United States District Court, D. Maryland
CATHERINE C. BLAKE UNITED STATES DISTRICT JUDGE.
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.
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
(Id., Ex. B at ¶ 7.6).
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).
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).
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).
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).
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).
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."