Himes Associates, Ltd. v. Anderson

DEBORAH S. EYLER, Judge. In a bench trial, the Circuit Court for Anne Arundel County ruled in favor of Eric Anderson, the appellee, in his suit against his former employer, Himes Associates, Ltd. (“Himes”), the appellant, for breach of contract and violation of the Maryland Wage Payment and Collection Law, Md.Code (1957, 1999 Repl. Vol., 2007 Cum. Supp.), sections 3-501 et seq. of the Labor and Employment Article (“LE”).

The court awarded Anderson treble damages of $98,521 as well as $7,974.49 in attorneys’ fees and costs. On appeal, Himes presents five questions for review, which we have rephrased as follows: I. Did the circuit court lack personal jurisdiction over Himes?

II

Did the circuit court err in ruling that Himes, a Virginia corporation, is subject to liability under the Maryland Wage Payment and Collection Law?

III

Did the circuit court err by assigning the burden of proof to Himes? TV. Did the circuit court err by applying an incorrect legal standard in reviewing Himes’s decision to terminate Anderson for cause? V. Did the circuit court err in finding that the parties did not have a “bona fide dispute,” under the Maryland Wage Payment and Collection Law?

For the following reasons, we shall affirm the judgment of the circuit court. ⁵¹³ FACTS AND PROCEEDINGS Himes is a Virginia corporation with its principal place of business in Fairfax. It also has an office in Chicago, Illinois. It is a construction management company. Anderson was hired by Himes on April 27, 2001.

That day, Himes sent a written employment agreement (“Agreement”) that it had drafted to Anderson at his home in Annapolis. The Agreement stated that Anderson would be an executive project manager and potentially the Vice President of Operations of Himes’s Fairfax office. Anderson executed the Agreement shortly after he received it. The Agreement addressed, among other things, the issue of severance pay upon termination of employment.

It stated, in relevant part: Severance: If your employment is terminated by Himes Associates, Ltd. for reasons other than performance or cause, you will receive a) three months notice of termination or b) salary continuation for three months from the notice date. This option will be at the sole discretion of Himes Associates, Ltd. Himes terminated Anderson’s employment on March 25, 2004. That day, Paul Himes, the company’s president and founder, called Anderson into his office late in the afternoon, told him that he was being terminated immediately, and gave him a signed letter of termination. Another employee then accompanied Anderson to his desk to gather his belongings and escorted him out of the building.

On November 18, 2005, in the Circuit Court for Anne Arundel County, Anderson sued Himes for breach of contract and violation of the Maryland Wage Payment and Collection Law (“the MWPCL”). The case came on for a trial to the court on March 28, 2007. Anderson’s theory of prosecution was that he was not terminated for cause or performance, and therefore was entitled to three months’ severance pay under the Agreement; and that Himes had wrongfully refused to pay him that sum when there was no bona fide dispute between the parties over whether the sum was due and owing. Himes’s theory of defense was that Anderson had been termi ⁵¹⁴ nated based upon four incidents, which constituted bad performance or cause under the Agreement, and therefore was not entitled to three months’ severance pay; and in any event, there was a bona fide dispute between the parties over whether that severance pay was due and owing.

Anderson testified on his own behalf and introduced numerous exhibits into evidence, including the Agreement, the termination letter, and the Himes Policy Manual. According to Anderson, Paul Himes told him on the afternoon of March 25, 2004, that he was being terminated because his position was being eliminated. This was a complete surprise to him, and he was shocked by it. Paul Himes handed him a termination letter, which stated that he would receive one week’s severance pay pursuant to the Himes Policy Manual.

Anderson told Paul Himes that his Agreement included a provision giving him three months’ severance pay unless he was terminated for bad performance or cause. Mr. Himes responded that, if that was the case, then he would find cause for the termination. During his tenure at Himes, Anderson had not received any warnings or complaints about his job performance or conduct, however. In response to being asked whether he remembered an incident in August of 2003 involving Karen Fields, Vice President of Business Development for Himes, Anderson testified that he only recalled the incident when it was brought up by Himes during the litigation.

