Mackey v. Compass Marketing

Annotate this Case

Download PDF

James J. Mackey, et al. v. Compass Marketing, Inc. Misc No. 4, September Term, 2005. COURTS - PERSONAL JURISDICTION - LONG-ARM JURISDICTION - DUE PROCESS: Conspiracy theory of personal jurisdiction is consistent with the Due Process Clause of the Fourteenth Amendment of the United States Constitution. COURTS - PERSONAL JURISDICTION - LONG-ARM JURISDICTION MARYLAND LONG-ARM STATUTE: Maryland law recognizes the conspiracy theory of personal jurisdiction as a basis for obtaining personal jurisdiction in Maryland over a coconspirator, as one co-conspirator acts as the agent of another co-conspirator within the meaning of the Maryland long-arm statute when the requirements of the conspiracy theory of personal jurisdiction are met. In the United States District Court for the District of Maryland Case No. 04cv1663-AMD IN THE COURT OF APPEALS OF MARYLAND Misc. N o. 4 September Term, 2005 JAM ES J. M ACK EY, et al. v. COMPASS MARKETING, INC. Bell, C.J. Raker Wilner Cathell Harrell Battaglia Greene, JJ. Opinio n by Rak er, J. Filed: February 9, 2006 In this Certified Question case, pursuant to the Maryland Uniform Certification of Questions of Law Act, Maryland Code (1974, 2002 Repl. Vol., 2004 Cum. Supp.), §§ 12-601 through 12-613 of the Courts and Judicial Proceedings Article, and Maryland Rule 8-305, the United States District Court for the District of Maryland has certified the following questions of Maryland law: (1) Whether Maryland recognizes the conspiracy theory of jurisdiction as a matter of state law? (2) If Maryland recognizes the conspiracy theory of jurisdiction, what elem ents must a plaintiff alleg e for a cou rt to have jurisdiction over the out-of-state defendant under that theory? Our answ er to the first qu estion shall be YES , and we s hall answer the second question by adopting the standard articulated in Cawley v. Bloch, 544 F . Supp . 133 (D . Md. 1 982). I. We recite the facts as set ou t in the certification order. This action arises f rom an alle ged cons piracy betwe en Defe ndants to cut Plaintiff Compass Marketing Inc. s brokerage commissions and otherwise interfere with Compass business. Compass filed a complaint against defenda nts Schering-Plough Corp., Schering-Plou gh Health Care Products, Inc., Schering -Plough H ealth Care Products Sales Corp. (sometimes referred collectively as Schering-Plough), Wyeth (Wyeth was previously known [as] the Whitehall-Robins Healthcare Division of American Home Products Corporation, but is referred to herein as Wyet h), Ja mes J. M acke y, and Samuel Severino. Plaintiff s complaint was filed in May 2004 in the U.S. District Court for the District of Maryland. Schering-Plough and Wyeth answered denying liabi lity. Defendants Severino and Mackey each moved to dismiss the Complaint against them claiming, am ong other grounds, la ck of jurisd iction over them personally under the Maryland long arm statute. On March 25, 2005, this C ourt granted the motion in part, with leave for Plaintiff to file an amended complain t, but denied the motion without prejudice on the issue of personal jurisdiction, deciding to certify the issue of whether Maryland recognizes the conspiracy theory of jurisdiction as a matter of state law to the Maryland Court of Appeals. The allegations stated below are taken from plaintiff s First Amended Comp laint. At this preliminary stage, this Court has not made any findings of fact regarding the alleged co nspiracy or any other facts set forth in the First Amended Complaint. Defendants Schering-Plough and Wyeth deny the existence of an y conspira cy or liability and deny m any of the spe cific allegations set forth below, and defendants Mackey and Severino have not answered the comp laint becaus e they contest this Court s jurisd iction over them. -2- Schering-Plough and Wyeth are in the business of manufacturing and distributing pharmaceutical and other consumer health care products in the United States and throughout the world. Schering-Plough and Wyeth do not dispute that they are eac h subject to ju risdiction in M aryland. Compass is a Maryland based broker in the business of marketing and brokering consumer health care produ cts and other products. Some but not all of Schering-Plough and Wyeth goods brokered by Comp ass are delive red by those co mpanies to customers in Maryland. Sam Severino was, at the time, Director, Special Markets, of what is now Wyeth; James Mackey was and is Senior Vice President of Sales of Schering-Plough. At the time of relevant events, and for several years previously, Compass brokered consumer health care products for both Schering-Plough and Wyeth pursuant to separate agreements. In January 2001, Severino met with Co mpass in M aryland to neg otiate a cut in the brokerage commission paid by Wyeth to Compass, but upon learning that Schering-Plough was paying Compass an even higher brokerage fee, Severino decided not to cut Compass brokerage fee at that time. Shortly thereafter, Severino and Mackey communicated concerning cutting Compass brokerage commissions. Mackey and Severino were long-time friends and/or business colleagues, and just prior to his employment at Schering-Plough, Mackey worked at Wyeth and was Severino s superior. Mackey told Severino -3- to meet with Thomas Moeller, Vice President of Sales at Schering-Plough responsible for the division which included Compass, to discuss jointly cutting the brokerage fees that W yeth and Schering-Plough were paying to Compass; and that Mackey told Moeller to meet with Severino, to discuss jointly cutting the brokerage fees that Wyeth and Schering-Plough were paying to Compass. Sometime prior to March 30, 2001, Severino and Moeller met at a trade eve nt, held at a location other than in Maryland , and reach ed an agre ement fo r Wyeth and Schering-Pl ough to jointly cut t he broke rage fees that W yeth and Schering-Plough were paying to Compass. On March 30, 2001, Compass received a telephone call from Peggy Smith of Schering-Plough, informing Compass that its commissions from Schering-Plough were being cut to four percent for Compass largest account only. Thereafter, Compass received a letter from Schering-Plough, dated April 5, 2001, confirming that Compass commissions from Schering-Plough were cut to four percent, effective April 2, 2001, not only for Compass largest account, but for all of Compass business (excluding new customers for the first 6 months). On or about April 2, 2001, Compass received a letter from Wyeth, signed by Severino and dated March 30, 2001, informing Compass that its commissions from Wyeth were being cut to three percent for its largest -4- account, effective May 1, 200 1 (Compass co mmissions on othe r existing Wyeth s [sic] accounts w ould be five percen t). Compass sought to h ave Sche ring-Ploug h not put the commiss ion cuts into effect, b ut was un successfu l. The cuts w ent into effe ct in June an d July 2001, when C ompass re ceived in M aryland the first reduced commission paymen ts from Wyeth a nd Sch ering-P lough r espectiv ely. II. Appellan ts Mackey and Severino argue before this Court that Maryland law does not recognize the consp iracy theory of jurisd iction because it is incon sistent with the plain language of the Maryland long-arm statute, Md. Code (1974, 2002 Repl. Vol., 2005 Cum. Supp.), § 6-103(b) of the Courts and Judicial Proceedings Article.1 They argue further that the conspiracy theory violates the Due Process Clause of the Fourteenth Amendment to the United States Constitution by not satisfying the minimum contacts test required by Int l Shoe Co. v. Washington, 326 U.S . 