“In the late 1930s, Winston Churchill disclaimed any ability to forecast the Soviet Union’s reaction to Nazi aggression, reputedly terming the Russian colossus ‘a riddle wrapped in a mystery inside an enigma.’ That phrase might just as aptly describe the doctrinal vagaries of the concept of personal jurisdiction.”
Donatelli v. National Hockey League,
I.
The premise of the cause of action underlying this case is about its only relatively straight-forward aspect. 1 Hellyer Avenue Limited Partnership (“HALP”) was established in the summer of 2000, pursuant to the California Uniform Limited Partnership Act, for the purpose of developing, constructing, and managing a headquarters building in California for a communications company. The principal office and place of business of HALP also is in California. HALP consists of: Mission West Properties, L.P. (“MWLP”), the managing general partner and registered agent of HALP; Republic Properties Corporation (“Republic”), also a general partner of HALP; and Steven Grigg (“Grigg”), David Peter (“Peter”), and Mentmore Partners LLC (“Mentmore”), the three limited partners of HALP. The present action was brought by Republic, Grigg, Peter, and Mentmore (collectively the “Suing HALP Partners”) against MWLP, the managing general partner of HALP, and Mission West Properties, Inc. (“MWINC”), the general partner of MWLP.
MWLP was formed as a limited partnership under Delaware law, but maintains its principal place of business in California. MWINC, the general partner of MWLP, was incorporated initially under the laws of California as a real estate investment trust, but later was re-incorporated in 1999 under the laws of Maryland. As required under Maryland law, MWINC named a registered agent in Maryland as part of its re-incorporation under Maryland law.
The Court of Special Appeals, in a reported opinion,
Mission West Properties, L.P. v. Republic Properties Corporation,
We granted the Suing HALP Partners’ Petition for Writ of Certiorari to consider whether: (1) the Court of Special Appeals erred in concluding that the Circuit Court lacked personal jurisdiction over MWLP where the foreign limited partnership was served with process upon the Maryland resident agent of its general partner, MWINC,
2
a corporation that re-incorporated in Maryland, and (2) the Court of Special Appeals erred in vacating the judgment of the Circuit Court against MWINC “because MWINC face[d] liability only by virtue of its status as corporate general partner of MWLP.”
3
Republic v. Mission West,
The Court of Special Appeals ably stated the relevant facts and procedural posture of this case: 4
Stellex Microwave Systems, Inc. (Stellex Microwave) was a high-tech communications company with its principal place of business in Palo Alto, California. The company’s management wanted to relocate its headquarters to the Silicon Valley region of California, but the company could not afford to build such a facility and could not obtain suitable financing. Stellex Microwave was a wholly-owned subsidiary of Stellex Industries, Inc. (“Stellex Industries”), also known as Stellex Technologies, Inc. Stellex Industries was a wholly-owned subsidiary of Mentmore Holdings Corporation, which, in turn, was owned by two trusts.
Stellex Microwave’s management tried to negotiate a deal with Carl Berg, a prominent Silicon Valley real estate developer. He “controls” a California construction company called Berg & Berg Enterprises (B & B).n Berg is also president and CEO of MWINC, a real estate investment trust incorporated under the laws of California and reincorporated under the laws of Maryland, with its principal place of business in California. MWINC is the corporate general partner of MWLP, which itself is a Delaware limited partnership with its principal place of business in California. Nothing in the record shows that either MWINC or MWLP ever transacted any business in Maryland.
Stellex Microwave’s negotiations with Berg were unsuccessful. As a fallback measure, Stellex Microwave contracted with Republic, a corporation organized under the laws of the District of Columbia, with its principal place of business there. Under their agreement, Republic was to provide a headquarters to Stellex Microwave.
Steven Grigg and David Peter, both officers of Republic, restarted negotiations with Berg on behalf of Stellex Microwave. Through negotiations, Grigg, Peter, and Berg agreed that all the parties would form a joint-venture limited partnership to construct a headquarters for Stellex Microwave. The partnership would then lease the facility to that company, with the partnership itself being the landlord. B & B owned a suitable lot on Hellyer Avenue in San Jose, California, so they named their partnership the Hellyer Avenue Limited Partnership (HALP).