The incident was a single interaction he had with Fields in the Fairfax office in which he was “brusque” in talking to her but was not disrespectful and had not meant to be so. Nothing was said to him about the incident after it happened. Anderson testified that he was assigned to several projects for Himes. The primary one was for Lockheed Martin, a Maryland corporation.

Anderson was tasked with overseeing construction of a multimillion dollar Lockheed Martin building project in Virginia (“the Project”). In 2001, at Lockheed Martin’s Baltimore office, Anderson had participated in presenting a proposal on behalf of Himes to manage the Project. ⁵¹⁵ Lockheed Martin accepted the proposal. During the course of the Project, Anderson attended meetings twice a month at Lockheed Martin’s Baltimore office. The general contractor on the Project was Davis Construction Company.

James Davis, Jr., was the founder, President, and CEO of that company. The contract between Himes and Lockheed Martin for the Project had an ending date in May 2004. An extension of the contract was going to be needed for Himes to complete its oversight work. Anderson testified that he was told by Paul Himes that it was his responsibility to speak to the Lockheed Martin people and get an extension of that contract.

The person Anderson dealt with at Lockheed Martin was Charlie Clampitt. He spoke to Clampitt many times about an extension of the contract and felt confident that the extension was going to be granted. The extension had not been granted by the time he was terminated, however. Anderson testified that part of his job as the manager for the Lockheed Martin Project was to hold the general contractor’s (Davis’s) “feet to the fire” so the Project would b e timely completed.

Most of Himes’s contracts to manage construction projects were with owners, as the Lockheed Martin contract was, and so it was expected that Himes’s role would be to put pressure on the general contractors, on behalf of the owners. In early 2004, Himes also had contracted with another Maryland company, Medimmune, to arrange and coordinate its relocation from five buildings to one building, all within the Gaithersburg area in Maryland. The project manager for that job was Condit McGeown. The move was to take place over three days, from Friday, March 12, through Sunday, March 14, 2004.

Anderson was to cover part of the project by being present at a particular building involved in the move on the night of Friday, March 12. When he realized he could not be there, he arranged for his son John to take his place, which was acceptable to McGeown. According to Anderson, his son in fact took his place on that Friday night, as expected. ⁵¹⁶ A series of e-mails between Paul Himes and Anderson, on March 30 and 31, 2004, was admitted into evidence. The correspondence began with Anderson asking to be sent a copy of Himes’s Timesheet and Expense form to submit for processing.

In response, Paul Himes made a proposal to Anderson to continue employment with Himes for an additional two months, until May 31, 2004, for the sole purpose of supporting Himes on the Lockheed Martin Project through the end of April, and then on a week-by-week basis, as determined by Himes, with severance “equal to one full months [sic] pay beyond that last week in which you performed services for Himes.” In a follow-up email, Paul Himes said that he needed to hear from Anderson right away because he had spoken to Charlie Clampitt and “[h]e very much would like to see you continue on the [P]roject.” In Anderson’s email response, he said that he needed clarification about his severance pay. Under the Agreement, he was entitled to three months’ severance pay, as he had been terminated because his position was being eliminated; and he wanted Paul Himes to confirm that. Mr. Himes never confirmed that, and Anderson did not accept the proposal that he return for two months’ employment and one-month severance pay. In his testimony, Anderson explained that, in addition to the Lockheed Martin Project for which he attended meetings twice a month in Baltimore, he worked on the Batelle Memorial Institute Project in Aberdeen, Maryland.

Testifying for Himes were Paul Himes; Fields; McGeown; and Davis. Paul Himes stated that he terminated Anderson based on performance and cause. There were two performance issues. First, Anderson had not obtained an extension of Himes’s Lockheed Martin contract during the period January through March, 2004, when he was supposed to accomplish that.

Second, with respect to the Medimmune move, he was informed by McGeown that Anderson had arranged to have his son John cover his presence at one of the buildings during the move but his son never showed up. He also terminated ⁵¹⁷ Anderson for cause, based upon Anderson’s August 2003 run-in with Karen Fields. Fields had told him, at the time it happened, about a conversation in which, according to her, Anderson was combative and angry and acted offensively toward her, in front of other employees. Paul Himes testified that he did not talk to Anderson about the incident or take any action based upon it, however, because Fields asked him not to.

