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P and two others sold to the predecessors of D undeveloped property. One was a six-acre parcel approved for the construction of a domiciliary care facility, and the other was a four-acre parcel approved for commercial development. D entered into a consulting services agreement with P for the two parcels of land. P agreed, as to one parcel, to obtain City of Frederick approvals for a change in the 'Approved Plan' to allow the developer to construct multi-story residential condominium units and, as to the other parcel, to perform unspecified services. The agreement provided for the amount of P's compensation to be calculated based on two possible future events. If the property were sold by D, P would receive 50% of the 'Net Profit,' and if D elected to build the condominium units and obtained the necessary permits, P would receive 50% of the 'Net Appraised Value' of the parcel. No provision addressed the amount of P's compensation if the developer neither sold the property nor proceeded with building the units, but rather just held the property. Under the agreement, P's compensation became payable on (1) the date the property was sold; (2) the date that building permits were obtained for construction on the property; or (3) January 1, 2015, whichever was the earliest. Two years later, the parties executed an amendment to the Consulting Services Agreement to retain P to perform services in connection with the development of the Commercial Parcel. The Amended Consulting Services Agreement mirrored the Consulting Services Agreement. P obtained the necessary approvals from the City of Frederick and otherwise performed the services he was hired to do. D refused payment because it had neither sold the parcels nor elected to build on them, which, it claimed, were conditions precedent to payment. The district court rejected the argument based on its reading of the agreements' terms. It concluded that 'the only condition precedent is that P obtain approval for the Proposed Use, and he unquestionably did so.' The district court found that D had breached the agreements in refusing payment and awarded Martz $1,941,250 by applying principles of unjust enrichment. D appealed.

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