310, 66 S . Ct. 154, 90 L . Ed. 95 (19 45), and its progeny because it permits the contacts of one pe rson with th e forum s tate to serve as the contacts of another person for pu rposes of the m inimum contac ts test. 1 Unless indicated otherwise, all subsequent statutory references herein shall be to Md. Code (1973, 2002 Repl. Vol., 2005 Cum. Supp.), Courts and Judicial Proceedings Article. -5- Appellee Comp ass Mark eting urges this Court to recognize the conspiracy theory. In response to appellants arguments, appellee notes that the majority of jurisdictions that have considered this issue have recognized the conspiracy theory of jurisdiction. Appellee recommends that we ad opt the stand ard set out in Cawley v. Bloch, 544 F. Supp. 133 (D. Md. 1982). Appellee contends that Cawley s requirement that it be reasonable for the coconspirators to expect th at their contemplated conspiracy will lead to consequences in a particular foru m gives the co -con spira tors f air w arning su ffic ient t o satisfy due process concerns that they could be subject to the forum s jurisdiction bec ause of ac ts done in furthera nce o f the conspira cy. III. The question of whether Maryland recognizes the conspiracy theory of jurisdiction as a matter of s tate law presents an issue of first impression for this Court. It is clear today that physical presence within a state is not a nece ssary prerequis ite to the proper assertion of personal jurisdiction an d that unde r most states lo ng-arm sta tutes, certain acts and effe cts of those acts may be the basis for a court to exercise jurisdiction of a nonr esident as w ell as a perso n who has no t physically e ntered w ithin the territorial b orders o f the sta te. Courts have drawn routinely from the substantive law of agency to justify the exercise of personal jurisdiction over nonresident defendants. Imputation, or attribution, of jurisdictional contacts is not a new notion. It is long-established that personal jurisdiction -6- may be exercised over a nonresident defendant on the basis of the actions of the nonresident defendant s agent. M aryland s long -arm statute e xplicitly grants jurisdiction over a principal based on acts performed through an agent. See § 6-103(b) (providing for exercise of personal jurisdiction over someon e who perfo rms acts enumerated in statute personally or by an agent ). 2 Since the inception of the International Shoe line of jurisprudence, the 2 The Maryland Long-Arm Statute, Md. Code (1974, 2002 Repl. Vol., 2005 Cum. Supp.), § 6-103 of the Courts and Judicial Proceedings Article, provides as follows: (a) 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 en umera ted in thi s section . (b) A court may exercise personal jurisdiction over a person, who dire ctly or by an agen t: (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 S tate 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 in terest in, uses, or possesses real property in the State; or (6) Contracts to insure or act as surety for, or on, any person, property, risk, con tract, obligation, or agreement located, executed, or to be performed within the State at th e time the contract is made, unless the parties otherwise provide in writing. (c)(1)(i) In this subsection the following terms have the mean (contin ued...) -7- Supreme Court has not expressed any doubt that the acts of corporate agents may be attributed to a corporation for purposes of determining whether personal jurisdiction is proper over the principal. See Int l Shoe, 326 U.S . at 316-19, 6 6 S. Ct. at 15 8-60 (hold ing that, because the corpo rate person ality is a fiction, whether a corporation s contacts with a forum are sufficient to subject it to suit in that forum is determined by reference to the activitie s carried on in its b ehalf b y those w ho are a uthoriz ed to ac t for it ). Analogous to the agency concept of jurisdiction is the conspiracy theory of jurisdiction. Under th is theory, an out-o f-state party involved in a consp iracy who w ould lack sufficient, personal, minimu m contacts with the f orum state if only the party s individual conduct w ere conside red neverth eless may be subject to suit in the forum jurisdiction based upon a c o-conspirator s contacts with the forum state. The basic premise of the conspiracy theory of personal jurisdiction is that certain acts of one co-conspirator that are done in fu rtherance o f a consp iracy may be considered to be the acts of another coconspirator for purpo ses of dete rmining w hether a fo rum state m ay exercise personal 2 (...continued) ings indicated. (ii) Computer information has the meaning stated in § 22-102 of the Commercial Law Article. (iii) Computer program has the meaning stated in § 22-102 of the Commercial Law Article. (2) The provisions of this section apply to computer information and computer programs in the same manner as they app ly to goods and ser vices. Subsequent references to the long-arm statute shall refer to this section. -8- jurisdiction over th e other c o-cons pirator. Put differently, the co nspiracy theory pe rmits certain actions done in furtherance of a conspiracy by one co-conspirator to be attributed to other co -consp irators fo r jurisdic tional pu rposes . Courts arou nd th e cou ntry have u tilize d conspi racy concepts to establish personal jurisdiction. See, e.g., Leasco Processin g Equip. C orp. v. Ma xwell, 468 F.2d 1326 (2d Cir. 1972). 3 Courts adopting the conspiracy theory of personal jurisdiction have recognized that 3 The highest courts of the states of Delaware, Florida, Minnesota, Tennessee, and South Carolina have recognize d the co nspirac y theory of j urisdictio n. See Chenault v. Walker, 36 S.W .3d 45 (Te nn. 2001 ); Execu-Tech Bus. Sys., Inc. v. New Oji Paper Co. Ltd., 752 So.2d 582 (Fla. 2000) ; Hammond v. Butler, Means, Evins & Brown, 388 S.E.2d 796 (S.C. 1990); Istituto Bancario Italiano SpA v. Hunter Eng g Co., 449 A.2d 210 (D el. 1982); Hunt v. Nevada State Bank, 172 N.W.2d 292 (Minn. 1969). The Texas Supreme Court has rejected the con spiracy th eory. See Nat l Indus. Sand Ass n v. Gibson, 897 S.W.2d 769 (Tex. 1995). Intermedia te state appellate courts in Illinois, New Mexico, Georgia, and New York have recognized the conspiracy theory. See Santa Fe Technologies, Inc. v. Argus Networks, Inc., 42 P.3d 1221 (N.M. Ct. App. 2002); Cameron v. Owens-Corning Fiberglas Corp., 695 N.E.2d 572 (Ill. App. C t. 1998); Rudo v. Stubbs, 472 S.E.2 d 515 (G a. Ct. App . 