The constituents of HALP were MWLP, as managing general partner, Republic, as general partner, Grigg and Peter individually, as limited partners, and Mentmore Partners LLC, a Delaware company with its principal place of business in New York. Mentmore Partners was established by Richard Kramer and William Remley for the sole purpose of holding an interest in HALP/] MWLP held a 50% interest in the partnership, and the interests of all the other partners (all of whom were affiliated with Kramer and Remley) held the other 50%.
The HALP limited partnership agreement essentially conditioned the membership of all partners except MWLP on Stellex Microwave’s payment of all its obligations under the lease. MWLP contends that one of those obligations was paying B & B for certain work Stellex Microwave hired B & B to do on the facility; appellees dispute that that payment was an obligation under the lease. MWLP asserts that payment was not timely made to B & B, that Stellex Microwave defaulted and the default was never cured, and accordingly, MWLP purported to expel all the other partners and stopped paying them their distributions from HALP’s income/]
Appellees, therefore, brought suit against MWLP for the distributions they contend were owed. The circuit court denied appellants’ motions to dismiss for lack of jurisdiction:[ 5 ]
I have thought again about the integration and the operation of the partnership statutes, the California Revised Partnership Act and, as it is characterized in the California Revised Limited Partnership Act, and the arguments presented and I’m now satisfied that my ruling earlier was incorrect. I don’t believe that HELLYER is a necessary partyr 1....
The real effect and import of the integration of those California Statutes and the principles of partnership law satisfy me that, because a general partner can be sued for obligations of the partnership and jointly and severally liable, and because we have here, at least in part, one general partner from HELLYER suing another general partner and another entity, that the interests of HELLYER are necessarily effectively represented and protected by Mission West. Without getting into the identities of what Mr. Berg’s connections are to all of this, because of the principles under the sections 15643 of the California statute and 16405, I am satisfied that [counsel for the Suing HALP Partners] arguments are correct and that I was incorrect earlier. I don’t need to worry or agonize any further over the issues that, in effect, I raised and I believe unnecessarily may have complicated this morning, so for that I apologize.
* * * * *
So, that being said, for the clerk’s benefit, and to note for her purposes, the motion of defendant Mission West Properties, L.P. and Mission West Properties Incorporated to dismiss or in the alternative to stay, is heard and denied.
Moving on from there, what I would like to do, then— and I would, for whatever it’s worth, the got you (sic) provision of Maryland law, I think, is probably, as [counsel for the Suing HALP Partners] pointedout,—I did some further research, even though the cases that were noted don’t really address the issues—provides a, basis for sewice of process in Maryland, but that is an academic discussion at this point.
After a bench trial, the trial judge concluded that MWLP wrongfully stopped payment of distributions to the other partners. The court denied the relief requested by appellants under their counterclaim. (Emphasis in original) (Internal footnotes omitted).
Mission West,
III.
Sections 6-102(a) and 6-103 6 of the Courts and Judicial Proceedings (“C & JP”) Article of the Maryland Code (1973, 2002 Repl.Vol.) addresses the conditions for establishing personal jurisdiction in Maryland over non-resident defendants. In our analysis, we shall focus exclusively on C & JP § 6-102(a), 7 which provides that “[a] court may exercise personal jurisdiction as to any cause of action over a person domiciled in, served with process in, organized under the laws of, or who maintains his principal place of business in the State.” The Suing HALP Partners assert two theories, under C & JP § 6-102(a), by which a Maryland court could acquire and exercise personal jurisdiction over MWLP. We shall address each in turn.
A.
Petitioners argue that the Circuit Court possessed jurisdiction over MWLP because the general partner of MWLP was re-incorporated in Maryland, thus causing MWLP to be domiciled in the State as well. As the Suing HALP Partners stated in their brief, “except for tax and other
liabilities and rights created specifically by statute, a partnership has no juridical existence except through its partners.” In
McLane v. State Tax Commission,
A partnership is defined in the Maryland Revised Uniform Partnership Act (“RUPA”) of the Corporations and Associations (“C & A”) Article of the Maryland Code (1975, 1999 Repl.Vol.) as “an association of two or more persons to carry on as co-owners a business for profit....” C & A § 9A-101(i). A limited partnership is defined under the Maryland Revised Uniform Limited Partnership Act (“RULPA”), Md. Code (1975, 1999 Repl.Vol.), as “a partnership formed by two or more persons under the laws of the State and having one or more general partners and one or more limited partners.” C & A § 10-101(i). An important similarity in the statutory treatment of the two business entities in Maryland is the application of an “entity” theory with regard to both. Under RUPA, which took effect in 1982, “[a] partnership is an entity distinct from its partners.” C & A § 9A-201. As we noted in
Creel v. Lilly,
RUPA’s underlying philosophy differs radically from UPA’s, [which governed partnerships before the enactment of RUPA,] thus laying the foundation for many of its innovative measures. RUPA adopts the “entity” theory of partnership as opposed to the “aggregate” theory that the UPA espouse[d]. Under the aggregate theory, a partnership is characterized by the collection of its individual members, with the result being that if one of the partners dies or withdraws, the partnership ceases to exist. On the other hand, RUPA’s entity theory allows for the partnership to continue even with -the departure of a member because it views the partnership as “an entity distinct from its partners.” (Internal citations omitted).
