210 A.2d 390 (Md. 1965), 300, Gilliam v. Moog Industries, Inc.
|Citation:||210 A.2d 390, 239 Md. 107|
|Opinion Judge:|| Hammond|
|Party Name:||Walter GILLIAM v. MOOG INDUSTRIES, INC.|
|Attorney:|| Hyman Ginsberg, with whom were Ginsberg & Ginsberg on the brief, for appellant.|
|Case Date:||May 27, 1965|
|Court:||Court of Appeals of Maryland|
[239 Md. 108] Hyman Ginsberg, Baltimore (Ginsberg & Ginsberg, Baltimore, on the brief), for appellant.
Lawrence F. Rodowsky, Baltimore (Frank, Bernstein, Gutberlet & Conaway, Baltimore, on the brief), for appellee.
Before PRESCOTT, C. J., and HAMMOND, HORNEY, MARBURY and SYBERT, JJ.
The appellant Gilliam was employed by the appellee, Moog Industries, Inc., under a written contract executed in St. Louis in 1962 as district manager of an area that included Delaware, southern New Jersey, and parts of Pennsylvania, Virginia and Maryland. His contract was terminated and his services dispensed with, he claims wrongly, on July 31, 1963. Four months later Gilliam filed suit against Moog in the Superior Court of Baltimore City for breach of contract, justifying jurisdictional venue by the claim that Moog was a foreign corporation doing [239 Md. 109] business in Maryland and was, therefore, subject to suit in Maryland under Code (1957), Art. 23, Sec. 92(a). Service was made upon the State Department of Assessments and Taxation as the statutory agent of a foreign corporation doing business in the State without a resident agent, under Code (1957), Art. 23, Sec. 97. Moog moved to quash the writ of summons on the grounds that it did no business in Maryland, the contract sued on was not made in this State and Gilliam at the time of the execution of the contract, was not a resident of Maryland. Judge Carter, on July 9, 1964, quashed the writ, holding that the activities of Moog and its agents in Maryland, including activities designed to stimulate interest in its products and facilitate the placing of orders for them, added up to no more than solicitation of business which did not amount in law to doing business or otherwise subject Moog to suit in Maryland. We think Judge Carter took the correct view of Moog's activities and was right in not finding it to be subject to suit here.
Moog is a Missouri corporation engaged in the business of manufacturing thousands of different automobile replacement parts which it sells to independent warehouse distributors (two in Maryland) who in turn sell them through the efforts of their own sales forces to jobbers. The jobbers sell to the installers, such as service stations, repair shops and fleet operators. Moog has no place of business, no office, no property of any kind, no bank account, and no telephone listing in Maryland. It holds no corporate meetings and pays no taxes in Maryland. Moog does not advertise locally in the State, using only trade publications aimed at the automotive industry throughout the country.
Gilliam, as district manager of Moog in this area, promoted the sale of its products by calling on warehouse distributors and jobbers and the customers of jobbers. He conducted 'clinics' for installers to sell the idea of the superiority of Moog's output, particularly new products. He had an assistant or 'missionary man,' whose duties were similar. Neither the manager nor the missionary man had any authority to accept orders in Maryland, this, for credit reasons, being done only at the head office in St. Louis.
The present case is a fact brother of Feldman v. Thew Shovel [239 Md. 110] Co., 214 Md. 387, 135 A.2d 428; G. E. M., Inc., v. Plough, Inc., 228 Md. 484, 180 A.2d 478; and Chesapeake Supply & Equipment Co. v. Manitowoc, 232 Md. 555, 194 A.2d 624, in each of which the defendant corporation was held not to be doing business in Maryland, and does not have the additional features which in Thomas v. Hudson Sales Corp., 204 Md. 450, 105 A.2d 225; and White v. Caterpillar Tractor, 235 Md. 368, 201 A.2d 856, made the holdings go the other way.
The appellant argued earnestly to us, in the brief and orally, that even if Moog was
not 'doing business' in Maryland within the judicially declared meaning of that phrase, it was subject to suit here under the provisions of Ch. 95 of the Laws of 1964, effective June 1, 1964, which added Secs. 94 to 100, inclusive, to Art. 75 of the Code under the new sub-title 'Bases of Personal Jurisdiction Over Persons Outside This State' to provide (Sec. 96(a)) that a court may exercise personal jurisdiction over a person or...
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