1996); Reeves v. Phillips, 388 N.Y.S.2d 294 (197 6). Intermed iate state appe llate courts in C alifornia and Washington have re jected th e consp iracy theo ry. See Hew itt v. Hewitt, 896 P.2d 1312 (Wash. Ct. App. 1995); Manso ur v. Super . Ct. of Oran ge Cou nty, 46 Cal. Rptr. 2d 191 (Cal. Ct. App. 1995). Many federal courts hav e recog nized th e consp iracy theo ry in vario us form s. See, e.g., Textor v. B d. of Regen ts, 711 F.2d 1387 (7th Cir. 1983) ; Remmes v. Int l Flavors & Fragrances, Inc., 389 F. Supp. 2d 1080 (N.D. Iowa 200 5); In re Vitamins Antitrust Litig., 270 F. Supp. 2 d 15 (D.D .C. 2003); Gen. Motors Corp. v. Ignacio Lopez de Arriortua, 948 F. Supp. 65 6 (E.D. M ich. 1996); Cawley, 544 F. Su pp. at 135; Vermont Castings, Inc. v. Evans Products Co., 510 F. Su pp. 940 (D . Vt. 1981); Gemini Enterprises, Inc. v. WFMY Television Corp., 470 F. Supp. 559 (M.D.N.C 1979); McLaughlin v. Copeland, 435 F. Supp. 513 (D. Md. 197 7). Others ha ve declined to adopt it, ho lding that it is inconsistent with due process. See In re New Motor Vehicles Canadian Exp. Antitrust Litig., 307 F. Supp. 2d 145 (D. Me. 2004); Steinke v. Safeco Ins. Co. of Am., 270 F. Supp. 2d 1 196 (D. M ont. 2003); Insolia v. Phillip Morris, Inc., 31 F. Supp. 2d 660 (W .D. Wis. 19 98); Karsten Mfg. Corp. v. (contin ued...) -9- this use of the fact of a conspiracy to attribute the contacts of one co-conspirator to another co-conspirator for jurisdictional purposes is an extension of the principle that the acts of one civil co-conspirator are attributed to other co -conspirators for purpose s of determining the civil liabi lity of the p artic ipan ts in the co nspi racy. See, e.g ., Textor, 711 F.2d at 1392 (noting that [t]he conspiracy theo ry of personal jurisdiction is based on the time honored notion that the acts of [a] conspirator in furtherance of the conspiracy may be attributed to the other members of the conspiracy. (quoting Gemini Enterprises, 470 F. Supp. at 564) (alterations in origin al)). It is well established in Maryland law that a conspirator can be liable for the conduct of a co-conspirator. A civil conspiracy has been defined in Maryland as a combination of two or more persons by an agreement or understan ding to acc omplish an unlawfu l act or to use unlawful means to accomplish an act not in itself illegal, with the further requirement that the act or the means employed must result in damages to the plaintiff . Hoffman v. Stamper, 385 Md. 1, 24, 867 A.2d 276, 290 (2005) (quoting Green v. Wash. Sub. San. Com m n, 259 Md. 206, 221, 269 A.2d 815, 824 (1970)). The plaintiff must prove an unlawfu l agreeme nt, the commission of an overt act in furtherance of the agreement, and that as a result, the plaintiff suffered actual injury. Id. at 25, 867 A.2d at 290. The unlawful agreement is not actionable by itself; rather, the [t]ort actually lies in the act causing the harm to the 3 (...continued) U.S. Golf Ass n, 728 F. Supp. 14 29 (D. A riz. 1990); Kipperman v. McCone, 422 F. Supp. 860 (N.D. C al. 1976). -10- plaintiff. Id. Thus, civil conspiracy is not capable of independently sustaining an award of damages in the absen ce of othe r tortious injury to the plaintiff. Id. (internal citations and quotatio ns omi tted). In the often cited case of Cawley v. Bloch, 544 F. Supp. 133, 135, (D. Md. 1982), the United States District Court for the District of Maryland discussed the conspiracy theory of jurisdiction. Judge Joseph H. Young explained that the conspiracy theory of jurisdiction is based on two p rinciples: (1) tha t the acts of one co-c onspirator a re attributable to all co-conspirators, and (2) that the constitutional requirement of minimum contacts between non-resident defenda nts and the f orum can be met if the re is a substantial connection between the forum an d a consp iracy entered into by such defendan ts. The court articulated the theory as follows: Under that doctrine, when (1) two or more individuals conspire to do something (2) that they could reasonab ly expect to lead to consequences in a particular forum, if (3) one co-conspira tor commits o vert acts in furtherance of the conspiracy, and (4) those acts are of a type wh ich, if committed by a non-resident, would subject the non-res ident to personal jurisdiction under the long-arm statute of the forum state, then those overt acts are attributable to the other co-conspirators, who thus become subject to personal jurisdiction in the forum, even if the y have no dir ect contacts w ith the foru m. Id. at 135. -11- We shall recognize this version of the theory, based on the premise that one coconspirator is acting as the agent of the others, and that those acts are acts of the other coconspirator done by an agent within the meaning of § 6-103(b) of the Maryland long-arm statute. We now turn to the issue posed by the first certified question: whether Maryland recognizes the conspiracy theory of jurisdiction . Determin ation of pe rsonal jurisdic tion is a two-step process. First, the requirements under the long-arm statute must be satisfied, and second, the exercise of jurisdiction m ust comp ort with due process. Maryland has construed our long-arm statute to authorize the exercise of personal jurisdiction to the full extent allowable under t he Du e Proce ss Clau se. See, e.g., Beyond v. Realtime, 388 Md. 1, 15, 878 A. 2d 567, 576 (2005); Geelhoed v. Jensen, 277 Md. 220 , 224, 352 A.2d 8 18, 821 (1976). Thus, the evaluation becomes one of determining whether the defendant s actions satisfy the minimum contacts required by due process so that maintenance of the suit does not offend traditional notions of fair play and substantial justice. Int l Shoe, 326 U.S. at 316, 66 S. Ct. at 154. The Court must be assured that defen dant s con tacts with Maryland are such that he should reasonably anticipate being haled into court there. World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 297 , 100 S. Ct. 559, 567, 62 L. Ed. 2d 490 (1 980). Although this question is ultimately one of Maryland statutory law, its resolution requires us to first consid er wheth er the consp iracy theory of pe rsonal jurisdic tion is consistent with the Due Process Clause. This is so for two reasons. First, if the conspiracy theory were inconsisten t with due process, that inconsistency would require us to reject the -12- conspiracy theory as an interpretation of the lo ng-arm statute. See Nationsbank v. Stine, 379 Md. 76, 86, 839 A.2d 727, 733 (2003) (in deciding between competing constructions of a statute, we pref er the constr uction that avoids raising a constitutional issue). Maryland courts, of course, would not exercise jurisdiction over a non-resident defendant if it were inconsistent with due process. Second, as noted above, we interpret the long-arm statute in light of the intent of the Ge neral Asse mbly to exten d persona l jurisdiction to th e limits permitte d by the D ue Pro cess C lause. A. Due Process and the Conspiracy Theory of Personal Jurisdiction We conclude that the conspiracy theory of personal ju risdiction is con sistent with the Due Process C lause of the Fourteen th Amen dment. The central due process issue raised by the conspiracy theory is whether the relationship between co-conspirators specified by the conspiracy theory is sufficient to justify the a ttribu tion contemp lated by the theo ry. The legal relationship of one pa rty to another m ay affect the jurisdictional balance; under the attribution method, the legal relationship between two or more persons m ay be such tha t it is reasonable to attribute the jurisdictional contacts of one party to the other. The effect of attribution is that the contacts that permit jurisdiction over the first party may be used against the second, thereby establishing jurisdiction over that party also . Applied to the conspiracy theory of jurisdiction, the acts of a co-conspirator in furtherance of the conspiracy may be attributed to other co-conspirators if the requirem ents of the conspiracy theory are met. The attribution principle enables a court to exercise jurisdiction over nonresidents involved in a -13- conspiracy when a co-consp irator perform s jurisdictionally sufficient a cts in furtherance of the c onsp iracy. The use of contact attribution for purposes of establishing personal jurisdiction over nonresident defendants is well-established in the Supreme Court s minimum contacts due process jurispru dence . As disc ussed, s upra, International Shoe itself established that attribution of the acts o f an agen t for person al jurisdiction p urposes is c onsistent w ith due process. Likewise, courts applying the International Shoe standard have held that actions of a partner in the scope of the partnership s business may