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Felichko v. Schechter

United States District Court, D. Maryland

March 22, 2019

KEVIN FELICHKO Plaintiff,
v.
HARRY SCHECHTER, et al., Defendants.

          MEMORANDUM OPINION

          RICHARD D. BENNETT UNITED STATES DISTRICT JUDGE.

         Plaintiff Kevin Felichko ("Plaintiff or "Felichko") brings this action against Harry Schechter ("Schechter"), Jeremy MacDonald ("MacDonald"), Schechter Tech LLC ("Schechter Tech" or the "Company"), and Digi International, Inc. ("Digi") (collectively, the "Defendants") alleging that Defendants have unlawfully deprived Felichko of compensation owed to him from the sale of Schechter Tech to Digi. (Compl. ¶ 1, ECF No. 2.) This case was originally filed in the Circuit Court for Frederick County, Maryland and was removed to this Court based on diversity of citizenship, pursuant to 28 U.S.C. § 1332.

         Currently pending before this Court is Defendant Digi International Inc.'s Motion to Dismiss for Lack of Personal Jurisdiction and Failure to State a Claim (ECF No. 26) and Defendants Harry Schechter, Jeremy MacDonald and Schechter Tech LLC's Motion to Dismiss (ECF No. 28).[1] The submissions have been reviewed and no hearing is necessary. See Local Rule 105.6 (D. Md. 2016).

         For the following reasons, Digi's Motion to Dismiss (ECF No. 26) is GRANTED. Digi is DISMISSED for lack of personal jurisdiction.[2] The Motion to Dismiss filed by Schechter, MacDonald, and Schechter Tech (ECF No. 28) is GRANTED IN PART and DENIED IN PART. Specifically, this Court has jurisdiction with respect to the claims against Schechter, MacDonald, and Schechter Tech; Plaintiffs claim for Breach of Contract - Stock Options (Count IV), to the extent it is asserted against MacDonald and Schechter, is DISMISSED; and Plaintiffs claims for Breach of Contract - Covenants of Good Faith and Fair Dealing (Count III), Constructive Fraud (Count VII), Intentional Interference with Prospective Economic Advantage (Count X), and Bad Faith Termination (Count XI) are DISMISSED.

         The following claims remain:

Count

Asserted Against

Count I - Unjust Enrichment - Unit Options

Schechter, MacDonald, Schechter Tech

Count II - Unjust Enrichment - Intellectual Property

Schechter, MacDonald, Schechter Tech

Count IV - Breach of Contract - Stock Options

Schechter Tech

Count V - Declaratory Judgment - Ownership of Patents

Schechter, MacDonald, Schechter Tech

Count VI - Declaratory Judgment - Ownership of Units

Schechter, MacDonald, Schechter Tech

Count VITI - Fraud

Schechter, MacDonald, Schechter Tech

Count IX - Negligent Misrepresentation

Schechter

         BACKGROUND

         In ruling on a motion to dismiss, this Court "accept[s] as true all well-pleaded facts in a complaint and construe[s] them in the light most favorable to the plaintiff." Wikimedia Found, v. Nat'l Sec. Agency, 857 F.3d 193, 208 (4th Or. 2017) (citing SD3, LLC v. Black <& Decker (US) Inc., 801 F.3d 412, 422 (4th Cir. 2015)). This case arises out of Digi International, Inc.'s multi-million-dollar acquisition of Schechter Tech, a company owned and operated by Schechter and MacDonald. (Compl. ¶ 1, ECF No. 2.) Felichko has alleged that he received no compensation from the sale because of Schechter and MacDonald's scheme to defraud him, despite his hard work developing and patenting the intellectual property that was the Company's most valuable asset. (Id.)

         In 2002, Plaintiff Kevin Felichko of Frederick County, Maryland began working for Schechter, who resides in Massachusetts, as a part-time contracted software engineer on a project dubbed "Temperature Bug." (Id. at ¶ 17.) As he continued to work on the project, Temperature Bug became "Temperature"lert" and, subsequently, an asset of Schechter Tech. (Id.) By 2005, Felichko was performing work for both Temperature@Iert and another Schechter project called Any Bill. (Id. at ¶ 18-) Felichko's compensation was paid by Any Bill. (Id.) From 2005 until mid-2007, Felichko received about S6, 000 in compensation from Schechter and his companies. (Id.)

