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Ellicott Dredges, LLC v. Ananda Shipyard & Slipways Ltd.

United States District Court, D. Maryland

September 14, 2018

Ellicott Dredges, LLC
v.
Ananda Shipyard & Slipways LTD,

          MEMORANDUM

          CATHERINE C. BLAKE UNITED STATES DISTRICT JUDGE.

         Ellicott Dredges, LLC has sued Ananda Shipyard & Slipways LTD for declaratory relief as to the scope' of the parties' obligations under one of their contractual agreements and for breach of contract. (ECF No. 4). Ananda now moves to dismiss Ellicott's claims for lack of personal jurisdiction. (ECF No. 5). For the reasons stated below, Ananda's motion will be denied.

         Background

         As part of a plan to "build and sell dredges, ancillary crafts and accessories.to the government of Bangladesh," Ellicott and Ananda executed a Joint Venture Agreement on January 19, 2012. (Am. Compl., ECF No. 4, at ¶¶ 6-7). About a year later, the parties also signed a License Agreement through which Ellicott licensed some of its products to Ananda. (Id. at ¶ 9). The License Agreement imposed non-compete clauses on both parties. Ananda was not to "enter into any other agreement of a similar nature for cutter dredges, with any other person, organization or business entity, while [the License Agreement] is in effect and for a period of three . .. years after its expiration or termination for any reason." (Id. at ¶ 10). Ellicott agreed not to "enter into any agreement with another shipyard for similar business in Bangladesh." (Id. at ¶ 12). In clause 7.6, the License Agreement also stated that all disputes arising under the agreement would be resolved by the federal district court in Baltimore, Maryland:

Notwithstanding what is provided elsewhere in the Contract, disputes regarding the license agreement. . . will be handled as provided below in this clause 7.6 .. . . [Ananda] . . . hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the (federal) courts of the State of Maryland and of the United States of America (located in the City of Baltimore) for any actions, suits or proceedings arising out of or relating to this clause of this agreement.

(Id., Ex. B at ¶ 7.6).

         The parties' Joint Venture was successful, winning several contracts from the Bangladeshi government, and as a result Ananda entered four different Purchase Orders, governed by "the laws of the State of Maryland," with Ellicott (Id. at ¶¶ 13-25; Exs. C-F). As part of these Orders, Ananda was to secure letters of credit from specific banks. (Id., Exs. C-F).

         Ellicott alleges that Ananda violated several provisions of these orders, including its obligation to acquire letters of credit. (Id. at ¶¶ 28, 31-33). As a result of these breaches, the parties entered a Separation Agreement in December 2014, formally titled "Amendments to Deed of Agreement dated 19th January, 2012 and License Agreement dated March 15, 2013." (Id. at ¶ 34; Ex: G). By its own terms, the Separation Agreement was executed "to supplement and/or alter certain provisions of the [Joint Venture Agreement] and License Agreement in order to elucidate the extent and the ambit of relationship between the parties." (Id., Ex. G at ¶ H). Among other things, the Separation Agreement removed the non-compete restrictions on Ellicott's conduct. (Id. At ¶ 38; Ex. G at ¶6). The Separation Agreement also stated that the Separation Agreement, "the [Joint Venture Agreement] and the License Agreement and all noncontractual obligations arising from or in connection with the same shall be governed and enforced in accordance with the governing law and enforcement provisions contained in Clause 7.6 of the License Agreement." (Id., Ex'. G at ¶ 7). Despite these modifications, Ananda sent Ellicott a demand letter in December 2017 claiming that Ellicott violated the non-competition provision of the license Agreement. (Id. at ¶ 42).

         A month later, Ellicott filed suit seeking a declaratory judgment on the parties' rights and obligations under the Separation Agreement and claiming that Ananda has breached its obligations under the Joint Venture Agreement, Purchase orders, and License Agreement, as amended by the Separation Agreement. (Id. at ¶¶ 48-51, 58-60).

         Standard of Review

         To survive a motion to dismiss for failure to state a claim, the factual allegations of a complaint "must be enough to raise a right to relief above the speculative level on the assumption that all the allegations in the complaint are true (even if doubtful in fact)." Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 555 (2007) (internal citations omitted). "To satisfy this standard, a plaintiff need not 'forecast' evidence sufficient to prove the elements of the claim. However, the complaint must allege sufficient facts to establish those elements." Walters v. McMahen, 684 F.3d 435, 439 (4th Cir. 2012) (citation omitted). "Thus, while a plaintiff does not need to demonstrate in a complaint that the right to relief is 'probable,' the complaint must advance the plaintiffs claim 'across the line from conceivable to plausible.'" Id. (quoting Twombly, 550 U.S. at 570). And the plaintiff typically must do so by relying solely on facts asserted within the four corners of his complaint. Zak v. Chelsea Therapeutics Intern., Ltd., 780 F.3d 597, 606-07 (4th Cir. 2015).

         To survive a motion to dismiss for lack of personal jurisdiction based on the complaint and motion papers, the "plaintiff need only make a prima facie showing of personal jurisdiction," Grayson v. Anderson, 816 F.3d 262, 268 (4th Cir. 2016). "In deciding whether the plaintiff has made the requisite showing, the court must take all disputed facts and reasonable inferences in favor of the plaintiff." Carefirst of Maryland, Inc. v, Carefirst Pregnancy Centers, Inc., 334 F.3d 390, 396 (4th Cir. 2003).

         Analysis

         Ananda argues the court lacks personal jurisdiction over it and therefore the court must dismiss Ellicott's suit. A court's assertion of personal jurisdiction over a nonresident defendant must comply with two requirements: "(1) the exercise of jurisdiction must be authorized under the state's long-arm statute; and (2) the exercise of jurisdiction must comport with the due process requirements of the Fourteenth Amendment." Carefirs ...


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