be attributed to a partn ership. See, e.g., Sher v. Johnson, 911 F.2d 1357, 1362 (9th Cir. 1990) (holding that, because [f]or purposes of personal jurisdiction, the actions of an agent are attributab le to the p rincipal , the acts of a pa rtner are treated as acts of the partn ership for purposes of determining whether personal jurisdiction is pr oper ove r the partnership if the acts are treated as acts of the partnership under ap plicable state p artnership law ). Courts applying International Shoe and its progeny have held also that the actions of a subsidiary corp oration ma y be attributed to a parent corporation under some circumstances, even if it would not necessarily be appropriate to pierce the corporate veil between the parent and the subsid iary. See, e.g ., Gallagher v. Mazda Motor of Am., Inc., 781 F. Supp. 1079, 1085 (E.D. Pa. 1992) (holding that the acts of a subsidiary may be attributed to a parent for jurisdictional purposes if the parent would h ave done these acts itself if the subsid iary did not exist); Bulova Watch Co., Inc., v. K. Hattori & Co., Ltd., 508 F. Supp. 132 2, 1342 (E.D.N .Y 1981) (same ). -14- Fina lly, in World-Wide Volkswagen, the Supreme C ourt addressed the issue of when the actions of distributors of a manufacturer s goods may be attributed to a manufacturer for jurisdictional purposes. In World-Wide Volkswagen, the defendant, World-Wide, was a regional distributor of Volkswagen automobiles, selling to dealerships in New York, New Jersey, and Co nnecticut th at then sold the ca rs to resid ents of those sta tes. World-Wide Volkswagen, 444 U.S . at 298, 100 S. Ct. at 567. Given that its products were not distributed to retailers wh o sold into Oklahoma , the forum at issue, Wo rld-Wide did not place its cars into the stream of commerce with the expectation that they would be purchased by Oklahoma consumers. Id. at 297-98, 100 S. Ct. at 5 67. C onse quently, the Court concluded that WorldWide could not have reasonably anticipated facing a suit in Oklahoma based upon allegations that these auto mobiles were defective . Id. at 296-97 , 100 S. Ct. a t 566-67 (re jecting this view because u nder it [e]v ery seller of cha ttels would in effect appoint the chattel his agent for service of process ). The World-Wide Volkswagen Court, however, held that a manufacturer could be subject to jurisdiction in a forum state if it delivers its pro ducts into the stream of commerce with the expectation that they will be purchased by consumers in the forum State. Id. at 298, 100 S. Ct. at 567. Thus, the Court effectively held that the acts distributors take in distribu ting a man ufacturer s products in to a particular forum state may be attributed to the manufa cturer for pu rposes of o btaining pe rsonal jurisdic tion over th e manufacturer in the state if the manufa cturer placed its products in to the stream of commerce with the expectation that they would eventually be purchased in the state. -15- We conclude that the conspiracy theory of jurisdiction does not violate due process. We find that the relationship betwe en co-conspirators contemplated by the conspiracy theory is similar to the relationship that the Supreme Court deemed sufficient in World-Wide Volkswagen to warrant attribution of the acts of a distributor of goods to the manufacturer of the goods. We further con clude that the relationship betw een co-conspirators contemplated by the conspiracy theory is different than the relationships that the Supreme Court has found insufficient for attribution. In Burger King Corp. v. Rudzewicz, 471 U.S. 462, 105 S. Ct. 2174, 85 L. Ed. 2d 528 (1985), Justice Brennan provided a helpful synthesis of the Supreme Court s due process personal jurisdiction jurisprudence. Justice Brennan explained that a central purpose behind the due process minimum contacts requirement of International Shoe is to ensure that individuals have fair warning that a particular activity may subject [them] to the jurisdiction of a foreign sovereign. Id. at 471-72, 105 S. Ct. at 2181-82 (quoting Shaffer v. Heitner, 433 U.S. 186, 218, 97 S. Ct. 2569, 2587, 53 L. Ed. 2d 683 (1 977) (S tevens , J., concu rring)). This fair warning requirement serves the further purpose of ensuring that potential defe ndants can w ith re ason able certa inty predict the fora in which they may be forced to d efend su its if they engag e in certain types o f conduc t. See id. at 472, 105 S. Ct. at 2182. This in turn permits potential defenda nts to structure their primary co nduct w ith some minimum assurance as to w here that co nduct w ill and will no t render them liable to suit. Id. (quoting World-Wide Volkswagen, 444 U.S. at 297, 100 S. Ct. at 567). -16- It was this due process co ncern that, without fair warning that a potential defendant may be subject to suit in a particular forum, the potential defendant would be unable to plan its activities so as to take into account the possibility of defending a suit in that forum that led the World-Wide Volkswagen Court to delineate the scope of the stream of commerce theory as it did. In Burger King, Justice Brennan explained that the fair warning requirement is satisfied if a defendant purposefully directs activities at the forum state and litigation arises out of thos e activitie s. See id. at 472-73, 105 S. C t. at 2182. H e then app lied that princip le to the Court s holding in World-Wide Volkswagen, noting that the fair warning requirement explains the Court s conclusion in World-Wide Volkswagen that a manufacturer must expect that its products w ill be distributed in a particular f orum w hen it places them in the stream of comme rce in order to be s ubject to suits rela ted to tho se prod ucts in th at forum . See id. As the World-Wide Volkswagen Court noted, World-Wide s lack of fair warning that it may face suit in Oklaho ma by selling c ars to dealers hips in the N ortheast left it un able to act to alleviate the risk of . . . litigation by procuring insurance, p assing the e xpected c osts on to customers, or . . . severing its connection with the State. World-Wide Volkswagen, 444 U.S. at 2 97, 100 S. Ct. at 5 67. The relationship between co-conspirators required by the conspiracy theory ensures that a co-conspirator subjected to the personal jurisdiction of a forum state under the theory has fair warning that he or she cou ld be subjec ted to suit in the forum sta te sufficien t to satisfy the due proc ess conce rns about f air warning of the pos sibility of suit that motivated the World-Wide Volkswagen Court. According to the conspiracy theory, a co-conspirator can -17- be subjected to the personal jurisdiction of a particular forum only if the co-conspirator had a reasonable expectation, at the time the co-conspirator agreed to participate in the conspira cy, that acts to be done in furtherance of the conspiracy by another co-conspirator would be sufficient to subject that other co-consp irator to personal jurisdiction in the forum. Civil co-conspirators can be held liable fo r the acts of o ther co-con spirators don e in furtherance of their con spiracy. See Hoffman v. Stamper, 385 Md. 1, 24-25, 867 A.2d 276, 290 (2005). Thus, a co-conspirator who agrees to participate in a conspiracy that the coconspirator reasonably anticipated or could be s aid to have reasonab ly anticipated at the time of agreeing to enter it will resu lt in acts done in furtheran ce of the co nspiracy suff icient to subject another co-conspirator to the personal jurisdiction of a particular forum can also reasonably an ticip ate b eing subj ect to suit in tha t forum b y ente ring into the c onsp iracy. It