         After Schechter left Any Bill in 2007, he called Felichko in Maryland and told him that he could continue working for Temperature@lert under one of two compensation models. (Id. at ¶ 19.) Under the first model, Felichko would continue working in the same manner and receive occasional cash payments from Schechter as funds were available. (Id. at ¶ 20.) Under the second model, Felichko would continue his work at Temperaturc@lert in exchange for a long-term equity interest. (Id. at ¶ 21.) Felichko chose the second option (the equity-interest model). (Id. at ¶ 22.) Despite his promise to put this agreement in writing, Schechter did not provide Felichko with any written confirmation for over a year. (Id. at ¶¶ 22-23.) In die meantime, Felichko continued to work on Temperature@lert without any monetary compensation, in reliance on Schechter's promise that he would receive equity-based compensation. (Id. at ¶ 23.)

         On August 7, 2008, Felichko took time off from his other employment to work around the clock to resolve an issue with "Offsite Alert," Temperature"lert's core technology. (Id. at ¶ 24.) Over the course of three days, Felichko created a new product called "Sensor Cloud" that was vastly more efficient than Offsite Alert. (Id. at ¶ 25.) Eventually, Felichko and Schechter obtained patents on Sensor Cloud and related technologies. (Id. at ¶ 25.) Although Schechter and Felichko purportedly assigned the patents to Schechter Tech, Felichko did not receive any compensation for the transaction. (Id. at ¶ 26.)

         On October 8, 2008, Schechter sent an email to Felichko requesting updates on Felichko's progress on various projects he was developing for Schechter Tech. (Id. at ¶ 27.) Felichko responded on October 10, 2008 by email. (Id.) Felichko provided the requested updates and inquired about the status of the promised paperwork that would memorialize his equity interests in Schechter Tech. (Id. at ¶ 27.) Schechter responded by email and blamed "the lawyers" for taking too long on the documentation. (Id. at ¶ 28.) Schechter promised to make Felichko's "10% ownership official" and promised to "talk about cash and add'l [sic] incentives for you as the company grows." (Id.) These additional compensation options never materialized. (Id.)

         Later, Felichko received a document entitled "Schechter Tech LLC 2007 Unit Option Plan Unit Option Agreement" (the "Option Agreement"). (Id. at *\\ 29; ECF Nos. 2-3.) Felichko alleges that "2007" in the title was a misnomer; Schechter's emails to Felichko indicated that the document had not yet been prepared as of October 10, 2008, and the first page references the "2008 Unit Option Plan," although the date on the signed Option Agreement is November 1, 2007. (See id.) Felichko signed the Option Agreement in Maryland. (Compl. ¶ 30, ECF No. 2.) Schechter, as CEO of Schechter Tech, also signed it. (Id.) The Option Agreement specified that Felichko had the option to buy up to 1, 000, 000 units of Schechter Tech at the price of S0.0125 each. (Id. at ¶ 31.) Schechter assured Felichko that 1, 000, 000 units of Schechter Tech constituted ten percent of its total units (i.e., Schechter Tech was comprised of 10, 000, 000 units). (Id. at ¶ 32.) Felichko's options vested on the "Measurement Date" which, by the terms of the Option Agreement, was November 1, 2008. (Wat¶33.)

         The Option Agreement incorporates by reference the "Company's 2008 Unit Option Plan (as the same may be amended from time to time, the "Plan")." (Id. at ¶ 34; ECF No. 2-3.) Schechter Tech has refused to provide all versions of the Plan to Felichko. (Compl. ¶ 35, ECF No. 2.) Schechter Tech has provided Felichko only with the "Schechter Tech LLC 2007 Unit Option Plan." (Id.) While Article I of this document refers to itself as the "2008 Unit Purchase Option Plan," it did not contain an execution date or any signatures. (Id.; ECF No. 2-4.) Felichko avers that Schechter amended the Plan, without notifying Felichko, to solely benefit Schechter and MacDonald. (Compl. ¶ 36, ECF No. 2.) Felichko posits that Schechter has withheld all amendments to the Plan to prevent him from exercising his rights thereunder and otherwise receiving fair and just compensation. (Id.)

