the Law of Corporations § 5941.10(1995)). Derivative claims in federal court require thatthe plaintiff satisfy numerous pleading requirementsand procedural hurdles. See Fed.R.Civ.P. 23.1. The onlyindication in the Counterclaim that Mr. Van Norstrandis bringing any claim derivatively is a demand futilityparagraph in Count III: “Because Counterclaim DefendantsReese, Brent and Tunson have complete control over[Future Field] and because Van Norstrand could facepersonal liability for the above-referenced breaches of duty,any corporate demand should be excused as futile.” (ECFNo. 133 185). Mr.*21 Van Norstrand does not develop the derivativeallegations any further, apart from a passing mention in hisreply that he “pleads [compensatory damages] derivatively inthe alternative.” (ECF No. 268, at 26). Mr. Van Norstrand failsto meet the demanding requirements of Rule 23.1 to bring aderivative claim. The only requirement he expressly attemptsto satisfy, demand (or futility thereof), still falls short ofRule 23.1’s requirement that demand futility be “state[d] withparticularity.” Fed.R.Civ.P. 23.1(b)(3) (emphasis added). Mr.Van Norstrand's single conclusory paragraph is insufficient.By failing to satisfy Rule 23.1 at any stage in this proceeding,Mr. Van Norstrand cannot assert any claim in Count III or IVderivatively.In short, Counterclaim Defendants are entitled to summaryjudgment on Counts III and IV because, as a matter of law,Mr. Van Norstrand has not established any direct claim againstthem for equitable relief, nor has he met the requirements ofRule 23.1 to assert any claim against them derivatively.3. Counts V, VI, VII, and VIII: MWPCL, Accounting,Wrongful Termination, and IndemnificationAs will be discussed, Counts V, VI, VII, and VIIIare all properly asserted, if at all, against Future Field,not Counterclaim Defendants. Nevertheless, both Mr. VanNorstrand and Counterclaim Defendants move for summaryjudgment on these four counts.In Count V, Mr. Van Norstrand alleges that “[Future Field]failed to make all payments due to [him]” under the MWPCL.(ECF No. 133 197). The only employer Mr. Van Norstrandnames in Count V is Future Field. (Id. 195 (“[Future Field]was an employer pursuant to § 3-501 of the MWPCL.)).The party against whom a count is asserted must be named insome form in the count. Brummell v. Talbot Cnty. Bd. of Educ.,No. 22-cv-1601-RDB, 2023 WL 7282896, at *7 (D.Md. Nov.3, 2023) (holding that a count is not “in effect” against a partyif that party is not named in the count); Tanksley v. Rose,No. 19-cv-229, 2020 WL 89692, at *4 n.6 (E.D.Va. Jan. 7,2020) (declining to construe a count as asserted against a partywhen that party was not named in the count). CounterclaimDefendants are not named or mentioned in any capacity inCount V, only Future Field is. (See ECF No. 133, at 36–37).Mr. Van Norstrand only attempts to assert Count V againstCounterclaim Defendants in his papers. As is becoming afamiliar refrain in this case, however, “parties cannot amendtheir complaints through briefing.” S. Walk at Broadlands,713 F.3d at 184. Mr. Van Norstrand appears to recognize thedeficiency in his claim, stating in his reply that the court“can conform the pleadings or allow amendment.” (ECF No.268, at 31). Mr. Van Norstrand has made no proper motionto that effect, so the court will not consider his request. SeeCozzarelli v. Inspire Pharms. Inc., 549 F.3d 618, 630–31(4th Cir. 2008).25 Accordingly, the court will not construeMr. Van Norstrand's MWPCL claim in Count V as assertedagainst Counterclaim Defendants, in addition to Future Field.Even if Count V were properly asserted against CounterclaimDefendants, however, Mr. Van Norstrand fails to show thatthey were his “employer” under the MWPCL. As Mr. VanNorstrand notes in passing in his motion for summaryjudgment, Maryland courts apply the “economic reality” testto determine whether “[a] corporate officer or person with anownership interest in an employing company is consideredan ‘employer’ ” under the MWPCL. (ECF No. 247, at 25-26(quoting Swain v. Paramount Glob. Inc., No. 24-cv-458-SAG, 2024 WL 3555114, at *5 (D.Md. July 25, 2024))).The economic reality test considers four factors: “(1) whetherthe individual had the power to hire and fire employees; (2)whether the individual supervised and controlled employeework schedules or conditions of employment; (3) whetherthe individual determined the rate and method of pay; and(4) whether the individual maintained employment recordsof the employee.” Swain, 2024 WL 3555114, at *5 (citingCampusano v. Lusitano Constr. LLC, 208 Md.App. 29, 39-40(2012)). Mr. Van Norstrand applies these factors to the factsof his employment only in his reply, (ECF No. 268, at 29-30),which in itself is troubling because Counterclaim Defendants
FUTURE FIELD SOLUTIONS, LLC, et al. v. ERIK VAN NORSTRAND, Slip Copy (2026) © 2026 Thomson Reuters. No claim to original U.S. Government Works.17had no meaningful opportunity to respond to his contentions.Accordingly, the court will look only to Mr. Van Norstrand'smotion for summary judgment. There, Mr. Van Norstrandappears to discuss only the third factor regarding rate andmethod of pay. He fails to point to any evidence in the recordthat Counterclaim Defendants controlled rate and method ofpay. The OA does not contain a method of determining pay,and Mr. Van Norstrand acknowledged in his deposition thereis no “formal signed document” regarding compensation.(ECF No. 252-2, at 136). In his deposition, he asserted thatthere were “Excel spreadsheets[,] . ..e-mails, [and] Team'smessages” showing the agreement, but blamed his lack ofproof on Counterclaim Defendants’ failure to produce themduring discovery. (Id.). Mr. Van Norstrand and his counselhad the opportunity in discovery to compel the production ofany withheld documents necessary to his case; they cannotnow escape their decision not to do so. Because Mr. VanNorstrand bears the burden of proof on this issue at trial andfails to point to any evidence supporting the one factor of theeconomic reality test he discusses, Counterclaim Defendantswould be entitled to summary judgment had this claim beenasserted against them. Celotex Corp. v. Catrett, 477 U.S. 317,322–23 (1986). Thus, to avoid any question arising later,summary judgment will be granted in favor of CounterclaimDefendants.*22 Count VI, in which Mr. Van Norstrand seeksan accounting of Future Field transactions and memberdistributions, suffers from the same fundamental deficiencyas Count V: It is not asserted against CounterclaimDefendants. In fact, Mr. Van Norstrand makes the additionalclarification, bolded and underlined, that Count VI is asserted“[a]gainst Counterclaim Defendant [Future Field] and ThirdParty Defendant [PeriArchon].” For the same reason asCount V, Counterclaim Defendants will be granted summaryjudgment on Count VI.Even if it were properly requested from CounterclaimDefendants, an accounting is a remedy, not a cause of action,nor is it a remedy that Maryland courts have generally grantedin recent years because modern discovery has supplantedthe role of an accounting. See Alts. Unlimited, 155 Md.App.at 507-11.26Moreover, there is little evidence that Mr. VanNorstrand requiresthis remedy. Mr. Van Norstrand and his counsel frequentlycomplain that Counterclaim Defendants have not producednumerous documents during discovery. The docket is devoidof a motion to compel the production of any of theseallegedly withheld documents. The time has come and goneto do so. In his reply, Mr. Van Norstrand unjustifiablyrefocuses his accounting request on what he alleges wasan improper wind-up of Future Field. The dissolution andwind-up happened during the pendency of this litigation andwhile additional discovery remained possible. As the wind-upwas proceeding, however, Mr. Van Norstrand's counsel notedthat the “dissolution[ ]...sounds like [it is] proceeding fairlywell,” and even though Mr. Van Norstrand was missing “somevery important tax information,” he did not “need any morediscovery.” (ECF No. 209, at 13). Mr. Van Norstrand's belatedrequest for an accounting from Counterclaim Defendants isdenied.Count VII, a claim of wrongful termination, likewise isasserted against only Future Field. Mr. Van Norstrand statesin his Counterclaim that “[Future Field] terminated VanNorstrand” wrongfully and requests that the court “enter ajudgment against [Future Field].” (ECF No. 133, at 40). Aswith the previous two counts, the court will not construeCount VII as asserted against Counterclaim Defendants.Mr. Van Norstrand would not be entitled to summaryjudgment even if Count VII were properly pleaded againstCounterclaim Defendants. Wrongful termination is a narrowexception to the rule of at-will employment; an employeemust show: “(1) that the employee was discharged; (2) that thebasis of the discharge violated some clear mandate of publicpolicy; and (3) that there is a nexus between the employee'sconduct and the employer's decision to fire the employee.”Symeonidis v. Paxton Capital Grp., Inc., 220 F.Supp.2d478, 483 (D.Md. 2002). Mr. Van Norstrand's one possiblepublic policy argument is that Counterclaim Defendantsterminated him in retaliation for Mr. Van Norstrand hiringcounsel. Such an argument still fails.27 As CounterclaimDefendants observe, the then-Maryland Court of Appealsrejected the argument that termination because the employeeconsulted counsel violates a clear mandate of public policy.See Porterfield v. Mascari II, Inc., 374 Md. 402, 434 (2003).Consequently, Mr. Van Norstrand cannot establish a requiredelement of his claim, entitling Counterclaim Defendants tosummary judgment, even if this claim had been assertedagainst them.*23 Finally, Mr. Van Norstrand pursues a claim forindemnification in Count VIII, but an indemnification claimis proper only against Future Field, not CounterclaimDefendants. Section 59 of the Future Field OA provides that“[a]ll Members will be indemnified and held harmless by
FUTURE FIELD SOLUTIONS, LLC, et al. v. ERIK VAN NORSTRAND, Slip Copy (2026) © 2026 Thomson Reuters. No claim to original U.S. Government Works.18[Future Field] from and against any and all claims of anynature, whatsoever, arising out of a Member's participationin [Future Field] affairs.” (ECF No. 252-3, at 183). It wasunclear whether Mr. Van Norstrand asserted this claim againstCounterclaim Defendants, but his reply puts any confusionto rest. There, he states: “The [Counterclaim Defendants]concede OA § 59 ‘provides for indemnification only by[Future Field] the Company’ and not against individualmembers— precisely how Van Norstrand pleads CountVIII.” (ECF No. 268, at 39). Although Mr. Van Norstrand'scharacterization of Counterclaim Defendants’ argument as aconcession makes little sense, his clarification that this Countis not asserted against Counterclaim Defendants is enough.Again, to avoid any future question, the court will grantCounterclaim Defendants summary judgment on Count VIII.4. Count IX: Gross NegligenceIn Count IX, Mr. Van Norstrand asserts a claim for grossnegligence against Counterclaim Defendants. Both partieshave moved for summary judgment. Gross negligence is “anintentional failure to perform a manifest duty in recklessdisregard of the consequences as affecting the life or propertyof another, and also implies a thoughtless disregard ofthe consequences without the exertion of any effort toavoid them.” Anne Arundel County v. Reeves, 474 Md.46, 73 (2021) (quoting Barbre v. Pope, 402 Md. 157, 187(2007)). In his Counterclaim, Mr. Van Norstrand argues thatCounterclaim Defendants breached their “fiduciary duties...intentionally and/or with reckless disregard for [Future Field]and its members, when they negligently, or knowingly andintentionally” did the following: (1) “caused an investigationof [Future Field] regarding its website domain”; (2) “lostfunding of one or more existing contracts”; (3) “lost keypersonnel”; (4) “failed to secure contract renewals and/oradditional contracts”; (5) “basically [ran] [Future Field] intothe ground...in less than five months”; and (6) “caus[ed] VanNorstrand to be removed from one contract and investigatedregarding another [contract],” (ECF No. 133 ¶¶ 229–30),presumably as a result of reporting Mr. Van Norstrand'salleged resume fraud to Lockheed Martin and the DefenseCounterintelligence and Security Agency, (Id. ¶¶ 264, 273).Counterclaim Defendants correctly argue that Mr. VanNorstrand lacks standing to pursue gross negligence claimson the first five bases because those claims belong to FutureField only. (ECF No. 238, at 82). As discussed extensivelyabove in relation to Counts III and IV, an LLC member mustshow that he “has suffered ‘an injury that is separate anddistinct from any injury suffered either directly by the [LLC]or indirectly by the [member] because of the injury to the[LLC].’ ” Eastland, 486 Md. at 38 (quoting Oliveira, 451 Md.at 240). Here, Mr. Van Norstrand alleges an investigation intoFuture Field, lost funding of Future Field, lost key personnelof Future Field, failure to secure contracts of Future Field, andrunning Future Field into the ground. These are all potentialinjuries of Future Field, not injuries suffered by Mr. VanNorstrand that are “separate and distinct” from those of FutureField, and there is no indication that these are derivativeclaims. Mr. Van Norstrand does not address CounterclaimDefendants’ standing argument as to gross negligence in hismotion for summary judgment or reply. Accordingly, thislegal deficiency is fatal to the first five bases.As to the sixth basis, Mr. Van Norstrand's position that hewas “removed from one contract and investigated regardinganother” could afford him standing, but he fails to discussthis alleged breach in his motion for summary judgment,much less establish that Counterclaim Defendants violateda duty in reporting Mr. Van Norstrand in the first place.Counterclaim Defendants argue in their motion for summaryjudgment that “[t]here is no duty owed by Brent, Reese, orTunson to Van Norstrand that would override their obligationsunder federal law and the rules of government agenciesfor whom they worked to report matters relating to controlof [Future Field's] website domain or discrepancies in VanNorstrand's work history.” (ECF No. 238, at 85). Mr. VanNorstrand does not respond to this argument in his motionfor summary judgment, nor does he even discuss his removalfrom contracts or investigations. Counterclaim Defendantsdid have a duty to report to the federal government wheneverthey had “credible evidence that a principal, employee, agent,or subcontractor” of Future Field had committed fraud.28 48C.F.R. § 52.203-13(b)(3)(i). In recognition of this duty, andMr. Van Norstrand's failure to identify a superseding one, hehas failed to provide evidence of necessary elements of thetort.*24 Mr. Van Norstrand raises several other bases on whichto recover for gross negligence in his motion for summaryjudgment and reply, but they are meritless. These baseswere not identified in Mr. Van Norstrand's Counterclaim, inpart because some apparently arose after its filing. Mr. VanNorstrand's efforts to amend and supplement his pleadingsthrough briefing are fruitless. Cf. S. Walk at Broadlands, 713F.3d at 184.Accordingly, Counterclaim Defendants are entitled tosummary judgment on Count IX.
