OHI Asset HUD Delta, LLC v. REIT Solutions II, LLC, et al.

Summary

The Appellate Court of Maryland affirmed dismissal of a declaratory-relief action for lack of personal jurisdiction over foreign entities involved in the sale and leaseback of nursing facilities located outside Maryland. The court held that the entities did not transact business in Maryland under Maryland's long-arm statute because they lacked Maryland offices, agents, solicitation, negotiations, or payment receipts connected to the promissory notes. The court also held that a Maryland forum-selection clause in a related subordination agreement did not bind the non-signatory entities under the closely related doctrine because the claim did not arise from their relationship to that agreement.

Holdings

1. The appellees did not transact business in Maryland within the meaning of Md. Code Ann., Cts. & Jud. Proc. § 6-103(b)(1), and their contacts with Maryland were insufficient to support specific personal jurisdiction or satisfy due process.
2. The Maryland forum-selection clause in the subordination agreement did not confer jurisdiction over the appellees because the appellant's declaratory claim arose from the promissory notes, not from the subordination agreement.

Questions Presented

1. Whether the appellees transacted business in Maryland within the meaning of Maryland's long-arm statute, Md. Code Ann., Cts. & Jud. Proc. § 6-103(b)(1), such that the Maryland courts could exercise specific personal jurisdiction over them concerning the promissory notes.
2. Whether a Maryland forum-selection clause in a subordination agreement signed by the appellees' affiliates conferred personal jurisdiction over the nonsignatory appellees under the closely related doctrine.

Disposition

affirmed