The Suing HALP Partners, quoting from
C.T. Carden v. Arkoma Associates,
In the present case, we need not consider whether the state of formation of a limited partnership or the state in which the limited partnership maintains its principle place of business, or any combination of the two, is determinative of a limited partnership’s domicile. The state of incorporation of the corporate entity that may
B.
Alternatively, the Suing HALP Partners argue that MWLP was served with process in Maryland under Maryland Rule 2-124(1) because they served the Maryland resident agent of MWLP’s general partner, MWINC, and, therefore, satisfied the basis of C & JP § 6-102(a) providing for jurisdiction “over a person ... served with process in ... the State.” Maryland Rule 2—124(f), which describes the procedure for serving a “limited partnership,” provides that “[sjervice is made upon a limited partnership by serving its resident agent. If the limited partnership has no resident agent or if a good faith attempt to serve the resident agent has failed, service may be made upon any general partner or other person expressly or impliedly authorized to receive service of process.” The Suing HALP Partners assert that service of process according to Rule 2—124(f) alone establishes a basis for personal jurisdiction over MWLP.
Assuming that MWLP, a foreign limited partnership, was served properly with process through service on the Maryland resident agent of its general partner, MWINC, as outlined under Maryland Rule 2—124(f),
8
such service of pro
cess alone,
In
Pennoyer v. Neff,
The Supreme Court continues to recognize the validity of conferring personal jurisdiction based solely on the physical presence of the defendant within the forum. In
Burnham v. Superior Court of California,
Since
Pennoyer,
advancements in commerce and transportation have created a need for determining the jurisdictional reach of state courts over non-residents not dependant solely upon a territorial basis.
See Burnham,
we are of the opinion that when service is made within the state upon an agent of a foreign corporation it is essential, in order to support the jurisdiction of the court to render a personal judgment, that it should appear somewhere in the record ... that the corporation was engaged in business in the state.
St. Clair,
Extending the notion of establishing
in personam
jurisdiction through implied consent,
10
in
Decided on the same day as
Pennsylvania, Fire,
the Court in
Philadelphia & Reading Railway Company v. McKibbin,
Almost four decades later, the Supreme Court, in its landmark decision,
International Shoe Company v. State of Washington,
[b]ut now that the capias ad respondendum has given way to personal service of summons or other form of notice, due process requires only that in order to subject a defendant to a judgment in personam, if he be not present within the territory of the forum, he have certain minimum contacts with it such that the maintenance of the suit does not offend “traditional notions of fair play and substantial justice.” (Citations omitted).
International Shoe,
Since the corporate personality is a fiction, although a fiction intended to be acted upon as though it were a fact, Klein v. Board of Tax Supervisors,282 U.S. 19 , 24,51 S.Ct. 15 , 16,75 L.Ed. 140 ,73 A.L.R. 679 , it is clear that unlike an individual its “presence” without, as well as within, the state of its origin can be manifested only by activities carried on in its behalf by those who are authorized to act for it. To say that the corporation is so far “present” there as to satisfy due process requirements, for purposes of taxation or the maintenance of suits against it in the courts of the state, is to beg the question to be decided. For the terms “present” or “presence” are used merely to symbolize those activities of the corporation’s agent within the state which courts will deem to be sufficient to satisfy the demands of due process. L. Hand, J., in Hutchinson v. Chase & Gilbert, 2 Cir.,45 F.2d 139 , 141. Those demands may be met by such contacts of the corporation with the state of the forum as make it reasonable, in the context of our federal system of government, to require the corporation to defend the particular suit which is brought there. An “estimate of the inconveniences” which would result to the corporation from a trial away from its “home” or principal place of business is relevant in this connection. Hutchinson v. Chase & Gilbert, supra, 45 F.2d [at] 141.