Finally, he terminated Anderson based upon a telephone conversation he had with Davis not long before the termination date. That conversation, which is discussed infra, was the “straw that broke the camel’s back.” According to Paul Himes, at his March 25, 2004 meeting with Anderson, he told Anderson he was being terminated for the way he was treating people. He specifically referred to the incident involving Fields and to Davis’s telephone complaint. He did not review the Agreement prior to meeting with Anderson.

When he gave Anderson the termination letter, Anderson said that he had an Agreement that called for him to receive three months’ severance pay. Mr. Himes told Anderson he would review the Agreement and “if indeed I felt like that was something we should do or honor, that I would honor that provision.” Fields testified that, in the summer of 2003, she spoke to Anderson on the telephone about her frustration over his not doing more to develop new business from existing accounts. He became angry and did not take what she was saying well. The conversation was heated.

A few days later, she went to Anderson’s cubical, which was situated in the open space of the office, as all the cubicles were, to discuss the same thing. He became “combative and angry with [her], for challenging his authority.... ” She found his conduct in front of other employees “offensive.” Fields further testified that she had solicited Lockheed Martin as a client and was unhappy with Anderson’s failure to get an extension of the Lockheed Martin Project contract. A two-month extension was necessary to get all of the work done. In February 2004, she told Anderson and Paul Himes that the extension needed to be obtained. ⁵¹⁸ Before Anderson was terminated, Fields spoke to Paul Himes about the fact that the termination was about to happen.

She expected that Anderson would be terminated based on inadequate performance for failing to obtain a contract extension for the Lockheed Martin Project. McGeown testified that she was the project manager for the Medimmune relocation contract, which called for a number of employees and laboratories to be moved out of five buildings and into one, over the course of a three-day weekend in March 2004. She explained that Anderson was supposed to cover one of the buildings on Friday night, March 12, but arranged for his son John to do it instead, because he could not. She had no problem with that.

However, John Anderson did not show up that night. She was present at the site and knows for a fact that he did not show up. She let Paul Himes know about that situation. Davis testified that because Davis Construction Company was the general contractor on the Lockheed Martin Project, he and his employees worked with Anderson, who was acting for Himes as the owner’s representative.

Davis’s company and Himes have a multi-decade history of working together on projects. There came a time when he made a telephone call to Paul Himes about Anderson’s performance on the Lockheed Martin Project. The call was in the spring of 2004. Davis testified as follows about that call: I called Paul because our team was having difficulty in just conducting the business of building the [Pjroject.

And I called Paul and said, look, I think your man Eric is being difficult, this has been very, very difficult and frankly this is out of character with the relationship that our company has had with you Paul and with your company over these years and I think Paul, you need to look into it. According to Davis, that was the only time he had ever complained to Paul Himes about a Himes employee. Anderson called his son John in rebuttal. John Anderson testified that he had gone to the site of the Medimmune move on Friday, March 12, 2004, at 5:00 p.m.

He interacted with ⁵¹⁹ several people associated with Himes. He stayed until 11:00 p.m., when he was told by a Himes person that he could leave. He never put in a time sheet, however, and was not paid for his time. After closing arguments, the court ruled from the bench, finding in favor of Anderson on both counts and awarding damages as recited above.

The court’s ruling was as follows: I have looked over the trial memorandums. I have considered all of the testimony very carefully and I have also reviewed quickly, the exhibits that I think are the most important. I would like to start out by simply telling you how they bear on my decision. I look at [the Agreement] and the only real relevant portion of that is ... [this] three line sentence. “If your employment is terminated by [Himes] for reasons other than performance or cause, you will receive (a) 3 months notice of termination or (b) salary continuance for 3 months from the notice date.

This option will be at the sole discretion of [Himes].” That is what I need to figure into my analysis of how I feel about this case. So it places the burden on Himes to convince me and I am still not sure what the standard is, but I have heard really no arguments or evidence as to what performance means. I have to use my discretion in deciding that and the term “cause.” It has to fit into one of those categories and I think that burden is on [Himes] to convince the Court whether or not either of those terms would apply which would bring this case out of the severance package. The severance is part of the contract.