is important to note that under the conspiracy theory, acts of one co-conspirator done in the course of the conspiracy that subject that co-conspirator to personal jurisdiction in a particular forum are attributed to another co-conspirator only if the other co-conspirator reasonab ly expects at the time the other conspirator agreed to participate in the conspiracy that such acts will be done and that such acts will subject the co-conspirator who performs them to the perso nal jurisdiction of the foru m state. This requireme nt, that the reasonable expectation be presen t at the time the c o-conspira tor agrees to th e conspirac y, satisfies the World-Wide Volkswagen requirement that personal ju risdiction is proper over a person in a particular forum. If a person contemplating entering into a conspiracy wishes to avoid being subject to the personal jurisdiction of a particular forum based on the forum-related actions -18- of another co-conspirator, that person can s imply refr ain f rom ente ring into the c onsp iracy, or can agree to enter into the conspiracy only if it is modif ied so that it do es not con template actions directed at the fo rum the person wishe s to avo id. Because the conspiracy theory gives one subject to personal jurisdiction in a forum the ability to avoid in advance being subject to suit in the forum, it satisfies the fundamental due process requirement that a defendant can be involuntarily subjected to the personal jurisdiction of a forum only if the defe ndant pu rposefully ava ils itself of the privilege of conducting activities in the forum state. Hanso n v. Denc kla, 357 U.S. 235, 253 , 78 S. Ct. 1228, 1239-40 , 2 L. Ed. 2d 1283 (19 58); see Burger King, 471 U.S. at 474, 105 S. Ct. at 2183 ( the constitu tional touch stone remains whether the defendant purposefully established minimum contacts with the forum state ). World-Wide Volkswagen recognized that if a defendant s activities are such that the defendant can reasonably anticipate being subject to suit in a forum by virtue of his or her intentional acts, the defendant has purposefully availed itself of privilege of conducting activities within the forum: When a corporation purposef ully avails itself of the privilege of conductin g activities within the forum State, it has clear notice that it is subject to s uit there, and c an act to alleviate the risk of burdensome litigation by procuring insurance, passing the expected costs on to customer s, or, if the risks are to o great, severing its connection with the State. Hence if the sale of a product of a manufacturer or distributor such as Audi or Volkswagen is not simply an is olated occu rrence, but arises from the efforts of the manufacturer or distributor to serve directly or indirectly, the market for its product in other States, it is not unreas onable to su bject it to suit in one of those States if its allegedly defective merchandise has there been the source of injur y to its ow ner or to others. -19- World-Wide Volkswagen, 444 U.S . at 297, 100 S. Ct. at 567 (citations omit ted). The conspiracy theory satisfies the World-Wide Volkswagen fair warning requirement, and therefo re, it also s atisfies th e purpo seful av ailmen t require ment a s well. Our conclusion that the conspiracy theory is consistent with due process is reinforced by comparis on of the re lation betw een co-co nspirators required under the theory with the situations in which the Court has held that a relation between two parties is insufficient to warrant attribution of the acts of one party to the other for purposes of obtaining personal jurisdiction over the oth er party. The S upreme C ourt has he ld consisten tly that a person cannot be subject to personal jurisdiction in a particular forum based on the unilateral forumrelated activities of a th ird party. See Helico pteros Na cionales de Colom bia, S.A. v. H all, 466 U.S. 40 8, 416-17, 104 S. Ct. 1868, 1873, 80 L. Ed. 2d 404 (1984) (holding that acceptance of a check from a third party drawn on a bank located in the forum sta te cannot be considered in dete rmining w hether the a cceptor of the check can be su bjected to th e personal jurisdiction of the forum state because it is the unilateral activity of a . . . third person ); Kulko v. Super. C t., 436 U.S. 84, 93-94, 98 S. Ct. 1690, 1697-98, 56 L. Ed. 2d. 132 (1978) (holding that a forum state could not obtain personal jurisdiction over a parent in a custody action simply because the parent agreed to a visitation arrangement with the other parent and the other parent took the child to the forum sta te and initiated suit, as this wo uld arbitrarily subject one parent to su it in any State of the Union where the other parent chose to spend time while hav ing custod y of their offspring pursuant to a separation agreemen t ); Hanson v. Denck la, 357 U.S. at 253, 78 S. Ct. at 1239-40 (holding tha t Florida cou rts could -20- not obtain personal jurisdiction over Delaware trust simply because powers of appointment under trust were executed in Florida because [t]he unilate ral activity of those who claim some relationship with a nonresident defendant cannot satisfy the requirement of contact with the foru m State ). Unlike the situations in Helicopteros, Kulko, and Hanson, basing personal jurisdiction on the actions of a co-conspirator according to the requirements of the conspiracy theory does not result in personal jurisdiction based on the unilateral forum-related actions o f a third party. By the terms of the conspiracy theory, a co-conspirator to whom the acts of another co-conspirator are attributed m ust have ag reed to participate in a conspiracy that he or she could reasonably have expected at the time of agreement to involve the forum-related actions attributed to him or her. The acts attributed are not simply unilateral acts of the coconspirator who literally performed them, but are also the acts of the other co-conspirator. The Supreme Court has stated also that an exer cise of pers onal jurisdictio n is inconsistent with due process if a defendant is haled into a jurisdiction solely as a result of rando m, fortuitous, or attenuated contacts. See Burger King, 471 U.S. at 475, 105 S. Ct. at 2183 (quoting Keeton v. Hustler Magazine, Inc., 465 U.S. 770, 774, 104 S. Ct. 1473, 1478, 79 L. Ed. 2d 790 (1984) ( random and fortuitous ), and World-Wide Volkswagen, 444 U.S. at 299, 100 S. Ct. at 568 ( attenuated )). An exercise of personal jurisdiction over a co-conspirator based o n the relationship betwee n co-conspirators required under the conspiracy theory is not random, fortuitous, or attenuated. It is neither random nor fortuitous because it is based on the co-conspirator s deliberate choice to enter into the conspiracy. Nor -21- is it too attenuated, as the co-conspirator must reasonably expect at the time of entering into the conspiracy tha t acts in furthe rance of th e conspirac y upon wh ich jurisdiction is based will be directed against the foru m state. Compare World-Wide Volkswagen, 444 U.S. at 299, 100 S. Ct. at 568 (holding that revenues World-Wide may have derived from the fact that automobiles they sold to dealers who then sold to customers in New York, New Jersey, and Connecticut were able to be used in Oklahoma was far too attenuated a contact to justify [Oklahoma s] exercise of in personam jurisdiction ). Our conclusion that the con spiracy theory is con sistent with due process is also reinforced by the fact that many courts that have considered the issue have reached the same conclusion as w e do toda y.4 Five state supreme courts, four state intermed iate appellate 4 Despite this wide agreement among courts that the conspiracy theory of personal jurisdiction is consistent with due process, a minority of courts have taken a contrary view. One such argu ment is based on Bankers Life & Casu alty Co. v. Holland, 346 U.S. 379, 74 S. Ct. 145, 98 L. Ed . 