         In 2012, Felichko and Schechter discussed the possibility of Felichko joining Schechter Tech on a full-time, paid basis. (Id. at ¶ 38.) Felichko indicated in an email, sent from Maryland, that he currendy owned ten percent of Schechter Tech and that he was willing to take a salary cut to join the Company in exchange for "bonuses or additional equity." (Id.) Schechter did not dispute Felichko's representations about his ownership interest. (Id. at ¶ 39.) These discussions floundered. (Id.) Felichko continued to do work for Schechter Tech with no additional pay, content with his ten percent ownership interest. (Id.)

         Subsequently, and unbeknownst to Felichko, Schechter asserted ownership in 82, 000, 000 units of Schechter Tech. (Id. at ¶ 40.) Felichko alleges that Schechter awarded himself 73, 800, 000 additional units of Schechter Tech without consideration and without providing any increase to Felichko's unit options. (Id. at ¶ 41.) MacDonald also received tens of millions of units in Schechter Tech in exchange for effectively no consideration. (Id. at ¶ 42.) With these new issuances, Felichko's purported ten percent ownership interest appeared to constitute less than one percent of Schechter Tech's units. (Id.) Upon information and belief, Felichko alleges that Schechter and MacDonald agreed and intended that the purpose of these transactions were to enrich themselves at the Felichko's expense and to prevent him from receiving fair and just compensation. (Id.) While Schechter and MacDonald surreptitiously issued themselves millions of new units, Felichko worked at all hours of the day, and often every day of the week (including weekends), to refine and support Sensor Cloud. (Id. at ¶ 43.)

         In May 2016, Schechter called Felichko unprompted and made an oral offer to "buy back" Felichko's options for $200, 000. (Id. at ¶ 44.) Felichko consulted with a financial advisor and responded to die offer by email, submitting a series of questions, including an inquiry about the valuation of Schechter Tech. (Id. at ¶ 44.) On May 10, 2016, Schechter responded, writing:

Yes, a valuation was done that put the company value at about S2M. This was about a year ago. For the year it was valued, we had about $250k of profit (2014). The company lost $300k in 2015. A new valuation has not been performed yet.

(Id. ¶ 45.) Felichko contends that this representation was false. (Id. at ¶ 46.) He claims that Schechter lied to him to induce his surrender of his options for much less than their actual value. (Id.) Felichko posits that since Schechter offered him $200, 000 for a company that he'd stated was valued at $2 million, he was representing that Felichko owned ten percent of Schechter Tech. (Id. at ¶ 47.) Felichko declined the offer. (Id. at ¶ 48.)

         On November 3, 2016, Schechter called Felichko and told him that he was "ending his association with" the Company, as a "mere formality needed to clear up some of the Company's records." (Id. at ¶ 48.) He followed-up with an email confirming that Felichko's association with Temperature@lert had ended. (Id.) After that date, Felichko and Schechter were not in frequent contact, but Felichko retained his access to his Temperature@lert email account. (Id. at ¶ 50.) In March 2017, Felichko emailed Schechter to schedule a phone call. (Id.) The two set up a time to speak, but Schechter did not answer his phone and thereafter ignored Felichko. (Id.)

         On October 21, 2017, Schechter announced "exciting company news" to all holders of Temperature@lert email addresses. (Id. at ¶ 51.) Felichko replied using his Temperature@lert email address, seeking additional information. (Id.) That afternoon, Felichko and Schechter spoke on the phone. (Id. at ¶ 51.) Schechter represented that Schechter Tech was being sold in a fire sale that would provide no return to the Company's co-founders. (Id. at ¶ 52.) On October 23, 2017, Felichko emailed Schechter from his Temperature@lert email address to request a follow-up call. (Id. at ¶ 54.) Later that day, his access to that email account was terminated. (Id.) Felichko followed up with his personal email address, and the two scheduled an October 24 call. (Id.) During that phone call, Schechter again misrepresented the nature of the sale. (Id. at ¶ 55.) Schechter explained that all unit options were "wiped out" in November 2016 because they were "underwater." (Id.) Only outside investors who had subsequendy funded the Company received payments from the sale (Id.)

         On October 20, 2017, Digi, Schechter, MacDonald, and Schechter Tech HoldCo LLC (a newly-formed company created to facilitate the transaction) entered into an Equity Purchase Agreement (the "Purchase Agreement"). (Id. at ¶ 57.) Under the Purchase Agreement, Schechter and MacDonald were to receive a $45, 000, 000 cash payment to HoldCo and earnout payments for 2018 and 2019 in the maximum amount of 575, 000, 000. (Id.) Felichko alleges that Schechter and MacDonald structured the transaction in this manner to ensure that he received no compensation or payout from the sale, and that the two made misrepresentations to Digi about Felichko's options, role in the Company, and his patent rights. (Id. at ¶ 58.)