“Presence” in the state in this sense has never been doubted when the activities of the corporation there have not only been continuous and systematic, but also give rise to the liabilities sued on, even though no consent to be sued or authorization to an agent to accept service of process has been given. St. Clair v. Cox,106 U.S. 350 , 355,1 S.Ct. 354 , 359,27 L.Ed. 222 ; Connecticut Mutual Life Ins. Co. v. Spratley,172 U.S. 602 , 610, 611,19 S.Ct. 308 , 311, 312,43 L.Ed. 569 ; Pennsylvania, Lumbermen’s Mut. Fire Ins. Co. v. Meyer,197 U.S. 407 , 414, 415,25 S.Ct. 483 , 484, 485,49 L.Ed. 810 ; Commercial Mutual Accident Co. v. Davis,213 U.S. 245 , 255, 256,29 S.Ct. 445 , 448,53 L.Ed. 782 ; International Harvester Co. v. Kentucky, [234 U.S. 579 ,34 S.Ct. 944 ,58 L.Ed. 1479 ] supra; cf. St. Louis S.W.R. Co. v. Alexander,227 U.S. 218 ,33 S.Ct. 245 ,57 L.Ed. 486 , Ann. Cas.l915B, 77. Conversely it has been generally recognized that the casual presence of the corporate agent or even his conduct of single or isolated items of activities in a state in the corporation’s behalf are not enoughto subject it to suit on causes of action unconnected with the activities there. St. Clair v. Cox, supra, 106 U.S. [at] 359, 360, 1 S.Ct. [at] 362, 363, 27 L.Ed. 222 ; Old, Wayne Mut. Life Ass’n v. McDonough,204 U.S. 8 , 21,27 S.Ct. 236 , 240,51 L.Ed. 345 ; Frene v. Louisville Cement Co., supra, 77 U.S.App.D.C. [129,] 133, 134 F.2d [511,] 515,146 A.L.R. 926 , and cases cited. To require the corporation in such circumstances to defend the suit away from its home or other jurisdiction where it carries on more substantial activities has been thought to lay too great and unreasonable a burden on the corporation to comport with due process.
International Shoe,
Later yet, in
Perkins v. Benguet Consolidated Mining Company,
With regard to an action not arising out of the corporation’s activities within the forum state, however, the business conducted in the state must be “sufficiently substantial.”
Perkins,
The Maryland Court of Special Appeals faced a confluence of these same issues in
Springle v. Cottrell Engineering Corporation,
Writing at the time for the panel of the Court of Special Appeals, Judge Wilner observed that C & JP § 6-102(a) “would appear to provide an independent basis for jurisdiction over appellee, a basis apart from those set forth in [C & JP] § 6-103 and founded solely upon appellee’s being served with process in Maryland.”
Springle,
International Shoe Co. left open the question of whether a foreign corporation possessing the requisite minimum contacts with a State to establish general jurisdiction could yet be sued on a cause of action that was not related to its activities in the State. That question was answered in Perkins v. Benquet Consolidated Mining Co.,342 U.S. 437 [,72 S.Ct. 413 ,96 L.Ed. 485 ] (1952), when the Court concluded that due process would not be offended by the exercise of such jurisdiction. Whether jurisdiction should be exercised in such a case was a matter for the State to determine.
Springle,
After
International Shoe,
states began “to enact what became known as ‘long-arm’ statutes, extending local jurisdiction over foreign corporations based solely upon the most minimal activities within the State.”
Springle,
Section 95,[ 13 ] as then adopted, was identical to § 1.02 of the Uniform Act, and provided three alternative bases of in personam jurisdiction:domicile in the State, organization under the laws of the State, or maintenance of a principal place of business in the State. This was more restrictive than what was permitted under preexisting law under which jurisdiction was possible even where none of these three circumstances existed; but, in light of the expanded scope of jurisdiction permitted under § 96 (the general counterpart to s 1.03 of the Uniform Act),[ 14 ] this was not thought to be a problem. (Emphasis added).
