Ronald Nadler was a resident of Maryland and the CEO of Glenmar Cinestate, Inc., a Maryland corporation, as well as its principal stockholder. Glenmar leased certain space in the Westridge Square Shopping Center, located in Frederick, Maryland, and in Cranberry Mall, located in Westminster, Maryland.
Tiller Construction Corporation and Nadler entered into two contracts for the construction of movie theaters at these locations, one calling for Tiller to 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. Ronald Nadler requested that Tiller send all bills to Glenmar, the lessee at both shopping malls, but agreed to be personally liable to Tiller for the payment of both contracts.
All inventory was bought and paid for locally, and Tiller paid sales tax in Maryland. Although there was no formal office in the state, Tiller leased a motel room for a considerable period of time, posted a sign at the job site, and maintained telephone numbers listed in information. In addition, Tiller engaged in fairly pervasive management functions, and the value of the projects comprised a substantial part of Tiller's revenues during the period.
At the time of the suit, there was a net balance due for the Cranberry project in the amount of $229,799.46, and on the Westridge project for the sum of $264,273.85, which Nadler refused to pay, even though he had approved all work and the work had been performed in a timely, good, and workmanlike manner.
Tiller Construction Corporation sued Ronald Nadler and Glenmar Cinestate, Inc., for breach of contract. Nadler filed a motion to dismiss based on Maryland's business corporation statute, which prohibits a foreign corporation that conducts intrastate business in Maryland from maintaining a suit in Maryland courts if the corporation fails to register or qualify under Maryland law. Nadler asserted that Tiller was a New York corporation that has never qualified to transact business in the state of Maryland. Tiller conceded that the corporation had not qualified to do business in Maryland but argued that Tiller was not required to qualify because its activities did not constitute, in the contemplation of the statute, doing business in the state as Tiller just had occasional business in Maryland. Discuss whether Tiller could bring suit in Maryland.