It is already in existence unless one of these two phrases or terms apply. And later on I will analyze my findings regarding those two issues. But I would point out that since [Himes] drw [sic] up this employment contract, basic contract law says that the drafter of a contract, if there is any terms that are vague, and not clearly pointed out, has to be resolved against the drafter of the document. ⁵²⁰ I think that is the law in this state as well as Virginia or any other state. My point being, Himes had an opportunity in this employment contract to state what performance problems would amount to that would cause a person to lose the severance package.

And even probably easier to do, is what Himes [’s] idea of cause would be. Is it dishonesty on the work? Is it theft? Is it showing up intoxicated while you work.

These are terms that the Court is anticipating when you are talking about cause. Terminating someone for cause. Were they chronically late? Were they committing sexual harassment?

There are terms that I think generally apply or theories that generally apply when you hear the word “cause.” And Himes had an opportunity to lay those out in the contract that they drew up and unfortunately did not put any of that in there. So I don’t know, maybe Mr. Himes [sic] idea is different from [Anderson’s] idea and may be different from my idea of what “cause” is. It is just an open ended term. And this is a large scale business ...

I would hope that Mr. Himes had talked it over with his counsel before he offered this employment opportunity to [Anderson]. [Turning to the] employee policy manual. This is an 8 page document drafted again by [Himes] and it covers all kinds of minute [sic] things that really aren’t before me today. Tuition assistance, in house job postings, health club dues, but there was never a definition of “cause.” And you know, if an employee is to get one of these, it says, “employee’s policy manual” you would think that if not mentioned in the employment contract, it would have been clearly mentioned in the policy manual.... I then looked at the [the termination letter dated March 25, 2004], which I personally think is probably one of the most helpful documents to me in making my decision in this case____ It was handed to [Anderson] at the end of the work day when he was in fact, terminated.

It was obviously prepared by someone prior to that meeting in the afternoon. ⁵²¹ And it reads, “effective immediately, your employment with [Himes] is terminated.” Absolutely no reason for the termination. It goes to you know, explain a lot of other things basically security issues that would benefit Himes, but it doesn’t say why this man who has been with the company ... close to 3 years is being terminated after coming back from a vacation without stating a reason. It just amazes me how a company that is so meticulous on a lot of other details, left that out or intentionally didn’t put it in there and when I asked Mr. Himes about whether he had read the original employment contract before he fired [Anderson], he said no. What I suspect happened here is, that Mr. Himes who is president and CEO of this company, did not think out his decision properly on March 25th.

As I mentioned earlier, he didn’t read the initial employment contract and he obviously didn’t consider it in light of Mr. Clampitt’s total satisfaction with [Anderson]. And when he realized that that may impact on one of his customers who is paying him a fee and he had two months to go to bill Mr. Clampitt, he said oh my god, what did I do? And his actions after that, a week later have kind of explained a lot of unanswered questions to the Court. Number 1, there couldn’t possibly be any way a reasonable trier of fact could conclude that [Anderson] was terminated for job performance.

There is no way. There is no proof of it. There has been no proof that any of the annual evaluations were poor. We have a paying client who is totally satisfied obviously with [Anderson’s] performance....

And you know, this is a high pressure business. There are time limits, there are deadlines. This incident with Karen Fields, I think [Anderson’s trial counsel] summarized it very, very accurately. This is a lot to do about nothing.

It happened months before the firing. There was no reprimand. It was not even brought to [Anderson’s] attention until after [Paul Himes] realized that hey, I have to come up ⁵²² with some kind of cause or otherwise I am on the hook for this severance pay. It is an afterthought and nothing more.

And I want to comment on Ms. Field’s testimony. I believed her. Asked why she didn’t make a big deal out of this? “I spoke to Paul but I still wanted the relationship to work with [Anderson] and I wanted it to work out to make money.” That is what everybody seems to be motivated on [Himes’s] side of this case. Making the money.

For [Himes] to believe that any reasonable trier of fact would conclude on March 25th, his performance was bad. It is just remarkable. Because the proof is in the pudding. Why would you send someone out on a huge contract like Lockheed Martin if he wasn’t performing correctly?

