## Facts

- Egan Marine Contracting Co., Inc. (Egan) sued South Sea Shipping Corporation (South Sea) in the U.S. District Court for the District of Maryland in a maritime contract dispute seeking payment for lashing services performed in the Port of Baltimore.
- South Sea was a foreign shipping corporation that chartered vessels calling at Baltimore during the time period relevant to Egan’s claims.
- Egan served South Sea by delivering the summons and complaint to the Maryland Department of Assessments & Taxation under then-effective Maryland Rule 106(e), which allowed substituted service on the Department when a foreign corporation required to have a Maryland resident agent did not have one available for service.
- South Sea moved to dismiss under Federal Rule of Civil Procedure 12(b)(2) (lack of personal jurisdiction) and 12(b)(5) (insufficient service of process), arguing that it was not subject to suit in Maryland and that service through the Department was improper.
- The validity of substituted service turned on whether South Sea was “doing business” in Maryland within the meaning of Title 7 of the Maryland Corporations and Associations Article, which would require registration/qualification and the maintenance of a Maryland resident agent.
- Egan argued that South Sea’s Maryland contacts were continuous and commercial: over about five and a half months, South Sea operated (through its chartered vessels) at least six ships in the Port of Baltimore and ordered more than $220,000 in services connected with port operations.
- The services at issue were performed in Baltimore and were requested through local port arrangements, including dealings involving Hansen & Tidemann, Inc., identified as South Sea’s Baltimore agent, and other Baltimore-area terminal and service providers; some payments were made from South Sea’s account.
- In evaluating South Sea’s forum activity, the court considered record materials and information drawn from related litigation involving South Sea in the same district during roughly the same period.

## Issues

1. Was South Sea “doing business” in Maryland such that Maryland law required it to register/qualify and maintain a resident agent, making substituted service on the Maryland Department of Assessments & Taxation proper under Maryland Rule 106(e)?
2. Did South Sea’s Maryland-related activities connected to the claim provide a sufficient basis for the District of Maryland to exercise personal jurisdiction consistent with Maryland law and federal due process?

## Decision

- The court denied South Sea’s Rule 12(b)(5) motion, holding that service through the Maryland Department of Assessments & Taxation was valid because South Sea’s Maryland port activity meant it was required to have a Maryland resident agent but did not.
- The court denied South Sea’s Rule 12(b)(2) motion, holding that South Sea’s repeated use of the Port of Baltimore, use of a Baltimore agent, and substantial procurement of port-related services provided an adequate basis for personal jurisdiction in Maryland for claims arising from those activities.

## Legal Principles

- Under Maryland’s Corporations and Associations Article, Title 7, foreign corporations that do intrastate, interstate, or foreign business in Maryland may be required to register/qualify with the state, and qualifying corporations must maintain a Maryland resident agent for service of process.
- Whether a foreign corporation is “doing business” in Maryland is a fact-specific question; the party asserting that status bears the burden of proof.
- Maryland Rule 106(e) (as applied) permitted substituted service on the Maryland Department of Assessments & Taxation when a corporation required by Maryland law to have a resident agent did not have one available for service.
- For personal jurisdiction, repeated, commercially meaningful forum contacts tied to the dispute—such as multiple port calls, appointment or use of an in-state agent for port operations, and substantial in-state service purchases—can satisfy Maryland’s jurisdictional standards and due process when the claim arises from those contacts.
- In assessing contacts, the court may consider affidavits and other record materials describing the defendant’s in-forum business activity, including information reflected in related proceedings in the same court.

## Conclusion

Egan Marine held that South Sea’s pattern of chartered vessel activity in Baltimore over several months—paired with the use of a Baltimore agent and more than $220,000 in ordered port services—amounted to “doing business” in Maryland, triggering the resident-agent requirement and making substituted service on the Maryland Department of Assessments & Taxation proper; the same forum-related conduct supported personal jurisdiction over South Sea for a suit seeking payment for Baltimore lashing services.


Egan Marine Contracting Co. v. South Sea Shipping Corporation, 612 F. Supp. 1 (1983)