FUTURE FIELD SOLUTIONS, LLC, et al. v. ERIK VAN NORSTRAND, Slip Copy (2026) © 2026 Thomson Reuters. No claim to original U.S. Government Works.195. Counts X and XI: SCA and CFAAIn Count X, Mr. Van Norstrand alleges that CounterclaimDefendants violated the SCA, 18 U.S.C. §§ 2701–2713,by “accessing, reading, copying, and forwarding to otherindividuals stored electronic communications from VanNorstrand's personal Google account” without authorization.(ECF No. 133 234). In Count XI, Mr. Van Norstrandalleges that Counterclaim Defendants violated the CFAA, 18U.S.C. § 1030, because they “knowingly and intentionallyaccessed Van Norstrand's personal Google account withoutauthorization and/or exceeding their prior authorization bytaking, among other things, control of 10 plus years’ worth ofemails, documents, videos, pictures and related information,including but not limited to privilege[d] and confidentialcommunications with attorneys, his spouse and medicalproviders.” (ECF No. 133 243). Both parties now move forsummary judgment on the two counts.29Mr. Van Norstrand's SCA and CFAA claims share similarelements. The SCA prohibits “(1) intentionally access[ing]without authorization a facility through which an electroniccommunication service is provided; or (2) intentionallyexceed[ing] an authorization to access that facility; andthereby obtain[ing]...a wire or electronic communicationwhile it is in electronic storage in such system.” 18U.S.C. § 2701(a). The SCA does not define “facility,”and courts dispute its precise scope, but it surely coversGoogle email servers like the one Mr. Van Norstrand andFuture Field used. See Lazette v. Kulmatycki, 949 F.Supp.2d748, 755–56 (N.D.Ohio 2013). The CFAA, in relevantpart, renders liable anyone who “intentionally accessesa computer without authorization or exceeds authorizedaccess, and thereby obtains...information from any protectedcomputer,” id. § 1030(a)(2)(C), or who “knowingly and withintent to defraud, accesses a protected computer withoutauthorization, or exceeds authorized access, and by meansof such conduct furthers the intended fraud and obtainsanything of value,” id. § 1030(a)(4). The term “computer”covers “an electronic...device performing logical, arithmetic,or storage functions, and includes any data storage facility orcommunications facility directly related to oroperating in conjunction with such device.” Id. § 1030(e)(1).The CFAA does not cover individuals who “have impropermotives for obtaining information that is otherwise availableto them.” Van Buren v. United States, 593 U.S. 374, 378(2021). Both statutes require that an individual's access tothe server or computer be unauthorized and that the plaintiffsuffer some damage or loss.*25 Mr. Van Norstrand's SCA and CFAA claims both failbecause it is now undisputed that Counterclaim Defendants’access was not unauthorized or in excess of authorization.The court denied Mr. Van Norstrand's motion for summaryjudgment on his SCA claim in 2024 because, at thattime, there existed a genuine dispute of material fact asto whether Counterclaim Defendants accessed the GoogleWorkspace Account, or a backup of the Google WorkspaceAccount in Future Field's Microsoft365 Account. (ECF No.145, at 61–62). The court pointed to Mr. Van Norstrand'sdeclaration that he “did not transfer [his] archived Googleemail to Microsoft365” and “revoked any permission toaccess the Google [Account] and [his] specific accountinformation”; both statements were disputed by CounterclaimDefendants. (Id. at 62 (alterations in original) (quoting ECFNo. 42-2 ¶¶ 14–15)). In light of his May 2025 deposition,Mr. Van Norstrand now does not appear to dispute thathe did transfer his Google Workspace Account to FutureField's Microsoft365 Account; nor does he now rely on anyrevocation of permission to access the Google WorkspaceAccount, to which he admitted he gave CounterclaimDefendants unfettered access. Accordingly, CounterclaimDefendants appear to have had various authorized means ofaccessing the information in the Google Workspace Account.In a colloquy with Counterclaim Defendants’ counsel, Mr.Walter, during his May 2025 deposition, Mr. Van Norstrandadmitted that he transferred the Google Workspace Accountto Future Field's Microsoft365 Account:MR. WALTER: And also, in June of 2021, you moved allof the e-mail and text messages, in the Google WorkspaceAccount, to the company's Office 365 account, correct?MR. VAN NORSTRAND: Are you talking about GoogleChat messages?MR. WALTER: I'm talking about—well, let's break itdown. Did you move all the e-mails?MR. VAN NORSTRAND: E-mails, yes....MR. WALTER: Is it fair to say you don't know exactly whatwas exported or you do know?MR. VAN NORSTRAND: From what has been providedin discovery, there are e-mails that were provided between
FUTURE FIELD SOLUTIONS, LLC, et al. v. ERIK VAN NORSTRAND, Slip Copy (2026) © 2026 Thomson Reuters. No claim to original U.S. Government Works.20my wife and myself, myself and my doctors, myselfand previous lawyers, that well-preceded the formationof Future Field Solutions and should have never beenincluded and, if they were included, there's an expectationof privacy that was attached to them.MR. WALTER: And when you say included, we're talkingabout the move from Google Workspace to Office 365account?MR. VAN NORSTRAND: Correct.MR. WALTER: And you don't dispute that those e-mailswere in fact moved to the company's Office 365 account;you simply dispute whether that was your intent?MR. HARTMAN: Objection to the form of the question.You can answer.MR. VAN NORSTRAND: I stated that it was not myintent to move any of my private, privileged information,and it looks to be, given that it was released in discoveryinappropriately, that it happened.(ECF No. 252-2, at 279–81). In other words, Mr. VanNorstrand does not dispute that the emails associated with theGoogle Workspace Account that were transferred to FutureField's Microsoft365 Account included those containing hispersonal information. Mr. Van Norstrand also does notdispute that the Microsoft365 Account belongs to FutureField. (Id. at 319.). Lastly, it does not appear that Mr.Van Norstrand disputes that Counterclaim Defendants wereauthorized to access Future Field's Microsoft365 Account.Because Counterclaim Defendants were authorized to accessFuture Field's Microsoft365 account, which contained Mr.Van Norstrand's emails that were personal in nature, theycannot be liable under the SCA or CFAA. Mr. Van Norstrand'sinconsistencies are insufficient to sustain a genuine dispute ofmaterial fact. Barwick v. Celotex Corp., 736 F.2d 946, 960(4th Cir. 1984) (“A genuine issue of material fact is notcreated where the only issue of fact is to determine whichof the two conflicting versions of the plaintiff's testimonyis correct.” (citing Radobenko v. Automated Equip. Co., 520F.2d 540, 544 (9th Cir. 1975))).Furthermore, Counterclaim Defendants point to Mr. VanNorstrand's admission in his May 2025 deposition that hegranted Counterclaim Defendants full administrative rightsin the Google Workspace Account, which included hispersonal data. (ECF No. 252-2, at 311–12). In response, Mr.Van Norstrand declines to rely on any revocation of thatpermission. (See ECF No. 247, at 34–35). Therefore, evenif Counterclaim Defendants accessed Mr. Van Norstrand'spersonal data via the Google Workspace Account rather thanthe Microsoft365 Account, it is undisputed that CounterclaimDefendants were authorized to do so.*26 Mr. Van Norstrand's SCA and CFAA claims also failfor the independent reason that he does not adduce anyevidence regarding the damage he suffered, as CounterclaimDefendants correctly note. (ECF No. 238, at 36–37, 39–40).30 In his SCA claim, Mr. Van Norstrand requests “anamount in excess of $100,000 in compensatory and statutoryand/or punitive damages.” (ECF No. 133, at 44). The SCApermits the recovery of actual damages, statutory damagesof $1,000 per violation, and punitive damages. 18 U.S.C.§ 2707(c). The Fourth Circuit has held that “proof ofactual damages [is] a prerequisite to recovery of statutorydamages,” though not to recovery of punitive damages.Van Alstyne v. Elec. Scriptorium, Ltd., 560 F.3d 199, 206,209 (4th Cir. 2009). Mr. Van Norstrand makes no effortto prove actual damages on his SCA claim, only oncegesturing at the requirement in his reply, where he statesthat he suffered “remediation/forensic costs and account-recovery expense[s].” (ECF No. 268, at 45). In his May 2025deposition, when asked about his SCA damages, Mr. VanNorstrand stated: “I don't believe there's a bill, that I can handyou, that I spent a hundred thousand dollars to resolve theirchoices.” (ECF No. 252-2, at 275). Mr. Van Norstrand alsofailed to include any computation of his SCA damages inresponse to Counterclaim Defendants’ interrogatories on thematter. (See ECF No. 252-3, at 71–72). Therefore, Mr. VanNorstrand does not raise a genuine dispute regarding actualdamages, which bars him from recovery on his SCA claim foractual and statutory damages. And absent an underlying SCAviolation, punitive damages are likewise unavailable.In his CFAA claim, Mr. Van Norstrand requests “an amountin excess of $100,000 in compensatory and statutory and/orpunitive damages.” (ECF No. 133, at 45). “A CFAA plaintiffmust ‘show that there are triable issues as to (i) whether aCFAA-qualifying loss aggregating at least $5,000 occurred,and (ii) whether this loss was caused by a CFAA violation.’” Ground Zero Museum Workshop v. Wilson, 813 F.Supp.2d678, 693 (D.Md. 2011) (quoting Glob. Pol'y Partners, LLC v.Yessin, 686 F.Supp.2d 642, 646 (E.D.Va. 2010)). At his May2025 deposition, when asked about his CFAA damages, Mr.Van Norstrand stated: “My compensatory and statutory andpunitive damages come out of the hundred thousand dollars.
FUTURE FIELD SOLUTIONS, LLC, et al. v. ERIK VAN NORSTRAND, Slip Copy (2026) © 2026 Thomson Reuters. No claim to original U.S. Government Works.21I am not aware of a way to split that amount.” (ECF No.252-2, at 272). Mr. Van Norstrand also failed to producea computation of his CFAA damages in his response toCounterclaim Defendants’ interrogatories on the matter. (SeeECF No. 252-3, at 71–72). As to Mr. Van Norstrand's otherdamages requests, the CFAA does not permit recovery ofstatutory or punitive damages. See 18 U.S.C. 1030(g); Inre Apple Inc. Device Performance Litig., 50 F.4th 769, 781(9th Cir. 2022) (no CFAA statutory damages); Fraser v.Mint Mobile, LLC, No. 22-cv-138, 2022 WL 1240864, at*9 (N.D.Cal. Apr. 27, 2022) (no CFAA punitive damages).Thus, Mr. Van Norstrand does not raise a triable issue as tothe damages he suffered, foreclosing his recovery under theCFAA.In the absence of any genuine dispute of material fact,Counterclaim Defendants are entitled to summary judgmenton Counts X and XI.6. Count XII: ConversionIn Count XII, Mr. Van Norstrand alleges that “[CounterclaimDefendants] unlawfully and tortiously converted [Mr. Van]Norstrand's personal property, specifically ten (10) plus years’worth of data contained in his Google account.” (ECF No.133 248). Both parties now move for summary judgment onthis count.*27 A claim for conversion requires an “intentional exerciseof dominion or control over a chattel which so seriouslyinterferes with the right of another to control it that theactor may justly be required to pay the other the full valueof the chattel.” United States v. Arora, 860 F.Supp. 1091,1097 (D.Md. 1994) (quoting Restatement (Second) of Torts§ 222A(1)), aff'd, 56 F.3d 62 (4th Cir. 1995). In other words,“[c]onversion requires not merely temporary interferencewith property rights, but the exercise of unauthorizeddominion and control to the complete exclusion of therightful possessor.” Orteck Int'l, Inc. v. TransPacific Tire& Wheel, Inc., No. 05-cv-2882-DKC, 2006 WL 2572474,at *22 (D.Md. Sep. 5, 2006) (emphasis added) (quotingYost v. Early, 87 Md.App. 364, 388 (1991)). The tort ofconversion traditionally applies to tangible property but hasbeen extended to cover certain intangible property rights thatare merged into a document, such as a stock certificate. AlliedInv. Corp. v. Jasen, 354 Md. 547, at 560–63 (1999). Asthis court previously explained, “[w]hether the tort appliesto emails is uncertain.” (ECF No. 145, at 64–65 (collectingcases)).Mr. Van Norstrand previously moved for summary judgmenton this count. There, he argued that “[CounterclaimDefendants] converted his personal property becausethey changed the login credentials required to accesshis erik@futurefieldsolutions.com email account [(GoogleWorkspace Account)].” (Id. at 65 (citing ECF No. 109-1, at24)). The parties disputed whether Mr. Van Norstrand ownedthe contents of the email account in question, so the courtdenied summary judgment. (Id. at 65–66).Now, Counterclaim Defendants argue that (regardless ofthe ownership of the email account) Mr. Van Norstrandcannot recover for conversion because Maryland law doesnot recognize the application of conversion to emails, Mr.Van Norstrand had continuous access to his personal data,and he cannot show damages for the alleged conversion.(ECF No. 238, at 42–49). Mr. Van Norstrand responds witha single sentence: “By blocking Van Norstrand's accessto accounts, seizing files and photos, and exploiting thatdata for their benefit, [Counterclaim Defendants] committedconversion.” (ECF No. 247, at 35). Mr. Van Norstrand'sconclusory statement is insufficient to overcome the clearrecord evidence that he has retained access to the contentsof the Google Workspace Account, dooming his conversionclaim.31The tort of conversion requires that the exercise of dominionor control be to the complete exclusion of the propertyowner, and Mr. Van Norstrand fails to supply any evidencethat Counterclaim Defendants exercised any dominion orcontrol over his personal data to his complete exclusion.Counterclaim Defendants identify four locations that containMr. Van Norstrand's personal data and to which he has hadaccess; Mr. Van Norstrand fails to address these assertions offact in his motion for summary judgment and opposition.First, Counterclaim Defendants demonstrate that Mr. VanNorstrand initiated a “Google Take-Out” of the GoogleWorkspacedata, and that this dataset is identical to that uploaded toor synchronized with Mr. Van Norstrand's Personal OutlookAccount.32Google Take-Out is Google's method of allowingusers to download Google data in bulk. See How to DownloadYour Google Data, https://support.google.com/accounts/answer/3024190?hl=en [https://perma.cc/AWV9-BX36]. Athis deposition, Mr. Van Norstrand asserted that he could not
