United States District Court, D. Maryland
WILLIAM CAPERS, JR., et al. Plaintiffs,
KIDDIE ACADEMY DOMESTIC FRANCHISING, LLC Defendant.
David Copperthite United States Magistrate Judge
Defendant has filed a motion to dismiss the complaint
pursuant to the doctrine of forum . non conveniens
and Fed.R.Civ.P. 26. In essence, Defendant relies upon the
language of the contract in dispute which requires the party
to litigate any dispute in a "court of competent
jurisdiction for Harford County, Maryland". ECF 18-1.
p.2. Defendant argues that this language means either the
District Court of Maryland for Harford County or the Circuit
Court for Harford County, Maryland. Plaintiffs argue that the
language necessarily includes the United States District
Court for the District of Maryland where also under the
contract, Maryland law would apply. For the reasons stated
below, the Court agrees with Plaintiffs and the Motion to
Dismiss is DENIED.
purpose of a Rule 12(b)(6) motion is to test the sufficiency
of a complaint, not to "resolve contests surrounding the
facts, the merits of a claim, or the applicability of
defenses." King v. Rubenstein, 825 F.3d 206,
214 (4th Cir. 2016) (quoting Edwards v. City of
Goldsboro, 178 F.3d 231, 243-44 (4th Cir. 1999)). A
complaint must contain "sufficient factual matter,
accepted as true, to 'state a claim to relief that is
plausible on its face.'" Ashcroft v. Iqbal,
556 U.S. 662, 678 (2009) (quoting Bell Atl. Corp. v.
Twombly, 550 U.S. 544, 570 (2007)). Facial plausibility
exists "when the plaintiff pleads factual content that
allows the court to draw the reasonable . inference that the
defendant is liable for the misconduct alleged."
Id. An inference of a mere possibility of misconduct
is not sufficient to support a plausible claim. Id.
at 679. As stated in Twombly, "[f]actual
allegations must be enough to raise a right to relief above
the speculative level." 550 U.S. at 555. "A
pleading that offers 'labels and conclusions' or
'a formulaic recitation of the elements of a cause of
action will not do.' Nor does a complaint suffice if it
tenders 'naked assertions' devoid of 'further
factual enhancement.'" Iqbal, 556 U.S. at
678 (internal citations omitted). Although when considering a
motion to dismiss a court must accept as true all factual
allegations in the complaint, this principle does not apply
to legal conclusions couched as factual allegations.
Twombly, 550 U.S. at 555. The case before the Court
requires this Court to interpret the language of the
agreement, a legal determination.
Maryland, when interpreting a contract, courts "seek to
ascertain and effectuate the intention of the contracting
parties." Phoenix Services Ltd. Partnership v. Johns
Hopkins Hosp., 167 Md.App. 327, 392 (2006). In
ascertaining the parties' intent, Maryland adheres to the
objective theory of contract interpretation. See
Dumbarton Imp. Ass'n, Inc. v. Druid Ridge Cemetery
Co., 434 Md. 37, 51 (2013). The objective theory of
contract interpretation requires that a court "must
first determine from the language of the agreement itself
what a reasonable person in the position of the parties would
have meant at the time it was effectuated. In addition, when
the language of the contract is plain and unambiguous there
is no room for construction, and a court must presume that
the parties meant what they expressed. In these
circumstances, the true test of what is meant is not what the
parties to the contract intended it to mean, but what a
reasonable person in the position of the parties would have
thought it meant:" Myers v. Kayhoe, 391 Md.
188, 198 (2006) (quoting Dennis v. Fire & Police
Employees' Ret. Sys., 390 Md. 639, 656-57, 890 A.2d
process for determining the intent of the contracting parties
is well established in Maryland. First, a court must
ascertain whether the agreement is ambiguous. Language in a
contract "may be ambiguous if it is 'general'
and may suggest two meanings to a reasonably prudent
layperson." Pac. Indem. Co. v. Interstate Fire &
Cas. Co., 302 Md. 383, 389 (1985). However, this Court
has acknowledged that a contract is not ambiguous merely
because the parties disagree as to its meaning. SeeFultz
v. Shaffer, 111 Md.App. 278, 299 (1996). Contracts are
interpreted as a whole, and all disputed terms are to be
interpreted in context. See Phoenix Services, 167
Md.App. at 392-93. A court's next step depends on whether
it finds that the contract is ambiguous or unambiguous.
finds that a contract is unambiguous, then it must only look
to the language of the contract to determine the intent of
the parties. See Phoenix Services, 167 Md.App. at
392. A court must presume that the terms expressed in the
agreement are what the parties intended, regardless of what
the parties may have meant, but did not state . in the
contract. Id. When contract language is clear and
unambiguous, there is no room for construction and courts may
not consider what the parties thought the agreement meant.
See General Motors Acceptance Corp. v. Daniels, 303
Md. 254, 261, (1985). See also Phoenix Services, 167
Md.App. at 392. If, on the other hand, a court finds that the
contract is ambiguous, it must follow the second alternative,
which is considering parol and/or extrinsic evidence to
determine the parties' intent when the contract was made.
Id. at 393.
language at issue here in the Agreement between the parties
is as follows:
"Any and all claims, actions, or causes of action
related to or arising from the terms of this Agreement must
be brought in a court of competent jurisdiction for Harford
County, Maryland, and the Parties hereto, including PPLC, W.
Capers, D. Capers, TCC, OCDS, and OCDS 1930, do hereby waive
all questions of personal and subject matter jurisdiction or
venue for the purpose of carrying out this provision;
provided, however, if KADF moves its corporate offices to
another state, the courts of competent jurisdiction in the
county to which the corporate offices are moved shall replace
Harford County, Maryland for purposes of this Paragraph;'
Compl., Ex. A at ¶ 25.
clear and unambiguous that the language above includes all
courts of competent jurisdiction for Harford County. The
parties could easily have designated "state courts"
or excluded "federal court" but did not. With the
language being clear and unambiguous, there is no room for
construction and the court need not consider what the parties
meant. General MotorsAcceptance Corp. v.