SIGNIFICANT CASE SUMMARY

Maryland Case Summary

OHI Asset HUD Delta, LLC v. REIT Solutions II, LLC
Maryland Appellate Court
No. 1720, Sept. Term, 2022

Decided: January 28, 2026

The Appellate Court of Maryland reaffirms the “sufficient contacts” test to determine specific personal jurisdiction under Maryland’s “long-arm” statute.

Background

In 2006, OHI Asset HUD Delta, LLC (“Plaintiff”), a Delaware limited liability company with its principal place of business in Maryland, through its parent company and predecessors, entered into a complex commercial real estate contract with five foreign entities (“Defendants”). The real estate agreement concerned the sale and leaseback of several skilled nursing home facilities in Florida and Mississippi. It also included a Purchase and Sale Agreement, Promissory Notes, a Master Lease, and a Subordination Agreement. In 2019, a dispute arose regarding Plaintiff’s obligation to make interest payments to the Defendants under the Promissory Notes. Specifically, Plaintiff claimed that Defendants, through a Subordination Agreement, failed and refused to pay rent and other amounts due, constituting default. Defendants similarly declared Plaintiff in default because Plaintiff stopped making the interest payments required by the Promissory Notes.

Plaintiff filed a Complaint for declaratory judgment in the Circuit Court for Baltimore County Maryland – one of Maryland’s trial level courts. Defendants moved to dismiss the Complaint for lack of personal jurisdiction, arguing that their contacts with Maryland were insufficient to establish personal jurisdiction. The Trial Court held that the Plaintiff failed to show that the Defendants transacted business in Maryland with respect to the Promissory Notes, and thus the Defendants’ contacts in Maryland were insufficient to support jurisdiction. Plaintiff appealed.

Holding

The Appellate Court of Maryland held that the Circuit Court did not err in determining that the Defendants did not transact business in Maryland within the meaning of the long-arm statute. It reasoned that specific personal jurisdiction exists only when the claim arises out of, or relates to, the Defendant’s contacts with the forum state. Specific personal jurisdiction can be established if: (1) the defendant purposefully availed itself of the state’s benefits in conducting business; and (2) the cause of action arises out of or relates to the defendant’s activities in the forum state. Here, the Defendants did not: (1) have offices in Maryland; (2) solicit business in Maryland; and/or (3) have registered agents in Maryland. The nursing facilities at the center of this contractual agreement were in Florida and Mississippi, and there was no evidence of activities in Maryland to solicit, initiate or negotiate the contractual agreement. The fact that Plaintiff availed itself of the benefits of conducting business in Maryland was not dispositive because Plaintiff could not manufacture personal jurisdiction based on unilateral activity.

Questions about this case can be directed to Alex Mitchell at (443) 641-0563 or amitchell@tthlaw.com.