Chapter 34 All Cases

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Michael Quijano
Business Law
Chapter 34
Case 34-1
Tiller Construction Corp. v Nadler
Tiller Construction Corporation entered into two contracts with Nadler, the CEO of Glenmar, where Tiller would do “the work” for Nadler at Westridge for $637,000 and the other for Tiller to do “the work” for Nadler at Cranberry for $688,800. Nadler agreed to be personally liable to Tiller for the payment of both contracts. When the job was done, Nadler refused to pay the remaining balance of $229,799.46 for the Cranberry project and a remaining balance of $264,273.85 for the Westridge project. So Tiller sued Nadler for the amount owed, plus interest, costs, and attorney’s fees. Nadler Filed a motion to dismiss based on 7-301. In this motion, Nadler asserted that Tiller was a New york Corporation “which has never qualified to transact business in the State of Maryland.”

Did Tiller do enough work in Maryland that would make him not qualify to transact business in the State of Maryland? The issue is that Tiller stated that he was not doing regular business in Maryland, but small part-time work and that he was safe under the foreign contractors law. Nadler tried to prove that Tiller did a substantial amount of business in the state of Maryland.

The judge ruled in favor of Nadler in the motion to dismiss the case.

The judge stated that there are four factors to consider in a foreign company doing work in another state. One, does the corporation pay taxes in the state. Two, does the company maintain a property here, including an office, telephone, employees, agents, inventory, facilities, and bank accounts. Three, does the company make contracts in the state. And four, is the management functions in the state pervasive? Basically Tiller was called a foreign company and was not granted access to the court system and did not properly register with the state of Maryland.

Case 34-2
Coopers & Lybrand v. Fox
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