United States District Court, D. Maryland
OSIRIS THERAPEUTICS, INC.
MIMEDX GROUP, INC.
Catherine C. Blake, United States District Judge.
pending before the court is a motion to dismiss for lack of
personal jurisdiction or, in the alternative, for failure to
state a claim, filed by defendant MiMedx Group, Inc.
("MiMedx"). This dispute arises between Osiris
Therapeutics, Inc. ("Osiris"), a Maryland
corporation, and MiMedx, a corporation incorporated in
Florida with its primary place of business in Georgia. For
the reasons outlined below, MiMedx's motion to dismiss
for lack of personal jurisdiction will be granted. The issues
have been briefed and no oral argument is necessary.
See Local Rule 105.6 (D. Md. 2018).
is a regenerative medicine company based in Maryland. (Compl.
¶ 20, ECF No. 1). MiMedx, a competitor of Osiris, also
produces products that serve the wound and orthopedic
medicine market. (Id. ¶ 21). In 2013, Osiris
entered into a distribution agreement (the "Distribution
Agreement") with Stability Biologies
("Stability"). (Id. ¶ 4). Under the
Distribution Agreement, which expired December 31, 2015,
Stability agreed to sell Osiris's products to hospitals
and clinics. (Id. ¶ 3-4). Stability also agreed
to protect Osiris's confidential information, including
its customer lists. (Id. ¶ 4). In the last
quarter of 2015, Osiris pre-paid Stability $1.28 million in
commissions under the assumption that Stability would adhere
to the Distribution Agreement and sell the Osiris products in
its possession. (Id. ¶ 10).
January 13, 2016, MiMedx acquired Stability. (Id.
¶ 7). In the lead-up to this acquisition,
Stability's sale of Osiris products slowed substantially,
and Stability ultimately did not sell $2.2 million worth of
Osiris's products. (Id. ¶ 9). These
products expired in Stability's warehouse and Stability,
acting under MiMedx's direction, did not compensate
Osiris for the expired products or reimburse the $1.28
million commission payment that Osiris had advanced.
(Id.). In March 2016, Stability stopped making
payments it owed Osiris under a payment plan (the
"Ovation Payment Plan"), leading to an additional
loss for Osiris of $2, 950, 075.00. (Id. ¶ 12).
Osiris alleges that Stability and MiMedx also improperly
accessed Osiris's customer lists and sales information,
and began selling MiMedx's products to Osiris customers.
(Id. ¶ 11). In total Osiris claims to have
sustained $6, 751, 416.21 in damages, not including the
unascertainable damage that resulted from MiMedx's use of
Osiris's proprietary information. (Id. ¶
April 2, 2018, Osiris brought suit against MiMedx alleging:
(1) breach of the Ovation and Grafix Sales
contract; (2) conspiracy to breach the Ovation and
Grafix Sales contract; (3) tortious interference with the
Ovation and Grafix Sales contract; (4) civil conspiracy to
interfere with the contract for Ovation and Grafix sales; (5)
misappropriation of Osiris's information under the
Maryland Uniform Trade Secrets Act ("MUTS A"); (6)
unfair competition; (7) civil conspiracy to misappropriate
Osiris's information under MUTS A; (8) civil conspiracy
to commit unfair competition; (9) breach of the Ovation
Payment Plan; (10) conspiracy to breach the Ovation Payment
Plan contract; (11) tortious interference with the Ovation
Payment Plan contract; and (12) civil conspiracy to interfere
with the Ovation Payment Plan contract. (Id.
¶¶ 42-111). Osiris seeks monetary damages.
personal jurisdiction is properly challenged under Rule
12(b)(2), the jurisdictional question is to be resolved by
the judge, with the burden on the plaintiff ultimately to
prove grounds for jurisdiction by a preponderance of the
evidence." Carefirst of Maryland, Inc. v. Carefirst
Pregnancy Centers, Inc., 334 F.3d 390, 396 (4th Cir.
2003) (citing Mylan Labs., Inc. v. Akzo, N.V., 2
F.3d 56, 59-60 (4th Cir. 1993)). If the court resolves the
personal jurisdiction question without an evidentiary
hearing, "the plaintiff need only make a prima facie
showing of personal jurisdiction." Carefirst,
334 F.3d at 396 (citing Combs v. Bakker, 886 F.2d
673, 676 (4th Cir. 1989)). In assessing whether the plaintiff
has carried this burden, the court resolves all disputed
facts and reasonable inferences in the plaintiffs favor.
Carefirst, 334 F.3d at 396 (citing Mylan Labs,
2 F.3d at 60).
federal court to exercise personal jurisdiction over a
foreign defendant, two hurdles must be surpassed. First, the
forum state's long-arm statute must be satisfied. Second,
the forum state's exercise of personal jurisdiction must
comport with due process. Consulting Engineers Corp. v.
Geometric Ltd., 561 F.3d 273, 277 (4th Cir. 2009). The
Maryland long-arm statute "authorize[s] the exercise of
personal jurisdiction to the full extent allowable under the
Due: Process Clause." CSR, Ltd. v. Taylor, 411
Md. 457, 473 (2009) (quoting Bond v. Messerman, 391
Md. 706, 721 (2006)). Because the court finds that the
exercise of personal jurisdiction over MiMedx would offend
the Due Process Clause, the court need not resolve whether
MiMedx's actions satisfy § 6-103(b)(4)'s
strictures. Md. Code Ann., Cts. & Jud. Proc. §
keeping with the Due Process Clause, a court may exercise
personal jurisdiction over a nonresident defendant if the
defendant has "minimum contacts" with the forum
state so that haling the defendant to court in the forum
state "does not offend traditional notions of fair play
and substantial justice." Int'l Shoe Co. v.
Washington, 326 U.S. 310, 316 (1945).-Depending on the
breadth of a nonresident defendant's contacts with the
forum state, a court may exercise either of two types of
jurisdiction: general or specific. The court will consider
each in turn.
with the Due Process Clause, general jurisdiction exists
where a nonresident defendant's contacts with the forum
are so "continuous and systematic" as to
"render [the nonresident defendant] essentially at home
in the forum State." Daimler AG v. Bauman, 571
U.S. 117, 127 (2014) (quoting Goodyear Dunlop Tires
Operations, S.A. v. Brown, 564 U.S.-915, 919 (2011)). A
corporation's place of incorporation and principal place
of business are the two paradigmatic bases for general
jurisdiction. Daimler, 571 U.S. at 760. Absent one
of these two bases, it may be possible to establish general
jurisdiction in an "exceptional case." Id.
at 761 n.19. But the corporation's operations in the
forum state must be "so substantial and of a such a
nature as to render the corporation at home in that
pleads that the court has personal jurisdiction over MiMedx
under § 6-103 (b)(4), but Osiris did not plead in its
complaint that this court may exercise general jurisdiction
over MiMedx, (Compl. ¶ 18). In its response to
MiMedx's motion to dismiss, Osiris appears to suggest
that the court may exercise general jurisdiction over MiMedx
because MiMedx operates an amniotic membrane tissue bank in
Maryland,  which is regulated by the Maryland
Department of Health and. Mental Hygiene, Office of Health
Care Quality and because MiMedx assumed Stability's debts
to Osiris. (Pl.'s Response Opp'n Mot. Dismiss
["Pl.'s Opp'n"] at 6, 7 n. 1, ECF No. 28).
A party may not amend their pleadings via briefing. See
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