         After he learned of the sale, on October 31, 2017, Felichko exercised his vested options to one million units of Schechter Tech by sending the purchase price and a signed Option Exercise Form (EOF No. 2-5) to Schechter. (Compl. ¶ 62, ECF No. 2.) On November 2, 2017, Schechter signed for the deliver)' of the Option Exercise Form. (Id. at ¶ 63.) The two spoke about die transaction later that day. (Id.) Schechter explained that all the options had been "cancelled" by "the attorneys" because they were "not exercisable" and mat even if the options were exercisable, there would not be "much left to award after adjustments" upon closing. (Id.) Plaintiff alleges that these representations were false. (Id. at ¶63.)

         On April 6, 2018, Felichko filed a Complaint against Defendants in the Circuit Court for Frederick County, Man-land, asserting the following 12 counts:[3]

Count

Asserted Against

Count I - Unjust Enrichment - Unit Options

All Defendants

Count II - Unjust Enrichment - Intellectual Property

All Defendants

Count III - Breach of Contract - Covenants of Good faith and Fair Dealing - The Company and Harry Schechter.

Schechter, Schechter Tech

Count IV - Breach of Contract - Stock Options - The Company

All Defendants

Count V - Declaratory Judgment - Ownership of Patents

All Defendants

Count VI - Declaratory Judgment -Ownership of Units

All Defendants

Count VII - Constructive Fraud

Schechter, Schechter Tech

Count VIII - Fraud

All Defendants

Count IX - Negligent Misrepresentation

Schechter

Count X - Intentional International with prospective Economic Advantage

Schechter, MacDonald, Schechter Tech

Count XI-Bad Faith Termination

Schechter and Schechter Tech

Count XII - Injunction

Dig!

(ECF No. 2 at 15-29.)

         Defendants removed the case to this Court on May 14, 2018. Two motions to dismiss have been filed. Defendants Schechter, MacDonald, and Schechter Tech request that: (1) all claims asserted against MacDonald be dismissed for lack of personal jurisdiction; and (2) Counts II, III, IV, V, VII, VIII, IX, X, and XI be dismissed for failure to state a claim.'[4] (ECF No. 28.) Digi moves to dismiss all claims against it for lack of personal jurisdiction, joins the remaining Defendants' motion to dismiss for failure to state a claim to me extent that the arguments apply to any claims against Digi, and moves to dismiss Count XII against Digi on the basis that if the claims regarding the patents at issue are barred by the statute of limitations, no injunction can issue. (ECF No. 26.)

         For the reasons that follow, Digi's Motion to Dismiss (ECF No. 26) is GRANTED. Digi is DISMISSED for lack of personal jurisdiction. The Motion to Dismiss filed by Schechter, MacDonald, and Schechter Tech (ECF No. 28) is GRANTED IN PART and DENIED IN PART. Specifically, this Court has jurisdiction with respect to the claims against Schechter, MacDonald, and Schechter Tech; Plaintiffs claim for Breach of Contract - Stock Options (Count IV), to the extent it is asserted against MacDonald and Schechter, is DISMISSED; and Plaintiffs claims for Breach of Contract - Covenants of Good Faith and Fair Dealing (Count III), Constructive Fraud (Count VII), Intentional Interference with Prospective Economic Advantage (Count X), and Bad Faith Termination (Count XI) are DISMISSED.

         The following claims remain:

