## Facts

- A Guy Named Moe, LLC operated a Moe’s Southwest Grill restaurant in Annapolis, Maryland, under a leasehold interest.
- Chipotle Mexican Grill of Colorado, LLC sought to open a restaurant in downtown Annapolis about 400–425 feet from Moe’s location.
- Chipotle applied for a municipal zoning special exception to change and intensify the prior use of the premises (including increased seating and removal of a bookstore component).
- Moe opposed the application, but the City of Annapolis Board of Appeals unanimously granted the special exception.
- Moe filed a petition for judicial review in circuit court challenging the Board’s approval.
- When Moe filed, it was a foreign LLC that had forfeited its right to do business in Maryland due to noncompliance with registration requirements.
- After filing, Moe cured the defect by registering, obtaining good standing, and paying the required penalty.

## Issues

1. Whether a foreign LLC that was not authorized to do business in Maryland when it filed a petition for judicial review can later cure the noncompliance and maintain the action, or whether the action is void from inception.
2. Whether a nearby competitor restaurant located roughly 400–425 feet away has standing as a “person aggrieved” to seek judicial review of a zoning special exception based on competitive harm and generalized allegations (traffic and neighborhood effects).

## Decision

- The Court of Appeals held that a foreign LLC’s registration noncompliance is curable; after curing, the LLC may maintain an action filed while noncompliant.
- The Court rejected the view that the petition was void ab initio solely because Moe was unregistered when it filed.
- The Court held that Moe lacked standing as a “person aggrieved” because its asserted harms were primarily competitive and otherwise generalized, and its distance from the site did not support a showing of special, particularized injury.
- The judgment dismissing the petition for judicial review was affirmed on modified grounds (capacity defect curable; standing absent).

## Legal Principles

- A foreign LLC’s failure to register to do business in Maryland creates a statutory disability to maintain litigation, but the disability may be cured by later compliance and payment of penalties; the initial filing is not treated as legally nonexistent.
- Judicial review of zoning decisions under Maryland’s Land Use Article requires standing as a “person aggrieved,” meaning a showing of special damage different in kind (not merely degree) from that suffered by the public.
- Proximity to the subject property is an important factor in determining special aggrievement; where proximity is limited, generalized claims such as increased traffic or neighborhood change ordinarily do not establish standing without specific evidence of unique injury.
- Economic competition, standing alone, does not constitute the particularized injury required for “person aggrieved” standing in zoning judicial-review cases.

## Conclusion

The court ruled that a foreign LLC can cure a registration defect and continue a judicial-review action, but a competing business roughly 400 feet away lacked “person aggrieved” standing to challenge a zoning special exception based on competition and generalized community impacts, so dismissal was proper.


A Guy Named Moe, LLC v. Chipotle Mexican Grill of Colo., LLC, 447 Md. 425 (2016)