Springle,
The dilemma we face here arose from what, if read literally, would have been perhaps the most sweeping and dramatic, and yet the most silent and probably unwitting, change yet made by the General Assembly in this area. In 1973, the Legislature enacted the Courts article, a recodifí cation of the laws relating to courts and judicial proceedings. What had formerly been article 75, § 95—that bypassed backwater of State jurisdiction—was recodified as § 6-102(a). The Revisor’s Note says of this new section that “subsection (a) presently appears as Article 75, § 95.”
This is not the case. As noted, § 6-102(a) provides for personal jurisdiction as to any cause of action over a person served with process in the state. These words were not in the former law. They were apparently added by the Code Revision Commission subcommittee on Courts, although the minutes of the meeting of the subcommittee reflect no debate, discussion, or reasons given for the addition of that phrase. It was simply added to the draft of § 6-102 that then existed and that, prior to the addition, was more faithful to the source law. The amendment was approved without discussion (at least without discussion reflected in the minutes) by the full Commission at its meeting on June 7, 1973, and thus was included in the draft bill submitted to the Legislature. No further amendments were made, or apparently offered, to that section, which was enacted as submitted by the Code Revision Commission.
Compounding the somewhat misleading statement that subsection (a) “presently appear[ed]” in the law was this additional part of the Revisor’s Note:
“Subsection (a) states the general rule that a state has jurisdiction over its residents and over non-residents served with process in the state as to any cause of action wherever it arose.
“Additional jurisdiction is conferred by § 6-103 which grants jurisdiction over a broader class of persons as to causes of action arising in Maryland.”
(Emphasis in original) (Alterations in original).
Springle,
Although the cases discussed, supra, concerned corporate business entities, we perceive no substantial reason to treat a foreign limited partnership differently with regard to analyzing in personam, jurisdiction. 15 Therefore, service of process within Maryland upon the resident agent of a domestic corporate general partner of a foreign limited partnership does not confer, by itself, personal jurisdiction over the foreign limited partnership in a Maryland court.
We have stated that “to exercise either general or specific jurisdiction, the defendant must maintain sufficient minimum contacts with the forum such that the exercise of jurisdiction meets the ‘general test of essential fairness.’ ”
16
Presbyterian Univ. Hosp. v. Wilson,
IV.
While Maryland courts may obtain jurisdiction over MWINC as it became incorporated under the laws of this State, that alone does not enable the Suing HALP Partners to recover a judgment against MWLP for allegedly breaching the HALP partnership agreement. The Suing HALP Partners, however, argue that “MW[INC] is liable in and for itself, and can be sued with or without MW[LP] as a party.” Thus, the Suing HALP Partners argue that the money judgment against MWINC should stand.
There is no evidence in this record that MWINC, the general partner of MWLP, was itself the alleged wrongdoer with regard to the alleged harm to the Suing HALP Partners. While the Suing HALP Partners assert that MWINC controls MWLP, the Circuit Court’s judgment against MWINC appears based solely upon MWINC’s status as the general partner of MWLP and not upon any actions it committed in its individual corporate capacity. See Memorandum Opinion, Republic Props. Corp. v. Mission West Props., L.P., No. 24-C-00-005675 (Apr. 8, 2004) (referring to MWLP and MWINC as “Defendants,” but noting in a footnote the involvement of MWINC individually in its status as the general partner of the limited partnership). 17 Thus, the Court of Special Appeals was correct on this score as well.
JUDGMENT OF THE COURT OF SPECIAL APPEALS AFFIRMED; COSTS TO BE DIVIDED EQUALLY BY PETITIONERS.
APPENDIX
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Notes
.
. MWLP and MWINC assert in their joint brief that MWLP was served with process in California through registered mail. While the Court of Special Appeals also made mention in a footnote in its opinion of this assertion,
see Mission West Properties, L.P. v. Republic Properties Corporation,
. For purposes of precision and focus, we have collapsed and re-written the questions presented for our review. In their Petition for Writ of Certiorari, the Suing HALP Partners proposed the following questions:
(1) Did COSA [the Court of Special Appeals] err when it ruled that "the judgment must be vacated as to MWLP for lack of personal jurisdiction, and because MWINC faces liability only by virtue of its status as corporate general partner of MWLP, the judgment must be vacated as to MWINC as well”?