FUTURE FIELD SOLUTIONS, LLC, et al. v. ERIK VAN NORSTRAND, Slip Copy (2026) © 2026 Thomson Reuters. No claim to original U.S. Government Works.22recall whether he initiated a Google Take-Out, but that hewould not dispute that he did if the metadata showed as much:*28 MR. WALTER: Do you recall that, on Februarythe 28th of 2022, you made a complete backupof Erik@FutureFieldSolutions.com account, from yourGoogle Workspace?MR. VAN NORSTRAND: I may have. I don't recall doingso, but I may have.MR. WALTER: Okay. Do you remember asking Google forwhat they call a takeout backup, of your e-mails and texts?MR. VAN NORSTRAND: I do not recall that, but I couldhave.MR. WALTER: And if documents show that you did makethat request, would you dispute those documents?MR. HARTMAN: Objection to the form of the question.MR. VAN NORSTRAND: I don't know if I've seen suchdocuments. If they existed, I would not dispute them, if itwas tied to me.(ECF No. 252-2, at 298–99). Counterclaim Defendants haveshown that Mr. Van Norstrand initiated the Google Take-Out. Their expert, Dr. Eric Cole, states in a July 3, 2025,declaration that the Google Take-Out activity logs show thatthe February 28, 2022, Google Take-Out was initiated byan IP address associated with Mr. Van Norstrand, and theresulting files were downloaded to the same IP address.(ECF Nos. 252-3, at 120–21 (expert declaration); 255-3, at85-90 (Google Take-Out logs showing Take-Out initiated onFebruary 28, 2022, from Mr. Van Norstrand's IP address,followed by downloads of the Take-Out data)). Mr. VanNorstrand does not contest that this IP address belongs tohim.33 Thus, it is now undisputed that Mr. Van Norstrandconducted the Google Take-Out of the Google WorkspaceAccount and downloaded the resulting files to his companylaptop.Mr. Reese's declaration states that after Mr. Van Norstranddownloaded the Google Take-Out files, he synchronized themwith his Personal Outlook Account. (ECF No. 252-3, at 8).34Mr. Reese further states that the data in the Google Take-Out Mr. Van Norstrand downloaded is identical to the datauploaded to the Personal Outlook Account. He determinedthat the data is identical through “hashing.” (ECF Nos. 238,at 45–46; 252-3, at 12). As Judge Grimm explained:A hash value is [a] unique numericalidentifier that can be assigned to afile, a group of files, or a portion of afile, based on a standard mathematicalalgorithm applied to the characteristicsof the data set. The most commonlyused algorithms, known as MD5 andSHA, will generate numerical valuesso distinctive that the chance that anytwo data sets will have the same hashvalue, no matter how similar theyappear, is less than one in one billion.Lorraine v. Markel Am. Ins. Co., 241 F.R.D. 534, 546–47(D.Md. 2007) (citation modified). Mr. Reese “compared thehash values of the Google Take-Out Files Van Norstranddownloaded to the [company] laptop on March 1, 2022, withthe same files synced and/or uploaded to Van Norstrand'sPersonal Microsoft Outlook 365 Account.” (ECF No. 252-3,at 12). “The result shows that every photo that was in theGoogle Workspace Account Take-Out File as of February 28,2022, was uploaded to Van Norstrand's personal Microsoft365 Account.” (Id.). As a demonstration, he pinpoints a 2012photo in the Personal Outlook Account that was uploadedfrom the Google Workspace Account. (ECF Nos. 252-3, at13; 238, at 46; 238-1 ¶¶ 65–68). The hash values of the2012 photo in the Personal Outlook Account and the GoogleWorkspace Account are identical. (ECF No. 252-3, at 13; 238,at 46; 238-1 68). Thus, it is evident that the synchronizationoccurred between the company laptop, where the GoogleTake-Out files were downloaded, and the Personal OutlookAccount, and that Mr. Van Norstrand had access to all thatdata through his Personal Outlook Account.*29 Additionally, Mr. Van Norstrand synchronized theGoogle Workspace Account, which contained his personaldata, to his Personal G-Mail Account (a separate account fromthe Personal Outlook Account):MR. WALTER: Did you share the data that you tookfrom Google, to your—directly to [the Personal G-mailAccount]?MR. VAN NORSTRAND: I believe I synchronized, at onepoint, those two accounts, yes.
FUTURE FIELD SOLUTIONS, LLC, et al. v. ERIK VAN NORSTRAND, Slip Copy (2026) © 2026 Thomson Reuters. No claim to original U.S. Government Works.23MR. WALTER: So the Google Workspace Account and[the Personal G-mail Account]?MR. VAN NORSTRAND: Yes, I think I synchronized thephotos specifically to try to backup what I could.MR. WALTER: When was that done?MR. VAN NORSTRAND: I don't recall. MR. WALTER:What year?MR. VAN NORSTRAND: It would have been after 2022,somewhere in that timeframe. I do know I didn't recovereverything. I copied over what I could.......MR. WALTER: How do you know that you weren't able tocopy over all of them?MR. VAN NORSTRAND: Because it only goes back somany years and I've had that account for ten years.(ECF No. 252-2, at 307–08). Counterclaim Defendantsdemonstrate that the 2012 personal photo found in thePersonal Outlook Account is also located in the Personal G-Mail Account, and its hash is identical to the photo in theGoogle Workspace Account. (ECF Nos. 252-3, at 13; 256-1,at 11). Thus, it is evident that the synchronization with hisPersonal G-mail Account transferred personal data from atleast as early as 2012. Mr. Van Norstrand has identified nopersonal data lost between late 2010 or early 2011 when heopened the Google Workspace Account, (ECF No. 133 39),and the date of the 2012 photo.Moreover, Mr. Van Norstrand had access to his companylaptop, which contained the downloaded Google Take-Outfiles, until May 2023. (ECF No. 238-1 50). Mr. VanNorstrand asserted that hecould not access the laptop during this time becauseit was locked, and he lacked the BitLocker RecoveryKey. (ECF Nos. 252-1, at 263–66; 252-2, at 276).“A Bitlocker Recovery Key is a 48-digit numericalpassword used to unlock the computer when thelaptop is locked due to a system change.” (ECF No.252-3, at 10 (citing Find Your BitLocker RecoveryKey, https://support.microsoft.com/en-us/windows/find-your-bitlocker-recovery-key-6b71ad27-0b89-ea08-f143-056f5ab347d6 [https://perma.cc/KC57-PBEQ])).Counterclaim Defendants have demonstrated that Mr. VanNorstrand did possess the BitLocker encryption key in atleast his Personal G-mail Account. (Id. at 11; id. at 107–08 (expert declaration); ECF No. 256-1, at 5–6 (metadatashowing the BitLocker Recovery Key located in the PersonalG-mail Account)). Therefore, he had access to the laptopand the personal data on it for over a year after he wasinvoluntarily withdrawn in March 2022 and seven monthsafter he was locked out of the laptop in October 2022. (SeeECF No. 133 ¶¶82, 97).Finally, Mr. Van Norstrand also had his expert create a copy,or “mirror image,” of the laptop, as he discussed in his May2025 deposition:MR. WALTER: So you had a company-issued laptop?MR. VAN NORSTRAND: Yes.MR. WALTER: Did you or someone on your behalf make acopy of the contents of company laptop before returning it?MR. VAN NORSTRAND: Yes, this is all part of the case.It's all in the court records.*30 MR. WALTER: So the answer is yes. Do you stillhave possession of the mirror image?MR. VAN NORSTRAND: I personally never hadpossession of the mirror image.MR. WALTER: Who did?MR. VAN NORSTRAND: The expert who we hired tohandle that entire situation.MR. WALTER: The expert never gave you a copy?MR. VAN NORSTRAND: I'm not sure of the current statusof that copy.MR. WALTER: I didn't ask about current status. Did theexpert ever give you a copy?MR. VAN NORSTRAND: I never received a copy. (ECF No.252-2, at 275–76). Although Mr. Van Norstrand argues he waslocked out of the laptop, his expert was able to make a copythrough “[t]he hard drive pad.” (Id. at 277). Mr. Van Norstranddoes not explain, and the court cannot understand, why thecopy of the laptop made by the expert he hired is unavailableto him.
FUTURE FIELD SOLUTIONS, LLC, et al. v. ERIK VAN NORSTRAND, Slip Copy (2026) © 2026 Thomson Reuters. No claim to original U.S. Government Works.24In short, Mr. Van Norstrand retained four means of accessingthe personal data he asserts was lost: (1) the Google Take-Outtransferred to his Personal Outlook Account; (2) the Googlesynchronization between the Google Workspace Accountand his Personal G-Mail Account; (3) the company laptop,which he had the means of unlocking; and (4) the expertcopy, which he could have requested. Mr. Van Norstrandsupplies no evidence in his motion for summary judgmentand opposition to rebut these asserted facts, so they areundisputed. Fed.R.Civ.P. 56(e)(2). In his reply, Mr. VanNorstrand oddly refers to his own “admissions that...hesynced/preserved personal data in multiple personal accountsand retained access.” (ECF No. 268, at 49). He goes on toargue that even though he “once retained access,” he wasthen “locked out while [Counterclaim Defendants] retainedcopies.” (Id. at 50). Mr. Van Norstrand “retained access”through his Personal Outlook Account and his Personal G-mail Account, and he has never argued that he was locked outof either, nor is there any evidence to that effect. Accordingly,Mr. Van Norstrand effectively admits that he retained accessto the personal data synced from the company laptop. Hiscontention that Counterclaim Defendants’ retention of copiesof his personal data gives rise to conversion, despite Mr. VanNorstrand's retained access, (Id.), is incorrect. Conversionbars “complete exclusion,” not sharing. See, e.g., EquityPrime Mortg., LLC v. 1st Fin., Inc., No. 17-cv-3754-ADC, 2021 WL 3930707, at *10 (D.Md. Sep. 2, 2021)(collecting cases where conversion claims failed becauseboth parties retained access to the information or data). Thecourt will grant summary judgment in favor of CounterclaimDefendants.7. Count XIII: Invasion of PrivacyIn Count XIII, Mr. Van Norstrand asserts a claim ofinvasion of privacy, alleging that Counterclaim Defendants“intentionally intruded into the private and personalGoogle account of Van Norstrand holding more thanten years of private, confidential, privileged and sensitivecommunications, documents, photos and videos of VanNorstrand.” (ECF No. 133 251). They “mined through”his personal data, he posits, “in order to support theirimproper ‘involuntary removal’ of Van Norstrand from[Future Field].” (Id.).*31 Invasion of privacy refers to “not one tort, but a complexof four,” Bailer v. Erie Ins. Exch., 344 Md. 515, 526 (1997)(quoting Household Fin. Corp. v. Bridge, 252 Md. 531,537 (1969)), two of which are relevant here: unreasonablepublicity given to private life and unreasonable intrusionupon seclusion. Unreasonable publicity given to private lifearises “where one ‘gives publicity to a matter concerningthe private life of another’ and ‘the matter publicized is ofa kind which (a) would be highly offensive to a reasonableperson, and (b) is not of legitimate concern to the public.’” Lindenmuth v. McCreer, 233 Md.App. 343, 364 (2017)(quoting Furman v. Sheppard, 130 Md.App. 67, 77 (2000)).“To make ‘public,’ or to ‘publicize,’ a private fact requirespublication to the public at large,” not “to a single person oreven to a small group of persons.” Id. at 364–65 (quotingFurman, 130 Md.App. at 78). Unreasonable intrusion uponseclusion consists of “an intentional intrusion upon anotherperson's solitude, seclusion, private affairs or concerns in amanner which would be highly offensive to a reasonableperson.” Trundle v. Homeside Lending, Inc., 162 F.Supp.2d396, 401 (D.Md. 2001) (citing Bailer, 344 Md. at 526). The“plaintiff must have a reasonable expectation of privacy inthe source of the information.” Id. (citing Marrs v. MarriottCorp., 830 F.Supp. 274, 283 (D.Md. 1992)).Mr. Van Norstrand previously moved for summary judgmenton this claim, asserting that “he did not authorize[Counterclaim Defendants] to access and review theerik@futurefieldsolutions.com email account within hisoverarching Google Account, the contents of which werelater produced in discovery.” (ECF No. 145, at 61(citing ECF No. 109-1, at 22–23, 24–25)). He alsoclarified that he was pursuing the intrusion upon seclusioninvasion of privacy tort, which he had not specified inthe Counterclaim. (ECF No. 109-1, at 24). CounterclaimDefendants countered that “ ‘they never accessed any of [Mr.Van Norstrand's] personal documents or information [via]his erik@futurefieldsolutions.com email account[,]’ and theGoogle Account wholly belongs to Future Field.” (ECF No.145, at 61 (second and third alteration in original) (citing ECFNo. 121, at 18, 20)). The court denied Mr. Van Norstrandsummary judgment because there was “a genuine dispute ofmaterial fact regarding whether [Counterclaim Defendants]accessed the erik@futurefieldsolutions.com email account—or even the overarching Google account—during discovery,”instead of a backup copy of the content of those accounts inFuture Field's Microsoft365 Account. (Id. at 61, 63).Both parties now move for summary judgment. In his motionfor summary judgment, Mr. Van Norstrand switches theinvasion of privacy tort, with no explanation, from intrusionupon seclusion to unreasonable publicity, (ECF No. 247, at