Count

Asserted Against

Count I - Unjust Enrichment - Unit Options

Schechter, MacDonald, Schechter Tech

Count I! - Unjust Enrichment - Intellectual Property

Schechter, MacDonald, Schechter Tech

Count IV - Breach of Contract - Stock Options

Schechter Tech

Count V - Declaratory Judgment - Ownership of Patents

Schechter, MacDonald, Schechter Tech

Count VI - Declaratory Judgment - Ownership

of Units

Schechter, MacDonald, Schechter Tech

Count VII! -Fraud

Schechter, MacDonald, Schechter Tech

Count IX - Negligent Misrepresentation

Schechter

         STANDARD OF REVIEW

         I. Motion to Dismiss for Lack of Personal Jurisdiction

         A morion to dismiss under Rule 12(b)(2) of the Federal Rules of Civil Procedure for lack of personal jurisdiction challenges a court's authority to exercise its jurisdiction over the moving party. Combs v. Bakker, 886 F.2d 673, 676 (4th Cir. 1989). The jurisdictional question is "one for the judge, with the burden on the plaintiff ultimately to prove the existence of a ground for jurisdiction by a preponderance of the evidence." Id.; Sigala v. ABR of VA, Inc., 145 F.Supp.3d 486, 489 (D. Md. 2014). While a court may hold an evidentiary hearing or permit discovery as to the jurisdictional issue, it also may resolve the issue on the basis of the complaint, motion papers, affidavits, and other supporting legal memoranda. Consulting Eng'rs Corp. v. Geometric Ltd., 561 F.3d 273, 276 (4th Or. 2009); see also Sigala, 145 F.Supp.3d at 489. If a court does not hold an evidentiary hearing or permit discovery, a plaintiff need only make "a prima facie showing of a sufficient jurisdictional basis to survive the jurisdictional challenge." Consulting Eng'rs Corp., 561 F.3d at 276. When considering 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 Ctrs., Inc., 334 F.3d 390, 396 (4th Cir. 2003). Notably, "a threshold prima facie finding that personal jurisdiction is proper does not finally settle the issue; plaintiff must eventually prove the existence of personal jurisdiction by a preponderance of the evidence, either at trial or at a pretrial evidentiary hearing." New Wellington Fin. Corp. v. Flagship Resort Dev. Corp., 416 F.3d 290, 294 n.5 (4th Cir. 2005) (emphasis in original) (citation omitted).

         II. Motion to Dismiss for Failure to State a Claim

         Under Rule 8(a)(2) of the Federal Rules of Civil Procedure, a complaint must contain a "short and plain statement of the claim showing that the pleader is entitled to relief." Fed.R.Civ.P. 8(a)(2). Rule 12(b)(6) procedure authorizes the dismissal of a complaint if it fails to state a claim upon which relief can be granted. Fed.R.Civ.P. 12(b)(6). The purpose of Rule 12(b)(6) is "to test the sufficiency of a complaint and not to resolve contests surrounding the facts, the merits of a claim, or the applicability of defenses." Presley v. City of Charlottesville, 464 F.3d 480, 483 (4th Cir. 2006). To satisfy Rule 8(a)(2), a complaint need not include "detailed factual allegations." Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 555 (2007); Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009). In reviewing a Rule 12(b)(6) motion, a court "must accept as true all of the factual allegations contained in the complaint" and must "draw all reasonable inferences [from those facts] in favor of the plaintiff." E.I. du Pont de Nemours &Co. v. KoJon Indus., 1m:, 637 F.3d 435, 440 (4th Cir. 2011) (citations omitted); Hajj v. Dim1TV, LLC, 846 F.3d 757, 765 (4th Cir. 2017).

         Rule 9(b) of the Federal Rules of Civil Procedure requires that "the circumstances constituting fraud be stated with particularity." Fed.R.Civ.P. 9(b). The rule "does not require the elucidation of even' detail of the alleged fraud, but does require more than a bare assertion that such a cause of action exists." mylan labs., inc. v. akzo, 770 F.Supp. 1053, 1074 (D. Md. 1991). To satisfy the rule, a plaintiff must "identify with some precision the date, place and time of active misrepresentations or the circumstances of active concealments." Johnson v. Wheeler, 492 F.Supp.2d 492, 509 (D. Md. 2007). As the United States Court of Appeals for the Fourth Circuit stated in United States ex rel. Nathan v. Takeda Pharms. North America, Inc., 707 F.3d 451 (4th Cir. 2013), the aims of Rule 9(b) are to provide notice to defendants of their alleged misconduct, prevent frivolous suits, eliminate fraud actions where all the facts are learned after discovery, and protect defendants from harm to their goodwill and reputation. 707 F.3d at 456 (citation omitted).

