ALEXANDER WILLIAMS, Jr., District Judge.
Pending before the Court is Defendants' Motion to Dismiss. The Court has reviewed the record and deems a hearing unnecessary. For the following reasons, the Court GRANTS Defendants' Motion to Dismiss.
I. FACTUAL AND PROCEDURAL BACKGROUND
Plaintiff Linda Shider is a Maryland resident. Plaintiff is the widow and Executrix of the Estate of Garry Marshall Shider ("Shider"). Shider, who died of cancer in 2010, was a famous musician and guitarist. Shider is mainly known for his work with the legendary funk band Parliament-Funkadelic. Shider co-wrote over 375 songs during his lifetime and is a Rock and Roll Hall of Fame inductee. The appellation "the Shiders" refers to Plaintiff and the late Shider.
Defendant Bridgeport Music, Inc. ("Bridgeport") is a Michigan corporation that is located in Michigan. Bridgeport engages in music publishing. Defendant Armen Boladian ("Boladian") also resides in Michigan and owns Bridgeport. Unless otherwise noted, the designation "Defendants" refers to Bridgeport, Boladian, or both.
Shider joined Parliament-Funkadelic in 1971 and co-authored numerous songs between 1971 and 1983. At least some of this songwriting took place in Detroit, Michigan. Doc. No. 1-2 at 2. During this period, Shider entered into various agreements with Defendants that purported to transfer Shider's copyright interests in his songs to Defendants. For simplicity's sake, the Court collectively refers to these agreements as "Single Song Agreements." Plaintiff alleges that the Single Song Agreements were invalid and fraudulent. Allegedly, Defendants would have Shider and other musicians sign blank Single Song Agreements and later fill in their terms. One such term was what share of the royalties belonged to a particular co-author.
Plaintiff generally alleges that Defendants did not pay Shider enough royalties from the Single Song Agreements. Specifically, Plaintiff alleges that Defendants failed to pay Shider royalties for these songs at all or failed to pay him his rightful share of the royalties. In this connection, Defendants allegedly would give Shider purported loans or advances on his royalty payments. This scheme allegedly created the appearance that Shider was perpetually indebted to Defendants even though they owed him royalty payments.
At an unspecified point in time, the Shiders moved to Upper Marlboro, Maryland. In 1992, Defendants bought the Shiders a house and advanced Shider $150, 000 in connection with the sale. In 1997, Defendants transferred title of the house to the Shiders. Apparently, Defendants recouped this money by withholding some or all of Shider's royalty payments. During this period, Defendants apparently continued making purported royalty payments to Shider.
In 2009, Defendants contacted Shider in Maryland and proposed that he enter into a Writer's Share Purchase Agreement ("Purchase Agreement" or "Agreement"). Shider executed the Agreement on September 23, 2009. The Purchase Agreement is essentially an instrument whereby Defendants purported to purchase all of Shider's rights to his songs. The Agreement recites a consideration of $290, 000. Plaintiff does not dispute that Defendants paid the recited consideration.
The Agreement also contains a provision that figures centrally in this case. Section 12(f) contains both a forum-selection and choice-of-law clause requiring disputes under it to be brought in Wayne County, Michigan and adjudicated by Michigan law. Pertinently, section 12(f) states:
This Agreement shall be deemed to be made in the State of Michigan and its validity, construction and effect shall be governed by the laws of the State of Michigan applicable to agreements wholly performed therein. All disputes under this Agreement shall be submitted exclusively to the State or Federal Courts located in Wayne County, Michigan, each party hereby agreeing to submit to the jurisdiction of said Courts.
Doc. No. 1-6 § 12(f), at 7.
Plaintiff alleges that Shider was incapacitated when he executed the Purchase Agreement. According to Plaintiff, Shider was addicted to alcohol and drugs when he signed the Agreement. Plaintiff further alleges that Shider was suffering from an undiagnosed brain tumor at this time. Shider passed away on June 16, 2010.
On February 19, 2013, based on the foregoing allegations, Plaintiff filed her Complaint. Count I is for fraud. Count I is written broadly and subsumes Defendants' alleged fraud in connection with both the Single Song Agreements and Purchase Agreement. In Counts II-IV, Plaintiff asks the Court to declare that the Purchase Agreement is invalid due to lack of capacity, failure of consideration, and no meeting of the minds. Plaintiff alleges in Count V that Defendants have continued to make money on Shider's works by allowing musicians to sample them and that Defendants have not paid Shider for these derivative compositions.
On July 3, 2013, Defendants filed a Motion to Dismiss for Lack of Personal Jurisdiction and Improper Venue (Motion to Dismiss). Doc. No. 1. Defendants argue that the Court's exercise of personal jurisdiction over them would violate due process because they have no meaningful contacts with Maryland. Defendants further argue that venue is improper in view of their lack of contacts with Maryland ...