Systematic Analysis Management, Inc. v. Driven, Inc.

• Court: District Court, D. Maryland
• Decided: September 24, 2019
• Docket: 1:19-cv-01416
• Status: Unknown

Opinion

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND

SYSTEMATIC ANALYSIS MANAGEMENT, * INC., Plaintiff * Vv. * CIVIL NO. JKB-19-1416 DRIVEN, INC, and OMNIVERE, LLC, Defendants * * * * * * k * ‘* * * * MEMORANDUM Plaintiff Systematic Analysis Management, Inc. (“SAMi”) sued Driven, Inc. and Omnivere, LLC, for breach of contract, unjust enrichment, and tortious interference with business relations. (ECF No. 1.) Driven moved to dismiss pursuant to Federal Rule of Civil Procedure 12(b)(6) because SAMi’s corporate charter was in forfeiture at the time SAMi filed its Complaint. (ECF No. 8.) The matter ts fully briefed. No hearing is required. See Local Rule 105.6 (D. Md. 2018), The Court takes judicial notice of SAMi’s corporate forfeiture and subsequent revival. See SDAT, Business Entity Search: “SAMI-Systematic Analysis Management, Inc.”, available at: https://egov.maryland.gov/BusinessExpress/EntitySearch/BusinessInformation/D 13883376, Itis . undisputed that SAMi’s corporate charter was in forfeiture at the time it filed its Complaint. In

1 Courts may take judicial notice of records found on Maryland’s public records database without converting a motion to dismiss to a motion for summary judgment, See Auto USA, Inc. v. DHL Express (USA), Inc., Civ. No. ELH-16-3580, 2017 WL 839525, at *3—-4 (D. Md. Mar. 3, 2017) (taking judicial notice that party’s corporate charter had been forfeited based on Maryland State Department of Assessments and Taxation’s website); see also Fed. R. Evid. 201(b).

general, under Maryland law, a corporation may not sue or be sued while its corporate charter is in forfeiture. Dual Inc. v. Lockheed Martin Corp., 857 A.2d 1095, 1101 (2004) (“A corporation, the charter for which is forfeit, is a legal non-entity; all powers granted to [a corporation] by law, including the power to sue or be sued, were extinguished generally as of and during the forfeiture period.”). The fact that SAMi has since revived its corporate charter does not alter this analysis. Auto USA, Inc. v. DHL Express (USA), Inc., Civ. No. ELH-16-3580, 2017 WL 839525, at *5 (D. Md. Mar. 3, 2017) (dismissing complaint because revival of corporate charter does not “validate retroactively a suit that was invalid when filed”) (citing Tri-Cty. Unlimited, Inc. v. Kids First Swim Sch. Inc., 993 A.2d 146, 151 (Md. Ct. Spec. App. 2010)). Because SAMi’s corporate charter was in forfeiture at the time it filed its Complaint, Driven’s Motion to Dismiss is GRANTED.” ORDER In accordance with the foregoing memorandum, it is hereby ORDERED: 1. Defendant’s Motion to Dismiss (ECF No. 8) is GRANTED. 2. The Clerk is DIRECTED to CLOSE THIS CASE.

DATED this ZF day of September, 2019.

BY THE COURT: Pavis OK Dk. James K. Bredar Chief Judge

The Court makes no finding regarding Driven’s other arguments in favor of dismissal—including its argument that venue is improper—because SAMi had no power to bring suit during its forfeiture, rendering the Complaint “inoperative, null, and void.” Md. Code Ann., Corps. & Ass’ns § 3-503.