FUTURE FIELD SOLUTIONS, LLC, et al. v. ERIK VAN NORSTRAND, Slip Copy (2026) © 2026 Thomson Reuters. No claim to original U.S. Government Works.2535–36), and then switches back to intrusion upon seclusion inhis reply, (ECF No. 268, at 50–51). The claim fails either way.Counterclaim Defendants argue that Mr. Van Norstrand'sunreasonable publicity claim fails because thereis no allegation or evidence “that any of theCounterclaim-Defendants made any effort to publicize theallegedly personal documents in the Google WorkspaceAccount.” (ECF No. 238, at 51 (citing Kumar v. Mahone,No. 21-cv-735-GLR, 2022 WL 279798, at *8 (D.Md. Jan.31, 2022))). Mr. Van Norstrand again counters with a single,unresponsive sentence: “[Counterclaim Defendants’] conduct—reviewing private, confidential files and images for usein litigation, without any valid justification—is exactly thekind of ‘highly offensive’ intrusion recognized by Marylandcourts.” (ECF No. 247, at 35– 36). Mr. Van Norstrand makesno argument regarding publicity, nor does he identify anysuch publication in his Counterclaim, apart from productionof certain documents to his counsel, (ECF No. 133 252),which is plainly insufficient to support an unreasonablepublicity claim.Counterclaim Defendants next argue that Mr. Van Norstrand'sintrusion upon seclusion claim fails because his conductdid not evince a reasonable expectation of privacy; namely,he granted Counterclaim Defendants full administrativerights to the Google Workspace Account and copiedover all the information he argues was private to FutureField's Microsoft365 Account. (ECF No. 238, at 53–54).35Mr. Van Norstrand's same, single sentence in his motionfor summary judgment and opposition is presumably hisresponse: “[Counterclaim Defendants’] conduct—reviewingprivate, confidential files and images for use in litigation,without any valid justification—is exactly the kind of ‘highlyoffensive’ intrusion recognized by Maryland courts.” (ECFNo. 247, at 35– 36). In a troubling turn, Mr. Van Norstrandasserts in his reply that “[Counterclaim Defendants] migrated[Mr. Van Norstrand's] personal Google content into Office365,” including “personal emails/photos.” (ECF No. 268,at 51–52 (emphasis added)). By Mr. Van Norstrand's owndeposition testimony, that assertion is demonstrably false:He migrated the Google Workspace content to Future Field'sMicrosoft365 Account. (ECF No. 252-2, at 279–81).*32 Whether Mr. Van Norstrand retained a reasonableexpectation of privacy in the personal data within the GoogleWorkspace Account, or that same personal data turned overto Future Field's Microsoft365 Account, is a somewhat closerquestion. Other courts have held, in the Fourth Amendmentcontext, that an individual retains a reasonable expectationof privacy in emails voluntarily disclosed to another party,even when that party has the right to access the emails.United States v. Warshak, 631 F.3d 266, 285– 87 (6th Cir.2010); see also Furman, 130 Md.App. at 74 (looking toFourth Amendment case law when analyzing what constitutesa reasonable expectation of privacy for an intrusion uponseclusion claim). The Warshak court did caveat that if anindividual gives another the ability to “audit, inspect, andmonitor” his emails, “that might be enough to render anexpectation of privacy unreasonable.” Id. at 287 (citationmodified); cf. United States v. Simons, 206 F.3d 392, 398(4th Cir. 2000) (holding that employees have no reasonableexpectation of privacy in their internet searches when theiremployer has a policy permitting it to “audit, inspect, and/ormonitor” employees’ internet use).Here, as explained in relation to Mr. Van Norstrand'sSCA and CFAA claims, Mr. Van Norstrand grantedCounterclaim Defendants full administrative rights in theGoogle Workspace Account, which included his personaldata. (ECF No. 252-2, at 311–12). He explained thathe made “no explicit declaration of, do not access mydata. It was an assumed best practice and just being agood person.” (Id. at 315). Counterclaim Defendants’ fulladministrative rights within the Google Workspace Accountexceed the “audit, inspect, and/or monitor” threshold setforth in Warshak and Simons. In his motion for summaryjudgment and opposition, Mr. Van Norstrand does notrely on any revocation of Counterclaim Defendants’ accessto the Google Workspace Account. Thus, to the extentit is relevant, he cannot dispute that his personal dataremained exposed to Counterclaim Defendants at the timethey accessed it. Accordingly, Mr. Van Norstrand lacked areasonable expectation of privacy in the emails, photos, andother data shared with Counterclaim Defendants.36 Also,Maryland courts have noted that an individual's involvementin litigation “lessen[s] his expectation of privacy” furtherdue to the opposing party's need to conduct a reasonableinvestigation into the individual's claims. See Furman, 130Md.App. at 75–76. Here, Mr. Van Norstrand initially filed aCounterclaim with nine counts, (ECF No. 7), necessitatingconsiderable investigation by Counterclaim Defendants.37 Inthat vein, a party is obligated to search the documents withinits custody and produce those documents that it “may useto support its claims or defenses.” Fed.R.Civ.P. 26(a)(1)(A)(ii) (emphasis added). Counterclaim Defendants thus had aduty to search the entire Future Field Microsoft365 Account,
FUTURE FIELD SOLUTIONS, LLC, et al. v. ERIK VAN NORSTRAND, Slip Copy (2026) © 2026 Thomson Reuters. No claim to original U.S. Government Works.26including the Google Workspace Account data migrated overby Mr. Van Norstrand, and produce relevant documents.Considering the unfettered access Mr. Van Norstrand gaveCounterclaim Defendants to his data, Mr. Van Norstrand'slessened expectation of privacy as a litigating party, andCounterclaim Defendants’ obligation to search their recordsfor documents relevant to the litigation, the court cannotconclude that Counterclaim Defendants’ review of Mr. VanNorstrand's personal data constituted unreasonable intrusionupon seclusion.38 The court will grant summary judgment infavor of Counterclaim Defendants.8. Counts XIV and XVI: Defamation and TortiousInterference with Contracts and Business Expectancies*33 On October 23, 2023, Mr. Van Norstrand, withthe consent of Counterclaim Defendants, filed a stipulateddismissal with prejudice of Counts XIV (Defamation) andXVI (Tortious Interference with Contracts and BusinessExpectancies) under Fed.R.Civ.P. 41(a)(1)(A)(ii). (ECF No.88). The parties incorporated by reference the agreementin the September 2023 deposition of Mr. Van Norstrandthat Mr. Van Norstrand would dismiss these claims withprejudice in exchange for Counterclaim Defendants’ counselrefraining from questioning Mr. Van Norstrand about matterspertaining to his resume. (Id.; ECF No. 252-1, at 248–54). The parties agreed that if Mr. Van Norstrand “raise[d]any issues going forward in this case relating to resumemisrepresentations, [Counterclaim Defendants] reserve[ ] theright to recall...Mr. Van Norstrand and depose him on thosequestions.” (ECF No. 252-1, at 253). The parties both movefor summary judgment on these two counts because Mr. VanNorstrand now contends that this stipulated dismissal is nolonger operative. He argues that (1) it was improperly filedunder Fed.R.Civ.P. 41(a), which provides for the dismissalof actions, as opposed to Fed.R.Civ.P. 15(a), which providesfor dismissal of claims,39 and (2) Counterclaim Defendants’counsel breached the agreement in Mr. Van Norstrand's May2025 deposition. (ECF No. 247, at 36–37). Neither argumentis persuasive.First, the fact that the stipulated dismissal was filed underthe wrong rule does not invalidate the dismissal. Rule 41(a)(1)(A)(ii) permits a plaintiff to “dismiss an action withouta court order by filing...a stipulation of dismissal signedby all parties who have appeared.” Rule 15(a)(2) allows aparty to “amend its pleading only with the opposing party'swritten consent or the court's leave.” Courts in this circuithave noted that when a plaintiff wishes to dismiss fewer thanall his claims, “Rule 15 is technically the proper vehicle toaccomplish a partial dismissal.” Skinner v. First Am. Bankof Va., 64 F.3d 659, 1995 WL 507264, at *2 (4th Cir. Aug.28, 1995) (unpublished table decision) (citation modified).In the context of voluntary dismissal by court order, theFourth Circuit has observed that “similar standards govern theexercise of discretion under either rule”; therefore, whetherthe voluntary dismissal motion “is made under Rule 15 orunder Rule 41(a)(2), the choice of rules is largely a formalmatter.” Id. at *2 (quoting 5 Moore, Lucas & Wicker, Moore'sFederal Practice § 41.92 (1995)) (citing Mechmetals Corp.v. Telex Comput. Prods., Inc., 709 F.2d 1287, 1294 (9th Cir.1983)).40Here, the parties filed a joint stipulation dismissingwith prejudice Counts XIV and XVI as asserted againstCounterclaim Defendants. (ECF No. 88). Although thecontext is distinct from Skinner because the parties dismissedwithout court intervention, it makes no difference. Rule 41(a)(1)(A)(ii) and Rule 15(a)(2) permit dismissal and amendment,respectively, by consent of all parties without a court order. Asin Skinner, the difference is “largely a formal matter.” Skinner,1995 WL 507264, at *2 (quoting 5 Moore, Lucas & Wicker,Moore's Federal Practice § 41.92 (1995)). Filing under thewrong rule thus supplies no basis to invalidate the dismissal.Second, Mr. Van Norstrand's allegation that CounterclaimDefendants’ counsel breached the agreement underpinningthe stipulated dismissal at his May 2025 deposition isunfounded. Judge Coulson has already determined thatCounterclaim Defendants did not exceed the scope of thedeposition by asking Mr. Van Norstrand questions related tohis resume and other supposedly off-limits topics becauseit was Mr. Van Norstrand's counsel who refused to honorthat agreement. At the May 2025 deposition of Mr. VanNorstrand, counsel for both parties engaged in an extensivedebate about the scope of the agreement reached by priorcounsel for both parties at the September 2023 deposition.There, Counterclaim Defendants’ counsel, Mr. Walter, andMr. Van Norstrand's counsel, Mr. Hartman, had the followingcolloquy:*34 MR. WALTER:...Are there are any [Count XVI]tortious interference claims against Mr. Brent, Reese andTunson?MR. HARTMAN: My understanding was, there was aremaining portion, but I'm not a hundred percent certain
FUTURE FIELD SOLUTIONS, LLC, et al. v. ERIK VAN NORSTRAND, Slip Copy (2026) © 2026 Thomson Reuters. No claim to original U.S. Government Works.27enough to make that the issue. What I do know is that theissue of dismissal of the defamation and addressing thepotential tortious claims resulted in the agreement that therewould be no questioning on the resume. Whether or notthe intentional interference claim is agreed upon or not, wedon't have to give it.(ECF No. 252-2, at 21–22). Mr. Van Norstrand's counselwould not provide a definitive answer as to whether CountXVI remained asserted in any fashion against CounterclaimDefendants but demanded adherence to CounterclaimDefendants’ commitment not to ask questions about Mr. VanNorstrand's resume. As Judge Coulson explained, however,Counterclaim Defendants’ resume-related questions became“fair game” when Mr. Van Norstrand's counsel “would notagree that all portions of those claims were indeed out of thecase.” (ECF No. 270, at 7).Because neither the rule error nor the May 2025 depositioninvalidates the stipulated dismissal with prejudice, the partiesand court are bound by the dismissal. “At least one effectof the [stipulated, voluntary] dismissal with prejudice is thesame as a court entered final adjudication of the merits.”Claibourne v. Willis, 347 Md. 684, 692 (1997). When aplaintiff dismisses fewer than all counts with prejudice,those counts dismissed with prejudice are “conclusivelydetermined...