258 A.2d 749 (Md. 1969), 34, Vitro Electronics, Division of Vitro Corp. of America v. Milgray Electronics, Inc.

Docket Nº:34.
Citation:258 A.2d 749, 255 Md. 498
Opinion Judge:[10] Finan
Party Name:VITRO ELECTRONICS, DIVISION OF VITRO CORPORATION OF AMERICA v. MILGRAY ELECTRONICS, INC.
Attorney:[7] H. Hughes Spragins, with whom were Tomes, Spragins & McDonald on the brief, for appellant.
Case Date:November 10, 1969
Court:Court of Appeals of Maryland

Page 749

258 A.2d 749 (Md. 1969)

255 Md. 498

VITRO ELECTRONICS, DIVISION OF VITRO CORPORATION OF AMERICA

v.

MILGRAY ELECTRONICS, INC.

No. 34.

Court of Appeals of Maryland.

November 10, 1969

Page 750

[255 Md. 499] H. Hughes Spragins, Silver Spring, Tomes, Spragins & McDonald, Silver Spring, on the brief, for appellant.

James J. Cromwell, Silver Spring, for appellee.

Before HAMMOND, C. J., and McWILLIAMS, FINAN, SINGLEY and SMITH, JJ.

FINAN, Judge.

This case sheds light on the question of how short is the Maryland 'Long Arm' statute. Maryland Code (Repl.Vol.1965) Article 75, § 96. 1 The appeal is from a ruling of the Circuit Court for Prince George's County which granted defendant-appellee's motion to dismiss for lack of jurisdiction over the appellee, a foreign corporation. The sole issue before this Court is whether the motion was properly granted.

Plaintiff-appellant, Vitro Electronics, is engaged in the production of sophisticated electronic devices, many of which are used by the federal government in its space and missile programs. Vitro is a Delaware corporation duly qualified to do business in Maryland. In November, 1966, Vitro contracted with Milgray/Washington, Inc., to purchase a number of electronic parts. Milgray/Washington, Inc., a Maryland corporation, was informed that any parts furnished would have to comply with a certain government specification known as MIL-E-1. Milgray- [255 Md. 500] /Washington, Inc., proceeded to order the necessary parts from Milgray Electronics, Inc., a New York corporation which owned 100% of the common stock of Milgray/Washington, Inc.

The parent corporation sent the parts to its subsidiary which then sent them to Vitro. After receiving them, Vitro became concerned that the parts might not meet government specifications and requested a certificate of compliance to which it was entitled under its contract with Milgray/Washington, Inc. The appellee addressed this certificate directly to the appellant and transmitted it to Milgray/Washington, Inc., who in turn sent it to the appellant. With this assurance, Vitro began to manufacture its product. However, the government refused to accept the finished items because specification MIL-E-1 was not complied with. Vitro then filed suit in the court below alleging breach of contract, negligence, and fraud against both Milgray/Washington, Inc., and the appellee. The appellee made a motion to dismiss the suit against it for lack of jurisdiction. After an evidentiary

Page 751

hearing, Judge Bowie granted a motion to dismiss. At the hearing the following undisputed facts emerged. Milgray Electronics, Inc., owned 100% of the common stock of Milgray/Washington, Inc. The officers of both corporations were the same. The accounting obligations of both corporations were performed by the same accountant in New York. Milgray Electronics, Inc., maintained a telephone listing in a Washington directory which covered surburban Maryland, giving a Maryland address, although in an affidavit it maintained that this listing was continued as a result of an error. Milgray/Washington, Inc., stocked a supply of the appellee's components on inventory; however, it often purchases such items from others. The appellee and Milgray/Washington, Inc., maintained separate corporate books, separate minutes, separate records, and separate and distinct accounting procedures, and held separate directors' meetings. The contract between the appellee and Milgray/Washington, Inc., was executed in New York. The record is not clear as to [255 Md. 501] where the certificate of compliance was executed or as to how it was delivered. The issue before this Court is whether on these facts Maryland can entertain jurisdiction over this New York corporation.

The appellant would have us hold that the courts of Maryland have jurisdiction over the appellee on the basis that it has maintained a sufficient presence in Maryland to subject itself to the provision of our 'Long Arm' statute, Maryland Code (Repl.Vol.1965) Article 75, § 96 which provides in pertinent part:

'Personal jurisdiction over person (includes corporations) as to cause of action arising from business, etc., in State.

'(a) A court may exercise personal jurisdiction over a person, who acts directly or by an agent, as to a cause of action arising from the person's

'(1) transacting any business in this State:

'(3) causing tortious injury in this State by an act or omission in this State;

'(4) causing tortious injury in this State by an act or omission outside the State if he regularly does or solicits business, engages in any other persistent course of conduct in this State; * * *.'

The appellant first urges upon us that Milgray/Washington, Inc., although a subsidiary of and a separate corporation from its parent, the appellee, was in effect a branch office of the appellee. It would have us pierce the veil of corporate fiction and construe the relationship between the two as that of principal and agent with the actions of Milgray/Washington, Inc., being those of the appellee. The appellant endeavors to bring this relationship within the ambit of Thomas v. Hudson Sales Corp., 204 Md. 450, 105 A.2d 225 (1954), or failing that, within the scope of Novack v. National Hot Rod Assoc., 247 Md. 350, 231 A.2d 22 (1967). Further, the appellant [255 Md. 502] presses the argument that under the more modern interpretation given to 'transacting business,' the appellee's minimal contracts gave it sufficient presence within the State. Therefore, following traditional notions of fair play and substantial justice, it would not be a denial of 'due process' to hold it amenable to the jurisdiction of Maryland. Hanson v. Denckla, 357 U.S. 235, 78 S.Ct. 1228, 2 L.Ed.2d 1283 (1958); International Shoe Co. v. State of Washington, 326 U.S. 310, 66 S.Ct. 154, 90 L.Ed. 95 (1945). We think, however, that the lower court was correct in its finding from the evidentiary hearing that Milgray/Washington, Inc., was not a branch office of the appellee.

There are numerous cases which hold that a foreign corporation is not construed as doing business within a state merely because of its ownership of all of the shares of stock of another corporation doing business in the state. See Rucker v. Personal Finance Co., 86 Ohio App. 110, 90 N.E.2d 428 (Ohio 1948); Moorhead v. Curtis Publ.

Page 752

Co., 43 F.Supp. 67 (D.Ky.1942); Garber v. Bancamerica-Blair Corp., 205 Minn. 275, 285 N.W. 723 (1939); Consolidated Textile Corp. v. Gregory, 289 U.S. 85, 53 S.Ct. 529, 77 L.Ed. 1047 (1933); Cannon Mfg. Co. v. Cudahy Packing Co., 267 U.S. 333, 45 S.Ct. 250, 69 L.Ed. 634 (1925).

It is true that most of the cases cited above ante-date the decision of the United States Supreme Court in International Shoe Co., supra, wherein the Court expanded the area for state jurisdiction over foreign corporations and nonresident individuals where there was a showing that certain minimum contacts had been maintained in the forum state sufficient to warrant the exercise of jurisdiction without offending 'traditional notions of fair play and substantial justice.' See also Van Wagenberg v. Van Wagenberg, 241 Md. 154, 164, 215 A.2d 812 (1966); Frummer v. Hilton Hotel Internat'l, Inc., 19 N.Y.2d 533, 281 N.Y.S.2d 41, 227 N.E.2d 851 (1967); Longines-Wittnauer Watch Co. v. Barnes &...

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