106 (1953). See, e.g ., In re New Motor Vehicles Canadian Exp., 307 F. Supp. 2d 145, 158 (D. Me. 2004) (rejecting conspiracy theory on basis of Bankers Life). In Bankers Life, the Court noted in dicta that the petitioner s conspiracy theory of venue under 15 U.S.C. § 15, a federal antitrust venue statute, has all the earmarks of a frivolous albeit ingenious attempt to expand the statute. Id. at 384, 74 S. Ct. at 149. Some courts and commentators have seized upon thes e dicta in Bankers Life to conclude that the conspiracy theory is inconsisten t with due process. This reliance, however, is misplaced, as the Court s dicta were no t premised on the Due Process Clause, but rather on its view that Congress would have bee n more ex plicit in the text o f 15 U.S .C. § 15 if it inte nded to permit conspiracy as a basis for venue in private civil antitrust a ctions. Bankers Life, 346 U.S. at 384, 74 S. Ct. at 148-49. One other argum ent against th e conspirac y theory that has ap pealed to so me courts is the argument that the conspiracy theory is inconsistent with the Supreme Court s admonition in Rush v. Savchuk, 444 U.S. 320, 332, 100 S. Ct. 571, 579, 62 L. Ed. 2d 516 (1980), that [t]he requirements of International Shoe . . . must be met as to each defendant over whom a state court exercises jurisdiction. See, e.g., Gibson, 897 S.W.2d a t 773 (contin ued...) -22- courts, and num erous fed eral courts ha ve recogn ized the con spiracy theory. Th e Minn esota Supreme Court, in Hunt v. Nevada State Bank, 172 N.W .2d 292 (M inn. 1969) , held that the conspiracy theory was permitted both under Min nesota s lon g-arm statute and cons istent with due process. Considering the due process issue, the court concluded that assertion of personal jurisdiction over out-of-state co-conspirators under the conspiracy theory does not offend our notions of fundamental fairness. Hunt, 172 N.W.2d at 312. The court s holding was base d in p art on the asymmetr y that would result if co-co nspirators are permitted to enjoy the benefits and protections of the law of a forum, but are not subject to the personal jurisdiction of that forum: With respect to any of the [co-conspirator] defendants, to suggest that it is unfair to require them to respond to an action in this jurisdiction would seem to say that they may rely on our contract law to uphold the terms of lawful agreements but that they may not be required to defen d an action based o n injury to our citiz ens as a result of an unla wful a greem ent. Id. 4 (...continued) (rejecting conspiracy theory because Rush makes clear . . . [that] it is the contacts of the defendant himself that are determinative (quoting Siskind v. Villa Found. for Educ., Inc., 642 S.W.2d 434, 437 -38 (Tex . 1982)). Th is argume nt rests on a misreading of Rush. The statement quoted from Rush does not stand for the proposition that all attribution for purposes of obtaining personal jurisdiction is inconsistent with due process, as the C ourt made perfectly clear by stating in the sentence preceding it that [n]aturally, the parties relationships with each other may be significant in evaluating their ties to the forum. Rush, 444 U.S. at 332, 100 S. Ct. at 579. Consistent with this statement, the Rush court did not reject contact attribution per se, but simply rejected the holding of the lower court that the contacts of one defendant could be attributed to another defendant simply by virtue of the fact tha t they we re defe nding p arties in th e same action. Id. at 331-32, 100 S. Ct. at 579. -23- Judge Posner, in Stauffache r v. Benne tt, 969 F.2d 455 (7th Cir. 1992), echoed this rationale. Finding it difficult to understand why personal jurisdiction should be exempted from the general rule that the acts of co-conspirators are attributed to one another, he concluded that [i]f through one o f its members a conspiracy inf licts an actiona ble wron g in one jurisdiction, the other members should not be allowed to escape being sued there by hiding in another jurisdiction. Id. at 459. Because the plaintiffs in Stauffacher failed to allege that the defendant at issue was a member of the consp iracy, the court did not need to decide wheth er the co nspirac y theory wa s consis tent with due pro cess. Id. at 460. The Delaware Supreme Court, in holding that the conspiracy theory is consistent with due process, emphasized that the awareness of actions in furtherance of the conspiracy directed at the forum state that a co-c onspirator m ust have w hen that pe rson agree s to participate in the conspiracy permits the conclusion that the act of agreeing to the conspiracy is an act of p urposefu l availment: [A] defendant who has so voluntarily participated in a conspiracy with kno wledge o f its acts or effects in the forum state can be said to have purposefully availed himself of the privilege of condu cting activities in the forum state, thereby fairly invo king th e bene fits and burden s of its law s. Istituto Bancar io, 449 A.2d at 225 (citation s omitted); see also Santa Fe Technologies, 42 P.3d at 1234 (following Istituto Banc ario). B. The M aryland Long-Arm Statute and the Con spiracy Theory We have long recognized that the General Assembly, in enacting the long-arm statute, intended to expand th e bound aries of perm issible in perso nam jurisd iction to the lim its -24- permitted by the Federal Constitution. Geelhoed, 277 Md. at 224, 352 A.2d at 821; see § 6-101(b) ( It is the intention of the General Assembly to extend the personal jurisdiction . . . of the courts of the state . . . to the fullest extent permitted by the Constitution and laws of the United States. ). 5 Consequently, we interpret the long-arm statute in light of this intention, rendering where possible an interpretation consistent with th e requirem ents imposed by the D ue Pro cess C lause. See, e.g ., Geelhoed, 277 Md. at 224, 352 A.2d at 821.6 Applying this principle o f statutory cons truction, we hold that a co-cons pirator is an a gent within the m eaning of § 6-103(b ) when th e requirem ents of the c onspiracy theo ry are met. The issue befo re us is one o f statutory interpre tation, and w e therefore apply wellsettled principles of statutory construction. The card inal rule of statutory interp retation is to 5 Our long -standing a pproach to the interpre tation of the M aryland long-a rm statute that the reach of the statute is as far as due process permits is consistent with the approach taken by most jurisdic tions. Som e jurisdictions have legislatively adopted expansive approa ches to their lon g-arm s tatutes. See, e.g ., Tenn. Code Ann. § 20-2-214(a)(6) (1994) (permitting exercise of personal jurisdiction over nonresident defendant on [a]ny basis not inconsistent with the state or federal Constitution). Other jurisdictions have adopted expansive interpre tations o f their lo ng-arm statutes b y judicial d ecision . See, e.g ., Autom atic Sprinkler Corp. of Am. v. Seneca Foods Corp., 280 N.E.2d 423, 424 (Mass. 1972) (holding that the Massachusetts long arm statute permits an assertion of jurisdiction over [a nonres ident de fenda nt] to the limits allo wed b y the Con stitution o f the U nited S tates. ). 