         ANALYSIS

         I. Personal Jurisdiction

         Both MacDonald and Digi argue that all claims must be dismissed against them because Felichko has not established that this Court may exercise personal jurisdiction over them. (Defs.' Mem. Mot. 9-13, ECF No. 28-1; Digi's Mem. Mot. 5, ECF No. 26.) Before a court can exercise personal jurisdiction over a non-resident defendant, a court must determine that (1) the exercise of jurisdiction is authorized under the state's long-arm statute pursuant to Rule 4(k)(1)(a) of the Federal Rules of Civil Procedure; and (2) the exercise of jurisdiction conforms to the Fourteenth Amendment's due process requirements. Carefirst, 334 F.3d at 396; Sigala, 145 F.Supp. at 489. To satisfy the first prong, a plaintiff must identify a provision in the Maryland long-arm statute that authorizes jurisdiction. Ottenheimer Pubs., Inc. v. Playmore, Inc., 158 F.Supp.2d 649, 652 (D. Md. 2001). When interpreting the reach of Maryland's long-arm statute, Md. Code Ann., Cts. & jud. Proc, § 6-103(b), this Court must adhere to the interpretations of the Maryland Court of Appeals. Snyder v. Hampton Indus., Inc., 521 F.Supp. 130 (D. Md. 1981), affd, 758 F.2d 649 (4th Cir. 1985); Tulkoff Food Prod., Inc. v. Martin, No. ELH-17-350, 2017 WL 2909250, at *4 (D. Md. July 7, 2017) (citation omitted).

         Although Maryland courts "have consistently held that the state's long-arm statute is coextensive with the limits of personal jurisdiction set out by the Due Process Clause of the Constitution," Carefirst, 334 F.3d at 396, courts must address both prongs of the personal jurisdiction analysis. Metro. Reg'I Info. Sys., Inc. v. American Home Realty Network, Inc., 888 F.Supp.2d 691, 699 (D. Md. 2012); CSR, Ltd. v. Taylor, 983 A.2d 492, 502-03 (Md. 2009). Under the second prong, courts determine whether the exercise of personal jurisdiction comports with the Fourteenth Amendment's due process requirements. For a non-resident defendant, "due process requires only that ... a defendant . . . have certain minimum contacts . . . such that the maintenance of the suit does not offend traditional notions of fair play and substantial justice." Int'l Shoe Co. p. Washington, 326 U.S. 310, 316 (1945) (quoting Milliken v. Meyer, 311 U.S. 457, 463 (1940)). A "minimum contacts" determination rests on the number and relationship of a defendant's contacts to the forum state, as well as whether the present cause of action stems from the defendant's alleged acts or omissions in the forum state. Id.

         Thus, a court may exercise two types of personal jurisdiction: "'general' (sometimes called 'all-purpose') jurisdiction and 'specific' (sometimes called 'case-linked1) jurisdiction." Bristol-Myers Squibb Co. v. Superior Ct. of California, San Francisco Cty., 137 S.Ct. 1773, 1780 (2017). General jurisdiction arises from a defendant's continuous and systematic contacts in the forum state. Id. On the other hand, specific jurisdiction arises when there is an "affiliation between the forum and the underlying controversy." Id.; Carefirst, 334 F.3d at 397. When assessing specific jurisdiction, the United States Court of Appeals for the Fourth Circuit considers: "(1) the extent to which the defendant purposefully availed itself of the privilege of conducting activities in the State; (2) whether the plaintiffs' claims arise out of those activities directed at the State; and (3) whether the exercise of personal jurisdiction would be constitutionally reasonable." Consulting Engineers, 561 F.3d at 278.

         A. Personal Jurisdiction Over MacDonald

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Felichko does not argue that MacDonald has sufficient personal contacts with Maryland to satisfy directly either Maryland&#39;s long-arm statute or the requirements of due process. Rather, Felichko argues that he has sufficiently alleged a conspiracy between MacDonald and Schechter. (Pl.&#39;s Resp. 20, 23, ECF No. 32.) The "Court of Appeals [of Maryland] has found [the civil conspiracy theory] of jurisdiction included within the Maryland long-arm statute because the provisions apply to a person who commits acts &#39;directly or by an agent:" Cleaning Auth. Inc. v. Neubert,739 F.Supp.2d 807, 816 (D. Md. 2010) (quoting Mackey v. Compass Mktg., Inc., 892 A.2d 479, 484, 493 (Md. 2006). Under the conspiracy theory of jurisdiction, much like the agency concept of jurisdiction, a party "may be subject to suit in the forum jurisdiction based upon a co-conspirator&#39;s contacts with the forum state." Mackey, 892 A.2d at 484. "Simply stated, the conspiracy theory of personal jurisdiction allows a court to exercise jurisdiction ...


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