(2) Did COSA err in concluding that it must vacate otherwise proper judgments against MW[INC] because it found that the Circuit Court lacked jurisdiction over another party-defendant, MW[LP]?
(3) Did COSA err in concluding that the Circuit Court lacked jurisdiction over MW[LP] given that MW[LP] is domiciled in Maryland and was served with process in Maryland?
(4) Did COSA err in failing to interpret Maryland jurisdictional statutes in a manner consistent with the legislative intent expressly stated in the statutes?
(5) Did COSA err in misinterpreting and misapplying partnership statutes with respect to a jurisdictional issue?
(6) Did COSA err in interpreting and applying Maryland jurisdictional statutes?
. The Court of Special Appeals also provided, in an appendix to its opinion, a helpful graphical representation of the various entities involved in the present case and their relationships.
Mission West,
. In this footnote, the Court of Special Appeals observed that:
This case was not specially assigned; however, the parties had argued their motions to dismiss for lack of personal jurisdiction and for failure to join necessary parties before the chambers judge. The motions were denied by the chambers judge in terse orders that stated "for reasons explained on the record at argument.” Despite that reference to the explanation on-lhe-record by the chambers judge, we were unable to find any transcript of the hearing in the record or in the record extract. Appellants again raised the motions before the trial judge, and the ruling reproduced herein represents the basis of the denial of the motions to dismiss for failure to join necessary parties and lack of in personam jurisdiction.
Mission West,
. C & JP § 6-103 provides, in part:
(a) Condition.—If jurisdiction over a person is based solely upon this section, he may be sued only on a cause of action arising from any act enumerated in this section.
(b) In general.—A court may exercise personal jurisdiction over a person, who directly or by an agent:
(1) Transacts any business or performs any character of work or service in the State;
(2) Contracts to supply goods, food, services, or manufactured products in the State;
(3) Causes tortious injury in the State by an act or omission in the State;
(4) Causes tortious injury in the State or outside of the 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 the State or derives substantial revenue from goods, food, services, or manufactured products used or consumed in the State;
(5) Has an interest in, uses, or possesses real property in the State; or
(6) Contracts to insure or act as a surety for, or on, any person, property, risk, contract, obligation, or agreement located, executed, or to be performed within the State at the time the contract is made, unless the parties otherwise provide in writing.
. Apparently aware that they failed to raise an argument under C & JP § 6-103 before the Court of Special Appeals,
see Mission West,
. The argument in the present case involves a dispute over personal jurisdiction, not insufficiency of service of process,
see
Md. Rule 2-322(a);
see also Perkins v. Benguet Consolidated Mining Co.,
Nonetheless, we note that Rule 2-124(f) refers to service of process procedures for a "limited partnership.” At no place in the Civil Procedure for Circuit Court Title of the Maryland Rules, however, is the term "limited partnership” defined. In RULPA, "limited partnership” is defined: " ‘limited partnership’ and ‘domestic limited partnership' mean a partnership formed by two or more persons under the laws of the State...." C & A § 10—101(i); see also C & A § 9A-101(h) (providing a similar definition under RUPA). RULPA also separately defines a "foreign limited partnership”: "a partnership formed under the laws of any state other than the State of Maryland or under the laws of a foreign country....” C & A § 10-101(f); see also C & A § 9A-101(f) (providing a similar definition under RUPA). In addition, Maryland Rule 2-124(o), which sets forth the procedures for substituted service upon the Maryland Department of Assessments and Taxation, states that "[slervice may be made upon a corporation, limited partnership, limited liability partnership, limited liability company, or other entity required by statute of this State to have a resident agent (Emphasis added). While a limited partnership formed in Maryland is required to name a resident agent in Maryland, a foreign limited partnership is not, unless it elects to conduct business lawfully in Maryland. Compare C & A § 10-104(a) with C & A § 10-902. Moreover, in discussing proposed amendments to Rule 2-124 on 7 June 1994 during this Court's hearing, Judge Wilner, then Chairman of the Standing Committee on Rules of Practice and Procedure and Chief Judge of the Court of Special Appeals, stated: "we really try to set out all of the different entities that now exist in Maryland and to provide a clear statement as to each one as to how you go about serving them.” (Emphasis added). Finally, the language of the Rule the Suing HALP Partners rely upon to authorize how proper service on MWLP may be made ("If the limited partnership has no resident agent ... service may be made upon any general partner ...”) is the “reserve parachute” language of the Rule. This portion of the Rule seems intended to be deployed only upon the failure of service on the resident agent of the limited partnership.
