United States District Court, D. Maryland
NORTHSTAR SERVICES, LTD. Plaintiff
MJM INVESTMENT PROPERTIES, LLC Defendant
MEMORANDUM AND ORDER STAYING CASE
J. Garbis United States District Judge.
Court has before it Defendant MJM Investment Properties,
LLC's (“MJM's”) Motion to Stay
Proceedings [ECF No. 11],  and the materials submitted relating
thereto. The Court finds a hearing unnecessary.
discussed in detail herein, the instant case and a case
pending in a New Jersey state court are related.
pertinent hereto, in the New Jersey case,  Martin Marano
(“Marano”) and Northstar Services, Ltd.
(“Northstar”) are asking the court to decide
whether Marano or Northstar owns the right to collect $784,
908.00 from MJM Investment Properties, LLC
instant case, Northstar seeks to have this Court enforce
against MJM certain rights that are in dispute in the New
Jersey case. The Court can enforce these rights as Northstar
wishes only if Northstar is determined to own the rights at
instant motion, MJM seeks to have the Court stay the instant
case pending resolution in the New Jersey case of the
ownership of the rights at issue.
times pertinent hereto, Marano and his wife have owned all
the membership interests in MJM, an entity engaged in certain
commercial operations not here relevant.
2012, Marano was the sole owner of the stock of Northstar, a
Delaware corporation with its principal place of business in
New Jersey, engaged in the trucking business. On August 12,
2012, Northstar and MJM entered into an agreement whereby MJM
agreed to pay Northstar $784, 908.00 for certain services and
advances. The agreement, made between an entity owned by
Marano and an entity owned jointly by Marano and his wife, is
referred to as the “Loan Agreement.”
December 30, 2013, Marano entered into an agreement, entitled
“Stock Purchase Agreement (“the SPA”)
whereby four individuals (“the Buyers”) bought all
of the shares of Northstar, but certain assets of Northstar
were effectively excluded from the transaction. Hence, on the
closing date, January 31, 2014, the Buyers owned all shares
of Northstar, but Northstar did not thereafter continue to
own certain assets. As pertinent hereto, the parties dispute
whether after January 31, 2014, Northstar continued to own
the right to enforce the Loan Agreement against MJM.
January 12, 2016, Marano filed an Amended Complaint in the
New Jersey case seeking, among other things, a declaratory
judgment establishing that Northstar did not own the right to
enforce the Loan Agreement against MJM but that he
personally owned that right. Essentially, the question
presented was whether, by virtue of the SPA, Northstar ceased
to own the right to enforce the Loan Agreement and it was
then owned by Marano. The New Jersey litigation remains
pending, and the New Jersey court is proceeding to answer the
December 16, 2016, Northstar filed the instant law suit
seeking, among other things, to enforce the Loan Agreement
and require MJM ...