6 We stated recently in Beyond v. Realtime, 388 Md. 1, 15, 878 A.2d 567, 576 (2005) that [w]e h ave cons istently held that the purview of the long arm statute is coextensive with the limits of personal jurisdiction set by the due process clause o f the Fe deral C onstitutio n. We did not, of c ourse, mea n by this that it is now permissible to simply dispen se with analysis under t he long -arm sta tute. See id. at 14, 878 A.2d at 575 (noting that personal jurisdiction analysis entails dual considerations, the first of which is analysis under the long-arm statute). Rather, we meant no more than what we said in Geelhoed, viz., that we interpret the long-arm statute to the limits permitted by the Due Process Clause when we can do so consistently with the canons of statutory construction. See id. at 15, 878 A.2d at 577 (citing Geelhoed in support of abov e-quoted languag e). -25- ascertain and ef fectua te the inte nt of the Legisla ture. Kushell v. DNR, 385 Md. 563, 576, 870 A.2d 186, 193 (2005). If the statutory language is unambiguous when construed according to its ordinary and everyday meaning, then we give effect to the statute as it is written. Collins v. State, 383 Md. 684, 689, 861 A.2d 727, 730 (2004). If, however, the statutory text reveals ambiguity, the n the job of this Court is to resolve that a mbiguity in light of the legislative intent, using all the resources and tools of statutory construction at our disp osal. Price v. State, 378 Md. 378, 387, 835 A.2d 1221, 1226 (2003). When we do find such an amb iguity, we look at the meaning of the statutory language at issue in light of the objectives and purposes of the [legislative] enactment. Id. at 388, 835 A.2d at 1226. As a matter of substantive law, a conspirator who performs an act in furtherance of the conspiracy does so as an a gent for his co-conspirators. With respect to criminal conspiracies, Maryland has long recognized the common-law rule that the existence of a conspiracy creates an agen cy relationship b etween th e co-cons pirators, and th at this relationship serves as the basis for holding one co-co nspirator liable for some criminal acts of othe r co-co nspirato rs. In Campbell v. State, 293 Md. 438, 443, 444 A.2d 1034, 1037 (1982), we examined criminal co-conspirator liabi lity in t he co ntex t of reaff irmin g the com mon law age ncy theory of felony murder. W e reaffirm ed the com mon-law approach to determining the scope of the felony-murder rule, and rejected a broad application of the prox imate cause theory of -26- felony-murder taken b y some ju risdiction s. See id. at 450-52, 444 A.2d at 1041-42.7 In the course of explaining our commo n-law ag ency appro ach to felony-murder, we relied on the classic statement of the age ncy theory give n by the court in Comm onwea lth v. Cam pbell, 89 Mass. 541 (1863), quoting from the court s opinion as follows: There can be no doubt of the general rule of law, that a person engaged in the commission of an unlawful act is legally responsible for all the consequences which may naturally or necessarily flow from it, and that, if he combines and confederates with others to accom plish an illega l purpose, h e is liable criminaliter for the acts of each and a ll who par ticipate with him in the execution of the unla wful d esign. As they all act in concert for a common object, each is the agent of all the others, and the ac ts done are therefore the acts of each and all. ****** No person can be held guilty of homicide unless the act is either actually or constructively his, and it cannot be his act in either sense unless committed by his own hand or by some one acting in concert with him or in furtherance of a common object or purpose. Campbell, 293 Md. at 443-44, 444 A.2d at 1038 (quoting Camp bell, 89 Mass. at 543-44 (emphas is added)). In Camp bell, we recognized that the existence of a criminal conspiracy creates an agency relationship between the participants in the conspiracy, and we further recognized that this agency relationship establishes the scope of the extent to which the actions of one co-consp irator can be attributed to another for purposes of the felony-murder 7 In Camp bell, we stated that the proximate cause theory ordinarily should not be employed to exten d the ap plicabilit y of the fe lony mu rder do ctrine. Id. at 451, 444 A.2d at 1041. We did, how ever, en dorse its applica tion in s hield c ases. See id. at 451 n.3, 444 A.2d at 1041 n.3. -27- rule. See also Watkins v . State, 357 Md. 258 , 269-73, 744 A .2d 1, 6-9 (2000) (discussing agency theo ry); State v. Stouffer, 352 Md. 97, 11 6, 721 A.2d 20 7, 216 (1998) (sam e). Maryland law has also long recognized civil conspira cy as a basis for tort li abili ty. As far back as Kimball v. Harman, 34 Md. 407 (1871), it was well-established that coconspirators could be subjected to civil tort liability based on acts taken in furtherance of the conspiracy by members of the conspiracy. In Harman, we stated as follows: There is no doubt of the right of a plaintiff to maintain an action on the case against several, for conspiring to do, and actually doing, some unlawful act to his d amage. B ut it is equally well-established, that no such action can be maintained unless the plaintiff can show that he has in fact been aggrieved, or has sustained actual legal damage by some overt act, done in pursua nce an d exec ution o f the co nspirac y. Harman, 34 Md . at 409. W e have he ld consisten tly that civil conspiracy is not a separa te tort capable of independently sustaining an award of damages in the absence of other tortious injury to the plaintiff. Hoffman, 385 Md. at 25, 867 A.2d at 290 (internal citations and quotations omitted). Th us, [n]o a ction in tort lies for conspiracy to do something unless the acts actually don e, if done b y one person , would constitute a tort. Alleco v. Weinberg Foundation, 340 Md. 176, 190, 665 A.2d 1038, 1045 (1995) (quoting Domchick v. Greenb elt Services, 200 Md. 36, 42, 87 A.2d 831, 834 (1952)). None theless, wh ere the acts d one in furtherance of the conspiracy by the mem bers of the conspiracy cons titute a separate tort, these acts are attribute d to other m embers o f the consp iracy for purpo ses of estab lishing civil tort liability over them. In this r espe ct, civil co nspi racy is similar to crim inal c onsp iracy: both with civil conspiracy and with criminal conspiracy, the acts of one co-co nspirator in -28- furtherance of the conspiracy are regarded as acts of other co-conspirators for purposes of establishing liability (civil or crimina l, as the case m ay be) over the other co-co nspirator. Thus, we have recognized that civil co-conspirators, like criminal co-conspirators, act as agents of one other when engaging in acts in furtherance of their conspiracy. In Western Maryla nd Dairy v. Cheno with, 180 Md. 236, 23 A.2d 660 (1942), we stated as follows: A fraudulent conspiracy, sufficient to serve as the basis for an action in a civil case, is the confederation of two or more persons to cheat and defraud, when the design has actually been executed by the confe derates w ith resulting da mage to th eir victim. Rent-A-Car Co. v. Globe & Rutgers Fire Insurance Co., 161 Md. 249, 260, 156 A. 847. When individuals associate themselves together in an unlawful enterprise, any act done by one of the conspirators is in legal contempla tion the act of all. The mind of each being intent upon a common object, and the energy of each being enlisted in a common purpose, each is the agent of all the others, and the acts done and words spoken during the existence of the enterp rise are con sequently th e acts and wo rds of all. Id. at 243, 2 3 A.2d at 664 ( emph asis add ed). Despite the long-standing characterization of co-conspirators as agents of one another under