‘adverse to the complainant,’ ” including withinthe same litigation. See Langhoff v. Michael E. Marr, P.C.,81 Md.App. 438, 445 (1990) (quoting Parks v. State, 41Md.App. 381, 385 (1979)), vacated on other grounds by,322 Md. 657 (1991); see also Ross v. Chopra, No. 19-cv-92-PWG, 2021 WL 6197418, at *6–7 (D.Md. Dec.30, 2021).41 Consequently, Counts XIV and XVI areconclusively determined adverse to Mr. Van Norstrand, tothe extent he asserted them against Counterclaim Defendants.He cannot revive them. The counts remain dismissed withprejudice. Counterclaim Defendants’ motion to enforce thestipulation of dismissal is granted and the parties’ motions forsummary judgment are denied as moot.9. Count XV: Fraud*35 In Count XV, Mr. Van Norstrand brings several claimsof fraud against Counterclaim Defendants. He identifiesseveral representations that he asserts were false: (1) Mr.Reese allegedly “represented to Van Norstrand that thevaluation of [Future Field] and any member interest wouldbe based upon a ‘fair valuation’ and ‘simply what a thirdparty offers a membership percentage,’ ” but Mr. Reese“never disclosed that the Operating Agreement providedfor a ‘book valuation’ of [Future Field] or a member'sinterest,” (ECF No. 133 ¶¶ 276–77); (2) Mr. Reese “neverdisclosed that the Operating Agreement provided for orallowed the removal of a member by a majority vote,” (Id. 277); (3) Mr. Reese “never encouraged Van Norstrand toseek independent legal counsel before signing the OperatingAgreement that Reese, an attorney, worked on and finalizedfor the members,” (Id.); and (4) Mr. Reese “represented thathis service-disabled veteran status would assist [Future Field]in obtaining government contracts and that he needed to own51% of [Future Field],” (Id. 278). Mr. Van Norstrand allegesthat in reliance on these representations, he signed the OA andsuffered damages as a result. (Id. ¶¶ 280–81). Both partiesmove for summary judgment on these claims of fraud.It is first helpful to clarify what is not argued in Count XV. Atno point in his Counterclaim or motion for summary judgmentdoes Mr. Van Norstrand assert a claim of fraud against Mr.Brent or Mr. Tunson. Therefore, Count XV is not assertedagainst them. Brummell, 2023 WL 7282896, at *7; Tanksley,2020 WL 89692, at *4 n.6. Moreover, Count XV deals onlywith representations Mr. Reese allegedly made before Mr.Van Norstrand signed the OA in 2020. In Mr. Van Norstrand'sreply, he attempts to shift the entire focus of Count XV to theevents in 2022 surrounding Mr. Van Norstrand's involuntarywithdrawal from Future Field. The court will ignore thatreframing. See S. Walk at Broadlands, 713 F.3d at 184 (“It iswell-established that parties cannot amend their complaintsthrough briefing[.]”). Therefore, Count XV asserts claimsof fraudulent inducement, and possibly concealment, againstMr. Reese regarding representations he allegedly made beforeMr. Van Norstrand signed the OA.Mr. Reese argues that Mr. Van Norstrand's motionfor summary judgment is deficient because Mr. VanNorstrand merely summarizes the allegations he made in hisCounterclaim and supplies no record support. (ECF No. 263,at 66; see also ECF No. 247, at 38–39). Mr. Reese is correct.“[M]ere assertions of fact in a brief without substantiation inthe record are insufficient to raise a genuine dispute.” Bestv. Fed. Nat'l Mortg. Ass'n, 450 F.Supp.3d 606, 634 (D.Md.2020) (citing Allen v. Dorchester County, No. 11-cv-1936-ELH, 2013 WL 5442415, at *16 (D.Md. Sep. 30, 2013)).Because Mr. Van Norstrand's motion for summary judgmentalso operates as his opposition to Counterclaim Defendants’motion for summary judgment, his failure to substantiate theallegations in his fraud count alone entitles Mr. Reese tosummary judgment. Moreover, Mr. Reese has exhaustively
FUTURE FIELD SOLUTIONS, LLC, et al. v. ERIK VAN NORSTRAND, Slip Copy (2026) © 2026 Thomson Reuters. No claim to original U.S. Government Works.28demonstrated that none of the representations identified in theCounterclaim is in fact fraudulent.“Fraud encompasses, among other things, theories offraudulent misrepresentation, fraudulent concealment, andfraudulent inducement.” Sass v. Andrew, 152 Md.App. 406,432 (2003) (quoting Iverson v. Johnson Gas Appliance Co.,172 F.3d 524, 529 (8th Cir. 1999)). To prevail on a claimof fraudulent inducement, a plaintiff must prove “(1) thatthe defendant made a false representation to the plaintiff, (2)that its falsity was either known to the defendant or that therepresentation was made with reckless indifference as to itstruth, (3) that the misrepresentation was made for the purposeof defrauding the plaintiff, (4) that the plaintiff relied on themisrepresentation and had the right to rely on it, and (5) thatthe plaintiff suffered compensable injury resulting from themisrepresentation.” Andrews v. O'Sullivan, 256 Md.App. 532,553 (2022) (quoting, inter alia, Nails v. S & R, Inc., 334Md. 398, 415 (1994)). Relatedly, to recover on a claim offraudulent concealment, a plaintiff must prove that “(1) thedefendant owed a duty to the plaintiff to disclose a materialfact; (2) the defendant failed to disclose that fact; (3) thedefendant intended to defraud or deceive the plaintiff; (4) theplaintiff took action in justifiable reliance on the concealment;and (5) the plaintiff suffered damages as a result of thedefendant's concealment.” My Nat'l Tax & Ins. Servs., Inc. v.H & R Block Tax Servs., Inc., 839 F.Supp.2d 816, 820 (D.Md.2012) (quoting Green v. H & R Block, Inc., 355 Md. 488, 525(1999)).*36 Taking the allegedly fraudulent representations one byone, the court has no difficulty concluding that Mr. VanNorstrand has failed to show that any of them is in factfraudulent. First, Mr. Van Norstrand asserts that Mr. Reesemisrepresented that the valuation of Future Field and anymember interest would be based on a “fair valuation,” whenin fact it would be based on a “book valuation.” (ECF No. 133¶¶ 276–77). Mr. Van Norstrand never substantiated that Mr.Reese made this statement. Moreover, whether this claim isframed as fraudulent inducement or fraudulent concealment,Mr. Van Norstrand cannot show justifiable reliance, whichboth theories require. The OA clearly lays out the valuationmethod of Future Field and any member interest. (ECF No.252-3, at 179). In his September 2023 deposition, Mr. VanNorstrand stated that he read the OA before signing it. (ECFNo. 252-1, at 369). Likewise, Mr. Brent testified that on thedate of the OA's signing, Mr. Reese went through “everysingle sentence” of the OA line by line with him and Mr. VanNorstrand and asked if they understood what each sentencemeant. (ECF No. 256-2, at 165–66). It was unreasonableto rely on a purported representation that varied from theterms of the OA, when Mr. Van Norstrand concedes that heread the OA. Cf. Sass, 152 Md.App. at 441 (holding that itwas unreasonable for the plaintiff to rely on a representationthat varied from the terms of a written instrument, when theplaintiff could have read the written instrument before signingand was not coerced into signing before reading).Second, Mr. Van Norstrand argues that Mr. Reese “neverdisclosed that the Operating Agreement provided for orallowed the removal of a member by a majority vote.” (ECFNo. 133 277). This claim fails for the same reason asthe previous one because Mr. Van Norstrand read the OA,which provides for the circumstances in which a membermay be removed. (See ECF No. 252-3, at 177). As thiscourt explained in its previous summary judgment opinion,the section of the OA regarding “involuntary withdrawals”necessarily implies that unanimous consent is not required forremoval of a member. (ECF No. 145, at 26–27).Third, Mr. Van Norstrand complains that Mr. Reese “neverencouraged [him] to seek independent legal counsel beforesigning the Operating Agreement that Reese, an attorney,worked on and finalized for the members.” (ECF No. 133 277). This supposed failure does not constitute any sort ofrepresentation, nor a failure to disclose a fact for which therewas a duty to disclose. The court cannot discern how a failureto encourage seeking independent legal counsel can give riseto a fraud claim.Fourth, Mr. Van Norstrand asserts that Mr. Reese “representedthat his service-disabled veteran status would assist [FutureField] in obtaining government contracts and that he neededto own 51% of [Future Field].” (Id. 278). Again, Mr.Van Norstrand cannot show reasonable reliance, a requiredelement of fraudulent inducement. Mr. Reese correctlyobserves that this “representation” is an opinion upon whichreliance is unreasonable. (ECF No. 238, at 70 (citing U.S.Home Corp. v. Settlers Crossing, LLC, No. 08-cv-1863-DKC,2012 WL 3536691, at *11 (D.Md. Aug. 14, 2012)). In SettlersCrossing, this court explained that “where representations are‘statements of expectation, prediction, or future intention,’it is generally not reasonable to rely upon them.” SettlersCrossing, 2012 WL 3536691, at *11 (quoting Weisman v.Connors, 312 Md. 428, 454 (1988)). Mr. Reese's statementthat his service-disabled veteran status would be helpful inobtaining government contracts is merely a statement of hisexpectation or prediction. Mr. Van Norstrand was not justifiedin relying on Mr. Reese's opinion.
FUTURE FIELD SOLUTIONS, LLC, et al. v. ERIK VAN NORSTRAND, Slip Copy (2026) © 2026 Thomson Reuters. No claim to original U.S. Government Works.29In short, Mr. Van Norstrand fails to meet his baselineevidentiary burdens at the summary judgment stage on CountXV, nor does he even attempt to surmount the numerous legaldeficiencies Mr. Reese highlights.42 Mr. Reese is entitled tosummary judgment.10. Count XVII: Civil ConspiracyIn Count XVII, Mr. Van Norstrand asserts a claim of civilconspiracy, alleging that Counterclaim Defendants “agreedand/or understood that they would act together” to take thefollowing actions: (1) “unlawfully and tortiously withoutauthorization access[ ] and tak[e] exclusive control overVan Norstrand's Google account and the contents thereforin furtherance of their agreement and/or understanding toinvoluntarily remove Van Norstrand from [Future Field]”;and (2) “gather and use the confidential, privileged andsensitive information of Van Norstrand from his Googleaccount to make false and/or misleading statements about VanNorstrand and further their improper and wrongful attemptedremoval of Van Norstrand from [Future Field] for theirown benefit and causing harm to Van Norstrand and hisreputation.” (ECF No. 133 ¶¶ 309–310).*37 Under Maryland law, a civil conspiracy consists of:“[A] combination of two or more persons by an agreementor understanding to accomplish an unlawful act or touse unlawful means to accomplish an act not in itselfillegal, with the further requirement that the act or themeans employed must result in damages to the plaintiff.”Hoffman v. Stamper, 385 Md. 1, 24 (2005) (quoting Greenv. Wash. Suburban Sanitary Comm'n, 259 Md. 206, 221(1970)). The plaintiff must prove an unlawful agreement,the commission of an overt act in furtherance of theagreement, and that as a result, the plaintiff suffered actualinjury. Id. at 25. The unlawful agreement is not actionableby itself; rather, the “[t]ort actually lies in the act causingthe harm” to the plaintiff. Id. Thus, civil conspiracy is not“capable of independently sustaining an award of damagesin the absence of other tortious injury to the plaintiff.” Id.Mackey v. Compass Mktg., Inc., 391 Md. 117, 128 (2006).In other words, a “defendant's liability for civil conspiracydepends entirely on its liability for a substantive tort.” FareDeals, Ltd. v. World Choice Travel.Com, Inc., 180 F.Supp.2d678, 692 (D.Md. 2001) (citing Alleco Inc. v. Harry & JeanetteWeinberg Found., 340 Md. 176, 189–90 (1995)).Both parties now move for summary judgment. CounterclaimDefendants argue that the claim fails because the overt actconstituting the substantive tort is invasion of privacy, forwhich Mr. Van Norstrand fails to establish liability, and theintracorporate conspiracy doctrine precludes a finding ofconspiracy. (ECF No. 238, at 59–60). Mr. Van Norstrandresponds by shifting the focus of the overt act functioningas the substantive tort to defamation, fraud, and tortiousinterference. (ECF No. 247, at 39). In his reply, Mr. VanNorstrand revises the menu of substantive torts again toinclude six: SCA violation, CFAA violation, conversion,intrusion upon seclusion, fraud, and tortious interference.(ECF No. 268, at 62). Defamation appears to have droppedout of the mix. He also suggests that breach of fiduciaryduty and duty of loyalty can serve as the substantive tort.(Id. at 64).43 Mr. Van Norstrand counters CounterclaimDefendants’ invocation of the intracorporate conspiracydoctrine by pointing out that it does not “apply where agentsact with a personal stake or employ independent tortiousmeans.” (Id. at 62 (citing Balt.-Wash. Tel. Co. v. Hot LeadsCo., 584 F.Supp.2d 736, 744 (D.Md. 2008), abrogated onother grounds by, Mims v. Arrow Fin. Servs., LLC, 565 U.S.368 (2012))).The court need not reach the intracorporate conspiracyquestion because, even if it does not apply, Mr. Van Norstrandhas failed to establish an overt act for which CounterclaimDefendants bear substantive tort liability. Mr. Van Norstrandsets forth three overt acts in his Counterclaim: (1) “unlawfullyand tortiously without authorization accessing and takingexclusive control over Van Norstrand's Google account and[its] contents”; (2) “gather[ing] and us[ing] the confidential,privileged and sensitive information of Van Norstrandfrom his Google account”; and (3) “mak[ing] false and/ormisleading statements about Van Norstrand.” (ECF No. 133¶¶ 309–10). The first two overt acts sound in SCA, CFAA,conversion, and invasion of privacy. Mr. Van Norstrand hasfailed to establish liability for any of those claims. Thethird overt act sounds in defamation, but Mr. Van Norstranddismissed his defamation claim with prejudice. Absent aviable defamation claim, a derivative civil conspiracy claimcannot lie.44*38 Without a finding of liability for any substantiveunderlying tort, the court will grant summary judgment infavor of Counterclaim Defendants.