. This Court grappled with this development in
Crook v. The Girard Iron & Metal Co.,
. As the Court of Special Appeals noted in
Springle v. Cottrell Engineering Corporation,
Whereas under the earlier law State jurisdiction rested exclusively upon the "presence” of a foreign corporation presumed by reason of its transacting business in the State, the device of requiring the appointment of a resident agent authorized to accept service of process added another theory, or fiction, upon which such jurisdiction could be based—that of consent. This is a theory that won apparent Supreme Court approval in Pennsylvania Fire Insurance Co. v. Gold Issue M. & M. Co.,243 U.S. 93 [,37 S.Ct. 344 ,61 L.Ed. 610 ] (1917).
. In
Thomas v. Hudson Sales Corp.,
International Shoe, a Delaware corporation, with its principal place of business in St. Louis, Missouri, and engaged in the manufacture of footwear, was sued by the State of Washington for Unemployment Compensation contributions on thirteen salesmen residing in the State of Washington and who were paid by commissions based upon the amount of sales. They wei-e under the direct supervision and control of sales managers located in St. Louis. The corporation had no office in the State of Washington and made no contracts either for sale or purchase of merchandise there. It supplied its salesmen with a line of samples which they displayed to prospective purchasers. On occasion they rented permanent sample rooms for exhibiting samples in business buildings or rented rooms in hotels for that purpose. The cost of such renting was paid by the corporation. The salesmen who solicited the orders forwarded them to St. Louis for acceptance or rejection. When accepted the merchandise was shipped f. o. b. from points outside Washington State to the purchasers within the State and invoiced at the place of shipment from which collection was made. The salesmen had no authority to enter into contracts or to make collections.
. In
Thomas, supra,
The suit was for dividends and damages upon causes of action arising from activities of the corporation outside of the State of Ohio. The president and general manager of that Philippine corporation, whose activities there were halted by the war, returned to his home in Ohio where he carried on a continuous and systematic supervision and direction of the corporation’s wartime activities. He used local banks for carrying the corporation funds and as transfer agents of its stock. He also held several directors' meetings in an office in his home where he also kept files of the corporation. The president was served in Ohio.
. A precursor of C & JP § 6-102.
. A precursor of C & JP § 6-103.
. While the provisions of RUPA apply also to limited partnerships, limited partnerships are distinct from partnerships and partake of many significant characteristics exhibited by corporations. One important difference between a partnership and a limited partnership in Maryland is that, unlike with a partnership, formation of a limited partnership requires a prescribed act of filing articles with the Maryland Department of Assessments and Taxation.
Compare
C & A § 9A-202
with
C & A § 10-201. This is similar to the filing requirement for forming a corporation.
See C & A §
2-102. As we stated in
Klein v. Weiss,
Ll]imited partnerships were unknown at common law; they are exclusively a creature of statute, their main purpose being to permit a form of business enterprise, other than a corporation, in which persons could invest money without becoming liable as general partners for all debts of the partnership. The general purpose of [limited partnership) acts was not to assist creditors, but was to enable persons to invest their money in partnerships and share in the profits without being liable for more than the amount of money they had contributed. The reason for this was to encourage investing. (Emphasis added) (Citations omitted) (Internal quotations omitted) (Second alteration in original).
In
Della Ratta
v.
Larkin,
. As we reiterated in
Presbyterian University Hospital v. Wilson,
we did not mean to suggest that there is some form of jurisdiction in between general and specific jurisdiction. We merely indicated that in circumstances such as that in the instant case, where a defendant may not have sufficient contacts to support general jurisdiction, a trial judge need not segregate factors tending to support general jurisdiction from those supporting specific jurisdiction. Rather, the court may utilize factors relevant to general jurisdiction in making a determination regarding the propriety of the forum's exercise of specific personal jurisdiction over a defendant.
. The Suing HALP Partners assert that a "general partner of a limited partnership has the rights and powers and is subject to the restrictions and liabilities of a partner in a partnership,” citing C & A § 10-403(a), and thus "all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law,” citing C & A § 9A-306(a) (Emphasis added). Once the judgment against MWLP is eliminated there are no obligations of the partnership.