Maryland law, appellants argue that the conspiracy theory of personal jurisdiction is inconsistent with the text of the long-arm statute because the substantive law of agency requires for the creation of an agency relationship that the principal has the right to contro l the age nt. See, e.g., Beyond, 388 M d. at 27, 878 A.2d at 583. We are not persuaded. As noted above, we have long recognized that the intent of th e Genera l Assemb ly in enacting § 6-103(b) was to permit all exercises of personal jurisdiction that are consistent with due process. Therefore, given our conclusion above that the conspiracy theory of -29- jurisdiction is consistent w ith due proc ess, and the support in Maryland law for the proposition that co-conspirators act as agents of one another when they act in furtherance of a conspiracy, we conclude that the General Assembly intended a broad construction of the term agent an d did not inte nd to requ ire a show ing that one exercises control over the other. We hold that w hen the requiremen ts of the conspiracy theory are met, one coconspirator may be the agent of another co-conspirator within the meaning of § 6-103(b). IV. We now turn to the sec ond que stion certified to this Court the requisite elements a plaintiff must allege for a court to have jurisdiction ov er the out-of -state defendant under that theo ry. Appellan ts urge us to adopt the following additional elements: (1) one co-conspirator committed an act in M aryland that had an effect o n the plaintiff in Maryland, and the defendant co-conspirator had actual prior knowledge that the co-co nspirator w ould com mit this act in Maryland; (2) the co-conspirator who committed this act was acting at the direction of the defendant co-conspirator in the context of a relationship tantamount to actual agency; and (3) the consp iracy was inten ded at least in p art to benef it the defendant co-con spirator individ ually. We consid er and r eject ea ch of th ese in tu rn. As for the first proposed element, the Supreme Court s opinion in Calder v. Jones, 465 U.S . 783 , 104 S. Ct. 148 2, 79 L. Ed. 2d 804 (198 4), m akes clea r that it is n ot alw ays necessary for a defe ndant to co mmit an a ct in a forum state in order for that state to exercise -30- personal jurisdiction over the defendant consistently with due process. In Calder, the plaintiff below, Jones, a California resident, alleged that the defendants libeled her by writing, editing, and publishing in Florida an article about h er. Id. at 784, 104 S. Ct. at 1484. Although the defen dants nev er persona lly perform ed any actions in Californ ia in connection with the article about Jones,8 the Court nonetheless held that personal jurisdiction over the defenda nts in California was consistent with due proces s. Id. at 785-89, 104 S. Ct. at 148587. The Court concluded that personal jurisdiction in California was proper because the defenda nts created an d distributed a n article that the y knew w ould be w idely circulated in California and wo uld cause in jury to a Califor nia resident, an d therefore could rea sonably anticipate being haled into court there to answer for the truth of the statemen ts made in th eir article. Id. at 789-90, 104 S. Ct. at 1487 (quoting World-Wide Volkswagen, 444 U.S. at 297, 100 S. Ct. at 567). We do not adopt the second proposed elemen t because adopting it would itself be tantamo unt to a rejection of the consp iracy theo ry of pers onal jur isdiction . As explained above in our discussion of the co nspiracy theory and due process, the requireme nt of single or multi-directional control is not necessary for contact attribution to be consistent w ith due process. 8 The trial court did find that one of the defendants took a trip to California in connection with the article, but the Calder Court made clear that it did not base its holding on this f inding . See id. at 785 n .4, 104 S . Ct. at 14 85 n.4. -31- Fina lly, we see n o reason to require that th e conspirac y be intended to individua lly benefit a defendant co-conspirator. Appe llants argue th at this requirem ent is necess ary to ensure that the out-of-state co-conspirator is purposefully directing activities at Maryland. In support of this position, appellants cite two Second Circuit c ases, Green v . McCa ll, 710 F.2d 29 (2d Cir. 1983), and Grove Press, Inc. v. Angleton, 649 F.2d 121 (2d Cir. 1981). Neither of these cases, however, supports appellants position. In Grove Press, the plaintiffs, Grove Press and two of its officers, filed suit against several CIA emplo yees in the South ern Dis trict of N ew Y ork. Id. at 122. Although the CIA employee defendants had not personally committed any tortious acts in New York, the District Court held that personal jurisdiction over them was proper in New York because they had done so through New Y ork-based CIA of ficials acting in New York, whom the District Court found were co-conspirators of the defen dants. Id. at 122-23. The Grove Press court reversed, holding that there was an insufficient factual basis in the record to support the Dist rict C ourt s fin ding of a c onsp iracy: Plaintiffs have made no showing whatever that any of the unnamed CIA employees who allegedly performed the in-State tortious acts necessary for jurisdiction under [the N ew York long-arm statute] w ere part ies to the comm on agre emen t. So far as the re cord di scloses , these in dividu als, whoever they were, were simply United States employees acting as agents for the United States g overnm ent. Id. at 123. Similarly, the Green court held that a n assertion of personal jurisdiction over government officers in their individual capacities w as not permitted under a similar provision of the Conn ecticut long-a rm statute be cause the in -State gove rnment a ctors were simply -32- acting in their official capacities, and not as the ag ents of the defendan t government off icers in their in dividu al capa cities. See Green, 710 F.2d at 33-34. Neither Grove Press nor Green held that due process invariably requires a showing of intended individual benefit on the part of a co-conspirator in order to exercise personal jurisdiction over that co-conspirator under the conspiracy theory. Rather, they held, unre markably, that there mu st be a cons piracy, and that the persons who undertook the forum-directed activities that are to serve as the basis for exerc ising personal jurisdiction over the other co-conspirators must have been part of th e con spira cy. 9 These req uirements are incorporated in the Cawley elements. See Cawley, 544 F. Su pp. a t 135 . Con sequ ently, we find no support for appellants third proposed element in Grove Press or Green, and hence are unpersua ded by appe llants argum ent that we should ad opt this elem ent. CERTIFIED QUESTIONS OF LAW ANSWERED AS SET FORTH ABOVE. COSTS TO BE EQUALLY DIVIDED BY THE PAR TIES. 9 At bes t, Grove Press supports the position that evidence that a putative coconspirator stands to benefit individua lly from a prop osed com mon cou rse of action is relevant to the issue of whether that putative co-conspirator is actually part of the conspiracy in question. See Grove Press, 649 F.2d at 122-23 (noting in support of its holding that the District Court found nothing to suggest that [the defendants] expected to benefit as individ uals fro m the w rongd oing alle ged in th e com plaint ) . -33-

Some case metadata and case summaries were written with the help of AI, which can produce inaccuracies. You should read the full case before relying on it for legal research purposes.

This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.