FUTURE FIELD SOLUTIONS, LLC, et al. v. ERIK VAN NORSTRAND, Slip Copy (2026) © 2026 Thomson Reuters. No claim to original U.S. Government Works.3011. Count XVIII: Permanent InjunctionIn Count XVIII, Mr. Van Norstrand seeks permanentinjunctive relief “restraining and enjoining CounterclaimDefendants from accessing and/or using Van Norstrand'spersonal Google account and the data contained thereinand ordering Counterclaim Defendants to return the Googleaccount to Van Norstrand and the data contained therein.” (Id.at 58).A permanent injunction is a remedy, not an independentcause of action. Orteck, 704 F.Supp.2d at 521. Accordingly,“[a] party seeking a permanent injunction must demonstrate‘actual success’ on the merits” of some independent cause ofaction. Mayor of Balt. v. Azar, 973 F.3d 258, 274 (4th Cir.2020) (quoting Amoco Prod. Co.v. Vill. Of Gambell, 480 U.S. 531, 546 n.12 (1987)). Upondoing so, a plaintiff must then show: “(1) that it has sufferedan irreparable injury; (2) that remedies available at law, suchas monetary damages, are inadequate to compensate for thatinjury; (3) that, considering the balance of hardships betweenthe plaintiff and defendant, a remedy in equity is warranted;and (4) that the public interest would not be disserved bya permanent injunction.” Monsanto Co. v. Geertson SeedFarms, 561 U.S. 139, 156–57 (2010) (quoting eBay Inc. v.MercExchange, L.L.C., 547 U.S. 388, 391 (2006)).Mr. Van Norstrand previously moved for summary judgmenton this count and was denied relief because Mr. Van Norstrand“ha[d] provided no evidence showing that he ha[d] alreadysuffered irreparable harm.” (ECF No. 145, at 67–68).Both parties now move for summary judgment. CounterclaimDefendants argue that Mr. Van Norstrand has failed toidentify another count with an independent cause of actionsupporting permanent injunctive relief, and that even ifhe had, injunctive relief is not warranted because he hasretained access to the information in the Google WorkspaceAccount. (ECF No. 238, at 63, 64–66). Mr. Van Norstrandresponds simply that “[Counterclaim Defendants] have takenand retained more than ten (10) years of Van Norstrand'scommunications, documents, photos, and videos stored” inthe Google Workspace Account, “lock[ed] him out” of theaccount, and “refused to give this information and access backto Van Norstrand.” (ECF No. 247, at 40–41).45Counterclaim Defendants are correct that Mr. Van Norstrandfails the threshold matter of establishing actual successon an independent cause of action. His request forinjunctive relief boils down to three requests: (1) thatCounterclaim Defendants cease accessing and/or using hispersonal data in the Google Workspace Account; (2) thatCounterclaim Defendants return his personal data; and (3)that Counterclaim Defendants return the Google WorkspaceAccount to him. Mr. Van Norstrand did not manage to succeedon his SCA and CFAA claims regarding CounterclaimDefendants’ access to his information derived from theGoogle Workspace Account because their access was notunauthorized, nor on his conversion claim regarding hisallegedly lost personal data because he has retained accessto the information he asserted was lost. Therefore, there isno independent cause of action to sustain injunctive relief onhis first two requests. Regarding the third request, this courtpreviously left open the question of which party is the rightfulowner of the Google Workspace Account. (ECF No. 145, at63). Mr. Van Norstrand, however, has not asserted a claimthat the account itself was converted, rather than simply thepersonal data within the account. (See ECF No. 133, at 45–46). Thus, there is no independent cause of action to sustainthis relief, either. The court will therefore grant CounterclaimDefendants summary judgment.*39 In short, Counterclaim Defendants are entitled tosummary judgment on Counts III–XIII, XV, and XVII–XVIII,and Mr. Van Norstrand's motion for summary judgmenton those counts is accordingly denied.46 The court deniessummary judgment to both parties on Count II due to genuinedisputes of material fact, and to both parties on Counts XIVand XVI because those counts were dismissed with prejudice.V. Future FieldThe status of the claims asserted by Future Field in theComplaint and against Future Field in the Counterclaimremains at issue. To appear in this court, “parties other thanindividuals must be represented by counsel.” Local Rule101.1(a) (emphasis added). On February 26, 2025, counsel forFuture Field moved to withdraw. (ECF No. 212). On February28, the court provided Future Field thirty days to secure newcounsel before resolving the motion to withdraw, pursuantto Local Rule 101.2(b). (ECF No. 213). Future Field did notsecure new counsel within the time provided. On May 30,Future Field's counsel filed a renewed motion to withdraw,(ECF No. 227), which the court granted on June 12, (ECF No.231). In its order granting the motion to withdraw, the courtdirected counsel for the remaining parties to advise by June26 whether the court should issue a “notice to show cause to
FUTURE FIELD SOLUTIONS, LLC, et al. v. ERIK VAN NORSTRAND, Slip Copy (2026) © 2026 Thomson Reuters. No claim to original U.S. Government Works.31Future Field Solutions LLC as to why default should not beentered or its claims dismissed.” (Id. at 2–3). The court hasreceived correspondence since on the matter, although onlyCounterclaim Defendants’ counsel filed correspondence byJune 26.First, Counterclaim Defendants and Mr. Van Norstrandappear to accept that Future Field's remaining claims inthe Complaint, namely Counts IV and VI, should bedismissed.47 Local Rule 101.2(b) provides that if, “withinthirty (30) days of the filing of the motion to withdraw,new counsel has not entered an appearance, the Courtmay...grant[ ] the motion to withdraw and dismiss[ ] anyaffirmative claim for relief asserted by the party.” Counsel forMr. Brent, Future Field's wind-up member, expressly requeststhat the court “deem all claims [Future Field] has broughtas abandoned.” (ECF No. 234, at 3). Counsel for Mr. VanNorstrand does not oppose this request. Because new counseldid not enter an appearance for Future Field in the eightmonths since the filing of the motion to withdraw, FutureField's remaining affirmative claims for relief in Counts IVand VI of the Complaint are dismissed.Second, Counterclaim Defendants and Mr. Van Norstranddispute whether it is appropriate or necessary to issue anorder to show cause why default should not be entered againstFuture Field. In addition to providing for the dismissal ofaffirmative claims for relief, Local Rule 101.2(b) permits thecourt to “direct[ ] the [unrepresented entity] to show causewhy a default should not be entered on claims asserted againstit.” This rule builds on Fed.R.Civ.P. 55(a), which instructsthat “[w]hen a party against whom a judgment for affirmativerelief is sought has failed to . ..defend, and that failure isshown by affidavit or otherwise, the clerk must enter theparty's default.” Failure of an LLC to proceed through counselon claims asserted against it gives rise to the presumptionthat the LLC has failed to defend under Rule 55. Therefore, ashow-cause order is warranted.*40 Counterclaim Defendants argue, however, that theclaims against Future Field should be dismissed becauseFuture Field is cancelled and thus “lacks the capacity toprosecute or defend claims.” (ECF No. 234, at 2). While itis true that Future Field is cancelled, Maryland law does notindicate that it now “lacks the capacity to prosecute or defendclaims.” Instead, Maryland's LLC Act specifically providesthat “[n]otwithstanding the filing of articles of cancellation,the [LLC] continues to exist for the purpose of paying,satisfying, and discharging any existing debts or obligations,collecting and distributing assets, and doing all other actsrequired to liquidate and wind up its business and affairs.”Md. Code Ann., Corps. & Ass'ns § 4A-908(b) (emphasisadded); Fed.R.Civ.P. 17(b)(3) (capacity of LLC to sue andbe sued is determined “by the law of the state where thecourt is located”); see also Becker v. Noe, No. 18-cv-931-ELH, 2019 WL 1415483, at *2 (D.Md. Mar. 27, 2019)(observing that a cancelled LLC may continue to pursueits claims under § 4A-908(b)); Olson v. Moser, No. 1613,2021 WL 6065314, at *5 (Md.Ct.Spec.App. Dec. 22, 2021)(suggesting that cancellation of an LLC to avoid liabilitywould be unsuccessful under § 4A-908(b)).The cases Counterclaim Defendants cite all address LLCstatutes of other states that expressly end the LLC's existence,and thus its capacity to sue or be sued, upon cancellation.Metro Comm'cn Corp. BVI v. Advanced Mobilecomm Techs.Inc., 854 A.2d 121, 138–39 (Del. 2004) (Delaware); FoxHollow of Turlock Owner's Ass'n v. Sinclair, No. 03-cv-5439, 2013 WL 1628260, at *4 (E.D.Cal. Apr. 15, 2013)(California); Phillips v. TDI Lakota Holdings LLC, No. 10-cv-782, 2011 WL 13225282, at *5 (E.D.Pa. Apr. 29, 2011)(South Dakota); Chadwick Farms Owners Ass'n v. FHC LLC,166 Wash.2d 178, 189 (Wash. 2009) (en banc) (Washington);Schiff v. ZM Equity Partners, LLC, No. 19-cv-4735, 2020WL 5077712, at *3 (S.D.N.Y. Aug. 27, 2020) (Delaware).In contrast, the Maryland LLC Act expressly provides thatthe LLC “continues to exist” to complete all necessary wind-up activities. Md. Code Ann., Corps. & Ass'ns § 4A-908(b).Counterclaim Defendants provide no basis to conclude thatMaryland law bars prosecuting and defending against suits asneeded during wind-up. Future Field thus continues to possessthe capacity to be sued.Counterclaim Defendants’ next argument that the claimsagainst Future Field are prudentially moot because FutureField lacks assets is likewise unavailing. Judge Hollanderexplained the doctrine of prudential mootness:Under the principle of constitutional mootness, “ ‘[f]ederalcourts have no jurisdiction to decide moot cases becauseof the case or controversy requirement of Article III ofthe Constitution.’ ” Baltimore Neighborhoods, Inc. v. LOB,Inc., 92 F.Supp.2d 456, 461 (D.Md. 2000) (quoting Virginiaex rel. Coleman v. Califano, 631 F.2d 324, 326 (4thCir. 1980)); accord Feldman v. Pro Football, Inc., 579F.Supp.2d 697, 706 (D.Md.
FUTURE FIELD SOLUTIONS, LLC, et al. v. ERIK VAN NORSTRAND, Slip Copy (2026) © 2026 Thomson Reuters. No claim to original U.S. Government Works.322008), aff'd, 419 F.App'x 381 (4th Cir. 2011). Thedoctrine of prudential mootness provides that a court may“determine that, regardless of constitutional mootness, acase is moot because the court cannot provide an effectiveremedy and because it would be imprudent for the courtto hear the case.” Feldman, 579 F.Supp.2d at 706 (citingUnited States v. Under Seal, 757 F.2d 600, 603 (4th Cir.1985)).Goldstein v. F.D.I.C., No. 11-cv-1604-ELH, 2014 WL 69882,at *11 (D.Md. Jan. 8, 2014). The Supreme Court hasinstructed that “the fact that a defendant is insolvent doesnot moot a claim for damages.” Chafin v. Chafin, 568 U.S.165, 175–76 (2013) (citing 13C Wright & Miller's FederalPractice & Procedure § 3533.3 (3d ed. 2008)). QuotingWright & Miller, the Supreme Court stated that “even thoughthe defendant does not seem able to pay any portion of thedamages claim,” the claim is not moot. Id. (quoting 13CWright & Miller's Federal Practice & Procedure § 3533.3(3d ed. 2008)). Accordingly, although Future Field “does notseem able to pay any portion of the damages claim[s]” againstit due to its lack of assets, those claims are not rendered moot.*41 Counterclaim Defendants do cite several casessupporting the proposition that dismissal on prudentialmootness grounds is warranted when the defendant hasno assets, but those cases either were decided beforeChafin or addressed unique contexts not before the court.Goldstein, 2014 WL 69882, at *12 (holding that creditors’claims against bank were moot because Federal DepositInsurance Corporation's No Value Determination “establishesconclusively that general creditors will be unable to recoverany value”); MBIA Ins. Corp. v. F.D.I.C., 708 F.3d 234, 245(D.C. Cir. 2013) (same); ROK Builders, LLC v. 2010-1 SFGVenture, LLC, No. 13-cv-16, 2013 WL 3762678, at *5–7(D.N.H. July 16, 2013) (applying the different doctrine ofequitable mootness to a bankruptcy appeal).In his correspondence, Mr. Van Norstrand seeks action farbeyond the scope of the court's June 12 order. In additionto a show-cause order regarding default, Mr. Van Norstrandrequests that the court reinstate Future Field and reverse thewind-up because Counterclaim Defendants allegedly haveconducted the wind-up in violation of the court's August 2024opinion and Mr. Van Norstrand's rights under the OA. (ECFNo. 239, at 1, 3). He also raises various new claims againstCounterclaim Defendants for breach of fiduciary duty and thelike based on the wind-up. (Id. at 3).These requests are deficient for numerous reasons. First, thecourt is unaware of any authority it possesses to reinstatea cancelled LLC, and the authorities Mr. Van Norstrandsupplies are inapposite. (See id. at 5 (citing Md. Code Ann.,Corps. & Ass'ns §§ 4A-904 (who can wind up LLC's affairs),4A-909 (components of articles of cancellation), 4A-910(conditions for filing articles of cancellation)); ECF No. 249,at 3 (citing Md. Code Ann., Corps. & Ass'ns § 4A-402(d)(authorizing courts to enforce operating agreements))).Second, the court is unable to conclude that the wind-upwas conducted improperly. Although the court stated in itsAugust 2024 opinion that, “pursuant to Section 4A-904, [Mr.Van Norstrand] and [Counterclaim Defendants] will manageFuture Field's dissolution...by mutual agreement,” (ECF No.145, at 41–42), Counterclaim Defendants duly notified Mr.Van Norstrand that a meeting would occur regarding thewind-up on December 9, and he declined to attend, (ECFNos. 234, at 1; 239-2, at 2; 246-1; 246-4, at 2; 249-1,at 3). At the meeting, the other members designated Mr.Brent as the member to manage the wind-up. (ECF Nos.246-4, at 2; 249-1, at 3). The Maryland LLC Act specificallycontemplates the designation of a single member to managethe wind-up. Md. Code Ann., Corps. & Ass'ns § 4A-909(3)(“Articles of cancellation shall set forth...[t]he name andaddress of each member who was designated to wind up theaffairs of the [LLC] or if no member was so designated, thenames and addresses of all members[.]” (emphasis added)).Nothing in the OA requires unanimous approval for thisaction because it did not constitute an amendment to theOA. (See ECF No. 252-3, at 184). After receiving notice onDecember 11 of the possibility of cancellation as early asDecember 31, (ECF No. 239-2, at 10), Mr. Van Norstranddeclined to attend the December 27 meeting, submitting aletter instead, (ECF No. 249, at 2). He further emphasizesthe court's language in its August 2024 opinion that “[i]f theparties are unable to reach an agreement [regarding the wind-up], they may call upon the court for the purpose of windingup Future Field's affairs.” (ECF No. 239, at 1 (emphasisadded) (quoting ECF No. 145, at 42)). This statement wasnot a command but a suggestion, and it operated on bothparties equally. Apart from one motion filed by Mr. VanNorstrand to stay the December 9 meeting, (ECF No. 192),which the court denied, (ECF No. 195), neither party soughtconcrete relief during the process. In fact, Mr. Van Norstrandrepresented to the court through counsel that the dissolutionand wind-up were proceeding “fairly well,” (ECF No. 209,at 13), and made no challenges to the wind-up through thecancellation on April 5. Those decisions have consequences.
FUTURE FIELD SOLUTIONS, LLC, et al. v. ERIK VAN NORSTRAND, Slip Copy (2026) © 2026 Thomson Reuters. No claim to original U.S. Government Works.33Third, correspondence with the court is an inappropriatevehicle to raise new claims; the court will not considerthem.48*42 The wind-up stands intact and Future Field remainscancelled. A show-cause order will issue to Future Field asto why default should not be entered on the claims that Mr.Van Norstrand has asserted against it for breach of contract(Count II), breach of duty of loyalty (Count III), breach offiduciary duty (Count IV), violation of the MWPCL (CountV), accounting (Count VI), wrongful termination (Count VII),and indemnification (Count VIII).49VI. SanctionsThe final matter is Counterclaim Defendants’ motion topreclude consideration of new arguments made for the firsttime in Mr. Van Norstrand's reply brief and, more importantly,their request that the court issue a show-cause order as to whysanctions should not be imposed for Mr. Van Norstrand andhis counsel's failure to comply with ethical obligations. (ECFNo. 273).50 As indicated throughout the preceding pages,the court understands its independent obligation to identifythose theories and determine whether to consider them, andhas already determined how to address them.51Counterclaim Defendants suggest that Mr. Van Norstrand andhis counsel used artificial intelligence (“AI”) to draft the replybrief because it contains incorrect case citations, unusualgrammatical errors, responses to arguments CounterclaimDefendants never made, and false factual assertions. Theyprincipally seek the imposition of monetary sanctions,including attorney's fees for the costs of responding to thereply brief. There is no rule prohibiting the use of AI indrafting legal briefs, but Fed.R.Civ.P. 11(b) requires that anattorney conduct a reasonable inquiry into the basis for thelegal arguments and factual assertions made in any filingwith the court. Therefore, if a party submits a filing thatwas drafted using AI without conducting a reasonable inquiryinto the legal arguments and factual assertions made therein,such conduct is sanctionable. Moreover, courts are far morelikely to impose sanctions when a party doubles down onits contention that it did not use AI rather than acceptresponsibility for doing so at the first opportunity. See, e.g.,Mata v. Avianca, Inc., 678 F.Supp.3d 443, 449 (S.D.N.Y.2023); Benjamin v. Costco Wholesale Corp., 779 F.Supp.3d341, 351 (E.D.N.Y. 2025); Mavy v. Comm'r of Soc. Sec.Admin., No. 25-cv-689, 2025 WL 2355222, at *8 (D.Ariz.Aug. 14, 2025).*43 Local Rule 105.8 provides that “a party need notrespond to any motion filed under Fed.R.Civ.P. 11....TheCourt shall not grant any motion without requestinga response.” Mr. Van Norstrand's counsel neverthelessresponded. That response to the request for a show-causeorder, however, does not fully explain the problems identified.While the response addresses Counterclaim Defendants’contentions regarding incorrect case citations and unusualgrammatical errors, it does not discuss the responses in thereply to arguments never made by Counterclaim Defendantsor the false factual assertions in the reply. Counsel in effectblames Mr. Van Norstrand for some of the issues identified,(ECF No. 274, at 6–7), which might indicate insufficientoversight by counsel. Examples of false assertions andcharacterizations in the reply brief are:1. “The [Counterclaim Defendants] erroneously argue thatwhere there is no merger paper, there is no successorliability.” (ECF No. 268, at 17). They make no suchargument.2. “The [Counterclaim Defendants] further erroneouslycontend that the application of [successor liability]doctrines do not apply to LLCs.” (ECF No. 268, at 17).They make no such argument.3. “Count III of the Counterclaim principallyseeks...equitable relief.” (ECF No. 268, at 26). Count IIIof the Counterclaim plainly seeks compensatory damages,not equitable relief. As the court discussed, any request forequitable relief would have to be implied in Count III'sgeneral prayer for relief.4. “Van Norstrand can and does attribute roles by individualactor [sic] in the proposed findings and. [sic]” (ECF No.268, at 27). There are no proposed findings.5. “[T]he court should establish individual liability...basedon the tried-by-consent record[.]” (ECF No. 268, at 32).There is no tried-by-consent record.6. “The termination closely followed Van Norstrand'sobjections to...his resistance to the access/diversionconduct.” (ECF No. 268, at 37). By Mr. Van Norstrand'sown representation, the complained-of access to theGoogle Workspace Account occurred in October 2022,seven months after the termination, (ECF No. 133 ¶¶ 82,97); the complained-of “diversion” of assets occurred inApril 2023, over one year after the termination, (Id. ¶¶82; ECF No. 247, at 17). Moreover, there is no evidence
FUTURE FIELD SOLUTIONS, LLC, et al. v. ERIK VAN NORSTRAND, Slip Copy (2026) © 2026 Thomson Reuters. No claim to original U.S. Government Works.34that Counterclaim Defendants asked Mr. Van Norstrandto engage in unauthorized access of Mr. Van Norstrand'spersonal data, nor would that make any sense.7. “[Counterclaim Defendants] migrated [Mr. VanNorstrand's] personal Google content into Office 365 andproduced it in litigation.” (ECF No. 268, at 51). Mr. VanNorstrand's own deposition testimony squarely contradictsthis assertion; he, rather than Counterclaim Defendants,migrated the content. (ECF No. 252-2, at 279–81).8. “In the week leading to March 22, 2022, . . .[Counterclaim Defendants] had already (a) structuredinsider spouse-loans and were routing company-fundedlegal fees off-process; (b) planned to divert [FutureField's] Lockheed and related work to PeriArchon; (c)manipulated credentials/2FA to lock [Mr. Van Norstrand]out of repositories; and (d) withheld or deleted audittrails/tax returns necessary to compute true memberentitlements.” (ECF No. 268, at 58–59). The spousal loanswere made in the latter half of 2023. (ECF No. 239-3, at 1,17, 25, 39, 54). Counterclaim Defendants did not purchasePeriArchon until November 2022, (ECF No. 247-3), nordid the PeriArchon-Lockheed contract begin until April2023, (ECF Nos. 247, at 17; 247-2). Mr. Van Norstrandwas not locked out of the Google Workspace Account untilOctober 2022. (ECF No. 133 97).9. “[Counterclaim Defendants] also attempt to claim thatVan Norstrand's [fraud] claims are barred by the economicloss doctrine.” (ECF No. 268, at 60). They make noeconomic loss argument.*44 10. “[Counterclaim Defendants] continue to attemptto defend their actions by claiming that integration, anti-reliance bars Van Norstrand's claim.” (ECF No. 268, at 61).They make no integration argument.11. “[Counterclaim Defendants’] statute of limitationsdefense is inapplicable.” (ECF No. 268, at 61). They makeno statute of limitations argument.Together, these errors evince a troubling pattern of falseassertions and characterizations. As noted, the court hasalready granted much of the relief requested by decliningto consider improperly asserted arguments and assertions offact. Given the history of this litigation, the court declines atthis time to issue a show cause order to Mr. Van Norstrandand his counsel regarding this specific filing. The matter maybe revisited later, if appropriate.VII. ConclusionFor the foregoing reasons, Mr. Van Norstrand's motion tokeep sealed and redact exhibits will be granted in part anddenied in part; PeriArchon's motion for summary judgmentwill be granted; Counterclaim Defendants’ motion to enforcethe stipulation of dismissal will be granted; CounterclaimDefendants’ motion for summary judgment will be granted inpart and denied in part; Mr. Van Norstrand's motion to strikeCounterclaim Defendants’ motion for summary judgmentwill be denied; Mr. Van Norstrand's motion for summaryjudgment will be denied; Counterclaim Defendants’ motionto preclude consideration of new arguments and request for ashow-cause order regarding sanctions will be granted in partand denied in part, without prejudice. A separate order willfollow./s/DEBORAH K. CHASANOWUnited States District JudgeAll CitationsSlip Copy, 2026 WL 183522Footnotes1Mr. Van Norstrand may be requesting an order to show cause why sanctions should not be imposed “forpurposely contaminating files sent to” him during discovery. (ECF No. 274, at 14). Because that requestrelates to a discovery matter, it should have been filed separately and addressed to Judge Coulson forresolution. It will not be considered otherwise.
FUTURE FIELD SOLUTIONS, LLC, et al. v. ERIK VAN NORSTRAND, Slip Copy (2026) © 2026 Thomson Reuters. No claim to original U.S. Government Works.352For the most part, the relevant facts are not in dispute. Material factual disputes will be identified wherenecessary.3The parties dispute the amount by twenty cents. This dispute is immaterial.4The parties initially filed the joint stipulation of dismissal on October 20, (ECF No. 86), but the clerk rejected itbecause Counterclaim Defendants’ counsel failed to represent that he signed for Mr. Van Norstrand's counsel“with permission,” (ECF No. 238, at 97 n.7). The court will refer to the properly filed joint stipulation on October23. (ECF No. 88).5Although Mr. Van Norstrand did not technically respond, his motion for summary judgment addresses theissue of enforcement of the stipulated dismissal. The court thus treats his motion for summary judgment asan opposition to Counterclaim Defendants’ motion to enforce as well.6These materials were filed under seal without a supporting motion to seal. In an earlier opinion, the courtdirected the parties to file appropriate motions to seal, redact, or withdraw. Otherwise, the material would beunsealed. (ECF Nos. 166, 167).7On Friday, July 18, Mr. Van Norstrand also moved to shorten the time that Counterclaim Defendants andPeriArchon would have to respond to his motion to strike, seeking a deadline of Monday, July 21. (ECF No.242 13). Mr. Van Norstrand waited two weeks to file this meritless motion and then expected this court toorder his counterparts to work through the weekend to respond. This court summarily denied the motion.8Judge Coulson's analysis in his memorandum opinion issued on September 8, 2025, is more fulsome thanthe court will provide below because Mr. Van Norstrand's motion to strike and motion for sanctions are largelyduplicative. To the extent the parties desire greater detail as to why the motion to strike is denied, they areencouraged to consult Judge Coulson's opinion.9Mr. Van Norstrand initially noted eighteen unproduced documents in his motion to strike. After CounterclaimDefendants observed in their opposition that two had certainly been produced, Mr. Van Norstrand discussedonly sixteen documents in his reply. (ECF No. 270, at 11 & n.9).10Because Mr. Van Norstrand first identified in his reply the specific discovery requests to which he felt theunproduced documents were responsive, Judge Coulson ordered Counterclaim Defendants and PeriArchonto file a sur-reply addressing Mr. Van Norstrand's new contentions. (ECF No. 259).11The court exercises supplemental jurisdiction over Mr. Van Norstrand's state law counterclaims. 28 U.S.C.§ 1367. When exercising supplemental jurisdiction, a federal court applies state substantive law as dictatedby the choice of law rules of the state in which the court sits. Ground Zero Museum Workshop v. Wilson, 813F.Supp.2d 678, 696 (D.Md. 2011). No party disputes that Maryland law applies.12It is undisputed that Mr. Reese, Mr. Brent, and Mr. Tunson all owned and controlled PeriArchon for mostof 2023, and Mr. Brent and Mr. Tunson aver that they ceased their membership in PeriArchon betweenNovember 2023 and June 2024. (Compare ECF No. 133 143, with ECF No. 151 143).13Mr. Van Norstrand asserts, without support, that “Maryland permits veil-piercing (including ‘reverse’ or‘sideways’ piercing to reach a successor/affiliate).” (ECF No. 268, at 13). The two cases he relies on, Hildrethand Bart Arconti, discuss only traditional veil piercing. It appears the Maryland state courts have not even hadoccasion to consider horizontal or triangular piercing. The extremely cautious approach of Maryland courtsin this area means that Mr. Van Norstrand fails in his meager attempt to apply this more extreme theory.See Ice. Telecom, Ltd. v. Info. Sys. & Networks Corp., 268 F.Supp.2d 585, 591 (D.Md. 2003) (“It is not theprovince of this Court, but rather the state courts of Maryland, to flesh out and expand the factual scenarios
FUTURE FIELD SOLUTIONS, LLC, et al. v. ERIK VAN NORSTRAND, Slip Copy (2026) © 2026 Thomson Reuters. No claim to original U.S. Government Works.36that could warrant a court's piercing of the corporate veil.”); see also Washington v. Union Carbide Corp.,870 F.2d 957, 962 (4th Cir. 1989) (“Federal courts are permitted under Erie R.R. Co. v. Tompkins, 304 U.S.64[ ] (1938), and [United Mine Workers v. Gibbs, 383 U.S. 715 (1966)], to rule upon state law as it presentlyexists and not to surmise or suggest its expansion.”)14“The general rule of corporate liability is that,ordinarily, a corporation which acquires the assets of anothercorporation is not liable for the debts and liabilities of thepredecessor corporation.” Balt. Luggage Co. v. Holtzman, 80Md.App. 282, 290 (1989). There are four recognized exceptionsunder Maryland law, however, that permit successor liability: “(1)there is an expressed or implied assumption of liability; (2) thetransaction amounts to a consolidation or merger; (3) thepurchasing corporation is a mere continuation of the sellingcorporation; or (4) the transaction is entered into fraudulentlyto escape liability for debts.” Id. (citing, inter alia, GoldenState Bottling Co. v. NLRB, 414 U.S. 168, 182 n.5 (1973)).Successor liability may attach to LLCs just as it attaches tocorporations. Playmark Inc. v. Perret, 253 Md.App. 593, 607 n.6(2022). Mr. Van Norstrand focuses on the third, “merecontinuation” exception. (ECF No. 268, at 12, 15). This exceptionapplies when “there is a transfer of assets” to an entity that “issubstantially the same as the predecessor...to place thoseassets out of reach of the predecessor's creditors.” Balt.Luggage, 80 Md.App. at 297.15One case in the then-named Court of Special Appeals of Maryland has implied that the “mere continuation”theory of successor liability is a particular application of alter ego liability. See Martin v. TWP Enters. Inc., 227Md.App. 33, 49 (2016) (citing 1 William Meade Fletcher, Fletcher Cyclopedia of the Law of Corporations § 48).16A consequence of Mr. Van Norstrand's failure to assert this legal theory in his Third-Party Complaint andmotions is that certain key issues are not well developed factually or briefed legally. For example, Mr. VanNorstrand relies on the “mere continuation” theory of successor liability in his reply, which requires a transferof assets. (ECF No. 268, at 15 (citing Balt. Luggage, 80 Md.App. at 297)). Whether the cancellation of
FUTURE FIELD SOLUTIONS, LLC, et al. v. ERIK VAN NORSTRAND, Slip Copy (2026) © 2026 Thomson Reuters. No claim to original U.S. Government Works.37the Lockheed-Future Field contract and next-day issuance of the Lockheed-PeriArchon contract in effectconstitutes a “transfer of assets” is not fleshed out in the papers.17Even if these counts had been properly asserted against PeriArchon, however, they would fail. Mr. VanNorstrand has never been a member of PeriArchon, and he can identify no duty PeriArchon or its membersowed him independent of Future Field.18The numbers Mr. Van Norstrand provides vary. In the Counterclaim, he alleges he was paid $24,513.21.(ECF No. 133 126). In the motion for summary judgment, he states he was paid $24,513.40. (ECF No. 247,at 39). His expert states that he was paid $24,513.41. (ECF No. 247-7, at 11). Given the insignificance of thevarying cents, the court will round to the nearest whole number.19Counterclaim Defendants style their motion for summary judgment as one on “all counts,” (ECF No. 238,at 1), but do not include a separate section for breach of contract in their motion or opposition. The courtacknowledges that they at least nominally move for summary judgment on this count.20As explained in the previous footnote, the court rounds to the nearest whole number due to the varyingnumbers Mr. Van Norstrand provides.21The number in Mr. Van Norstrand's brief and Mr. Smigocki's report is $38,179, (ECF Nos. 247, at 20; 247-7,at 46), but the number in the spreadsheet showing Mr. Smigocki's work is $38,173, (ECF No. 247-7, at 50).This $6 discrepancy appears in the adjusted capital account balance, too. (ECF No. 247-7, at 50–51). At thisstage, the court merely notes this minor inconsistency and uses the figures in the spreadsheet.22The duty of loyalty is simply one type of fiduciary duty. See Plank v. Cherneski, 469 Md. 548, 601 (2020)(“[A] fiduciary relationship will have ‘general responsibilities that are common to all settings[,]’ such as a dutyof loyalty[.]” (second alteration in original) (quoting Restatement (Third) of Torts: Liability for Economic Harm§ 16 cmt. a)).23The court's previous summary judgment opinion stated that Mr. Van Norstrand “ha[d] not satisfied the elementof harm because the record d[id] not contain any evidence regarding the valuation of [his] membershipinterest.” (ECF No. 145, at 47). Mr. Van Norstrand represents this holding as resting on “missing...evidenceof damages.” (ECF No. 247, at 24). To clarify, harm and damages are distinct in this context. Demonstratingthe inadequacy of Counterclaim Defendants’ valuation of Mr. Van Norstrand's membership interest showsharm but does not entitle Mr. Van Norstrand to damages on his breach of fiduciary duty and duty of loyaltyclaims. Instead, a showing of harm could support equitable relief.24The Eastland court reserved the question of whether a plaintiff seeking equitable relief for injury to thecorporate entity must seek such relief derivatively. See Eastland, 486 Md. at 37 n.18. That said, the natureof the inquiry is traditionally focused on the injury rather than the type of remedy sought. Id. at 38; see also 3James D. Cox & Thomas Lee Hazen, Treatise on the Law of Corporations § 15:3 (4th ed. 2025) (collectingnumerous cases in which derivative suits seek equitable relief). Thus, a holding that a claim for equitable relieffor corporate injury need not be brought derivatively would mark a departure from traditional practice. Anydecision on that matter is within the Maryland Supreme Court's exclusive purview. Accordingly, the court willproceed on the assumption that all equitable relief Mr. Van Norstrand seeks must redress either a particularinjury to him in a direct claim or a corporate injury in a derivative claim.25The court noted in January 2025 its “skepticism...as to whether it's appropriate at this late date to seek toamend.” (ECF No. 209, at 8). Nearly a year later, amendment is only less appropriate, particularly when notsought properly. Amendments to conform to evidence during or after trial are proper when an issue is triedby consent. Fed.R.Civ.P. 15(b)(2). That is not the situation here.
FUTURE FIELD SOLUTIONS, LLC, et al. v. ERIK VAN NORSTRAND, Slip Copy (2026) © 2026 Thomson Reuters. No claim to original U.S. Government Works.3826In his reply, Mr. Van Norstrand cites Alternatives Unlimited for the proposition that “[e]quitable accountingremains available in Maryland.” (ECF No. 268, at 32). That is concerning. In Alternatives Unlimited, the courtdenied the accounting request, explaining that “an equitable accounting has been rendered obsolete by themodern rules of discovery.” 155 Md.App. at 511.27In addition, Mr. Van Norstrand makes several new arguments in his reply. These arguments, as CounterclaimDefendants point out, are nonsensical for a variety of reasons and the court will not entertain them.28Although Counterclaim Defendants have not identified a duty to disclose such information to the primecontractor in addition to the government, such a duty would seem to be necessarily implied to ensure thatthe prime contractor can satisfy its own reporting obligations to the government.29Once again, Mr. Van Norstrand raises a new allegation in his motion for summary judgment on the CFAAcount related to conduct occurring a year and a half after he filed the Counterclaim, without seeking leaveto supplement his Counterclaim. (ECF No. 247, at 35). In his reply, he raises additional new allegations onthe SCA and CFAA counts. (See ECF No. 268, at 43–48). For the reasons previously stated, the court willnot consider these new claims.30Also unavailing are Mr. Van Norstrand's requests for injunctive relief under the SCA and CFAA to returnhis access to the Google Workspace Account and delete their copies of his personal data. Equitable reliefrequires proof of irreparable injury for which there are inadequate remedies at law. Monsanto Co. v. GeertsonSeed Farms, 561 U.S. 139, 156–57 (2010) (quoting eBay Inc. v. MercExchange, L.L.C., 547 U.S. 388, 391(2006)). Because Mr. Van Norstrand has retained access to the personal data contained within the GoogleWorkspace Account, see infra section IV.C.6, he would need to establish that his lack of access to the GoogleWorkspace Account itself, apart from the data within, has caused him irreparable injury for which there areinadequate remedies at law. No explanation to that effect appears in his papers. Likewise, he does notexplain why Counterclaim Defendants’ retention of copies of personal data that he exposed to them in thefirst instance causes him irreparable injury.31The court will assume that emails are the type of intangible property that can support a conversion claim,because even with that assumption, Mr. Van Norstrand's claim fails.32Out of respect for Mr. Van Norstrand's privacy, the court will not include his personal email addresses in theopinion and instead will refer to them generically.33Mr. Van Norstrand admits that he conducted a bulk download of data in 2022 to another email account of his.(ECF No. 252-2, at 307–08). That bulk download appears to have occurred on April 4, 2022. (See ECF Nos.255-2, at 846; 256-1, at 2–3). The bulk download was conducted from the same IP address as the February28, 2022, Google Take-Out.34Mr. Reese points to Documents 58 and 59 in the Joint Record Extract as further support for this fact. (ECFNo. 252-3, at 8– 9). Document 58 appears to be missing. (See ECF No. 255-3, at 93–94). Document 59offers some support because it indicates that various files were synchronized from an Outlook account to thecompany laptop, though the metadata provided does not specify whose Outlook account. (See id. at 96–97).The other information Mr. Reese provides, however, makes apparent that the synchronization occurred.35As a threshold matter, Counterclaim Defendants argue that an absolute litigation privilege bars Mr. VanNorstrand's invasion of privacy claim. (ECF No. 238, at 51). In Maryland, there is “an absolute litigationprivilege that immunizes litigation participants from liability in tort for words spoken or written in the course ofa judicial proceeding.” O'Brien & Gere Eng'rs, Inc. v. City of Salisbury, 222 Md.App. 492, 508 (2015) (citingHunckel v. Voneiff, 69 Md. 179 (1888)). The privilege traditionally applied to bar defamation claims arisingfrom statements made during the course of judicial proceedings but has expanded to bar “other torts [that]
FUTURE FIELD SOLUTIONS, LLC, et al. v. ERIK VAN NORSTRAND, Slip Copy (2026) © 2026 Thomson Reuters. No claim to original U.S. Government Works.39arise from the same conduct.” Id. at 512 (quoting Mixter v. Farmer, 215 Md.App. 536, 547 (2013)). Thus, theprivilege can bar other theories of recovery premised on publication of information. Accordingly, CounterclaimDefendants might be correct that the privilege bars the unreasonable publicity claim, but the privilege doesnot bar the intrusion upon seclusion claim, which has no publication element.36Mr. Van Norstrand cannot retain a reasonable expectation of privacy in the personal data located inthe Microsoft365 Account after effectively waiving that expectation regarding the same personal data inthe Google Workspace Account. Thus, the court need not address whether, in isolation, the purportedinadvertence of Mr. Van Norstrand's migration of his personal data to the Microsoft365 Account would havepreserved his expectation of privacy.37Mr. Van Norstrand has since amended his Counterclaim twice, and it now includes eighteen counts, one ofthe additional counts being the invasion of privacy count.38Accordingly, the court need not reach Counterclaim Defendants’ final argument that Mr. Van Norstrand hasnot adequately alleged damages. In any event, evidence of damages is lacking as explained for Counts Xand XI.39Mr. Van Norstrand's motion for summary judgment does not elaborate beyond simply arguing that thestipulated dismissal was “improperly filed.” (ECF No. 247, at 36). The court understands Mr. Van Norstrand'sargument to be the same as the Rule 41 versus Rule 15 argument he made in his opposition to CounterclaimDefendants’ earlier motion for clarification, (ECF No. 222, at 3), though he does not incorporate that argumentby reference.40A proposed amendment to Rule 41(a) would permit a plaintiffvoluntarily to dismiss one or more individual claims. SeeCommittee on Rules of Practice and Procedure of the JudicialConference of the United States, Preliminary Draft: ProposedAmendments to the Federal Rules of Appellate, Bankruptcy,Civil, and Criminal Procedure, and the Federal Rules of Evidence51–54 (2025), https://www.uscourts.gov/sites/default/files/document/preliminary-draft-of-proposed-amendments-to-federal-rules_august2025.pdf [https://perma.cc/E3XK-6NXK].41Traditional res judicata doctrine is not a neat fit herebecause the same litigation is ongoing; there is no prior suit.The Langhoff case is helpful on this front and apparently “theonly Maryland case...that provides any guidance on how toassess this issue.” Ross, 2021 WL 6197418, at *7. In Langhoff,the plaintiff brought a count for assumpsit and a count for breach
FUTURE FIELD SOLUTIONS, LLC, et al. v. ERIK VAN NORSTRAND, Slip Copy (2026) © 2026 Thomson Reuters. No claim to original U.S. Government Works.40of fiduciary duty, among others; it voluntarily dismissed theassumpsit count with prejudice. The defendant then argued thatthe dismissal with prejudice of the assumpsit count precluded thebreach of fiduciary duty count. See Langhoff, 81 Md.App. at 442–43, 445. The court held that although the assumpsit count wasconclusively dismissed, the breach of fiduciary duty count was notprecluded within the same litigation because plaintiffs may pursuealternative theories of recovery. Id. at 445–46. “If, however,the causes of action are only technically different, or are thesame, then dismissal with prejudice of one necessarily precludeslitigation of the other.” Id. at 446 (citation modified). It isclear, then, if not self-explanatory, that dismissals withprejudice are preclusive within the same litigation as to theparticular counts dismissed, although not to the broadertransaction or occurrence giving rise to the counts.42Mr. Van Norstrand responds in his reply to arguments he attributes to Counterclaim Defendants regardingthe economic loss doctrine and the statute of limitations. (ECF No. 268, at 60–61). Counterclaim Defendantsmake no such arguments.43For the first time in his reply, Mr. Van Norstrand also alleges a new conspiracy involving PeriArchon. Thecourt does not entertain this argument.44When the parties jointly stipulated to the dismissal with prejudice of Mr. Van Norstrand's defamation count,they agreed that they did so in exchange for Counterclaim Defendants’ counsel refraining from questioningMr. Van Norstrand about his resume. To ensure the fairness of the bargain, it appears the parties shouldhave also dismissed any civil conspiracy claim derivative of the defamation claim that would have requiredproof of liability for defamation. The parties did not do so, either due to an oversight or an understanding thatthe civil conspiracy claim was not actually predicated on liability for defamation.45In his reply, Mr. Van Norstrand again deviates sharply from all his previous arguments. He transforms CountXVIII into a request to redo the wind-up of Future Field, to be overseen by a special master. (ECF No. 268,at 65–67). This request is another impermissible effort to supplement his pleadings through briefing.46Counterclaim Defendants’ partial motion for summary judgment on Mr. Van Norstrand's requests for punitivedamages, attorney's fees and litigation costs, and prejudgment interest, (ECF No. 238, at 120–32), is deniedas moot, as it relates to these counts.47The court did not hear from counsel for PeriArchon on the matter.
FUTURE FIELD SOLUTIONS, LLC, et al. v. ERIK VAN NORSTRAND, Slip Copy (2026) © 2026 Thomson Reuters. No claim to original U.S. Government Works.4148Mr. Van Norstrand also seeks the disqualification ofCounterclaim Defendants’ counsel. (ECF No. 249, at 3). The cruxof his contention is that an attorney represented Future Fieldthrough cancellation in April 2025 regarding the wind-up, and thatattorney's firm also represented Counterclaim Defendants beginningin February 2025. Thus, he alleges that, at least for the periodbetween February and April 2025, their counsel was conflictedbecause counsel simultaneously represented Future Field andCounterclaim Defendants at a time Mr. Van Norstrand believesCounterclaim Defendants had interests adverse to Future Field.(Id.). Cancellation of Future Field was permitted as early aslate December 2024, when counsel was not conflicted and FutureField had “no hard assets; no inventory; no accounts receivable;and minimal cash on-hand.” (ECF No. 239-2, at 3). Thus, there isno basis to conclude that Future Field's interests weremeaningfully adverse to those of Counterclaim Defendants betweenFebruary and April 2025. See Md. R. Attorneys, Rule 19-301.7(a).49While entry of default may be appropriate, that does not mean that a judgment will follow. Mr. Van Norstrandwill need to demonstrate that the facts alleged give rise to liability, Agora Fin., LLC v. Samler, 725 F.Supp.2d491, 494 (D.Md. 2010), and then he will need to provide evidence of damages, either through documentaryevidence or at a hearing, United States v. Moschonas, No. 19-cv-332-DKC, 2020 WL 6545884, at *2 (D.Md.Nov. 6, 2020).50To the extent Mr. Van Norstrand requests a show-cause order as to why sanctions should not be imposed onCounterclaim Defendants for accusing him of using artificial intelligence, (ECF No. 274, at 12), the requestis denied. His separate request for a show-cause order related to the alleged malware in CounterclaimDefendants’ discovery productions was not raised in a separate motion and will not be considered.51Also pending is Mr. Van Norstrand's unopposed motion for leave to file sur-reply to Counterclaim Defendants’motion to preclude consideration of new arguments and request for a show- cause order. (ECF No. 276).Sur-replies “are highly disfavored in this District,” but may be permitted when the opposing party raised anew matter for the first time in its reply brief. Medish v. Johns Hopkins Health Sys. Corp., 272 F.Supp.3d719, 722 (D.Md.2017) (quoting Roach v. Navient Sols., Inc., 165 F.Supp.3d 343, 351 (D.Md. 2015)). In his motion, Mr. VanNorstrand states that Counterclaim Defendants’ reply “raises new arguments, including those related to theirproduction of virus-infected discovery.” (ECF No. 276 5). It is true that Counterclaim Defendants addressthe alleged production of virus-infected discovery in their reply, which they had not discussed in their motion.
FUTURE FIELD SOLUTIONS, LLC, et al. v. ERIK VAN NORSTRAND, Slip Copy (2026) © 2026 Thomson Reuters. No claim to original U.S. Government Works.42They do so, however, because Mr. Van Norstrand raised the matter in his opposition rather than in a separatemotion. Accordingly, Counterclaim Defendants did not raise a new matter on which Mr. Van Norstrand hadnot been heard. Mr. Van Norstrand's motion is denied.End of Document© 2026 Thomson Reuters. No claim to original U.S. Government Works.
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