Now let’s talk about cause. And I guess the cause, the only evidence is I have heard is the Karen Field incident which I have already chalked up to be a lot to do about nothing. But also the testimony regarding how he deals with the Davis people and how the Davis company and [Himes] have been doing business for over 20 years and how there were a lot of complaints. Well isn’t that why you hired him?

I mean, you hired this man to get the job done. He is not always going to please people in the performance of his duties. So if he offended some egos, it sounds to me like he did nothing but perform his job.... But it all boils down to whether or not he is entitled to the severance package.

And I think that you probably can tell that I am convinced absolutely that he is entitled to the severance package. I don’t believe that poor performance as a matter of fact, nor do I believe that cause existed that would excuse [Himes] from paying that severance package and unfortunately [Anderson] has gone a year and a half or so without having use of that money. * * * * There was absolutely nothing that would indicate that he shouldn’t have at least been given some kind of notice. And ⁵²³ Mr. Himes, you are a good man, there is no question but I think you used very poor judgment in reference to this particular situation. You rolled the dice, quite frankly and you lost....

And at any point between the time you filed this claim or he filed this claim up until now, this case could have been resolved. I think very easily. So I have to consider now, what other damages may be appropriate in this case. The trial court went on to find that the case fell within the purview of the MWPCL.

It paraphrased LE section 3-507.1(b) as follows: “.... and if an in action such as this, the Court finds that an employer withheld these wages in violation of this subtitle and not as a result of a bonafide [sic] dispute, the Court may award an amount not exceeding 3 times the wages plus reasonable counsel fees.” The court continued: Now, you know, what dispute was there? [Anderson] ... had no idea he was going to get fired. There were no preliminary indications or discussions, so I find that there was no bonafide [sic] dispute and I think that this provision of our law applies in this case because it is remedial. It is to send out a message that employers who write the checks can’t just pick and chose [sic] when they are going to pay an employee when there is not a dispute, a bonafide dispute. And I don’t believe there is.

I think that the dispute arose when you [referring to Paul Himes] basically tried to justify what you did on March 25th in hindsight. It just doesn’t make sense to me and I think this is [a] clear example of how and why this section of the law applies. As noted previously, the court concluded by awarding Anderson treble damages and fees. We shall include additional facts as pertinent to our discussion of the issues. ⁵²⁴ DISCUSSION I. Personal Jurisdiction Within 60 days of being served, Himes filed a motion to dismiss under Rule 2-322, asserting, among other things, that the circuit court lacked personal jurisdiction over it.

Anderson filed an opposition to Himes’s motion and attached an affidavit in which he attested that he was employed by Himes on the Lockheed Martin Project (as was later brought out at trial) and that, as a Himes employee, he had “ongoing regular contacts and meetings at the site” of the Battelle Memorial Institute project in Aberdeen. Anderson attached other documents purporting to show that Himes had been registered with the Maryland Department of Assessments and Taxation from April 22, 1998, until November of 2000, when it forfeited its registered status by failing to file a “property return for 2000.” Himes still maintained a resident agent in Maryland, however. On February 28, 2006, the court denied Himes’s motion to dismiss in a written order. Himes did not later re-raise the issue of personal jurisdiction.

On appeal, Himes contends that “the circuit court erred in exercising personal jurisdiction over [Himes], a Virginia employer.” Himes argues that the court did not have general personal jurisdiction over it because Anderson never showed that Himes had “extensive, continuous and systematic” contacts with the State of Maryland as constitutionally required. See Nichols v. G.D. Searle & Co., 783 F.Supp. 233 (D.Md. 1992), aff'd, 991 F.2d 1195 (4th Cir.1993). Further, Himes argues, any exercise by the circuit court of specific personal jurisdiction over it violated its constitutional right to due process because its “contacts with [Maryland] were minimal in nature and bore no relationship to [Anderson’s] cause of action.” In arguing that it lacked the requisite minimum contacts with Maryland for a Maryland court to exercise personal jurisdiction over it, Himes draws from facts adduced at trial— ⁵²⁵ not just those presented to the motions court. It asks us to review the entire record and to hold that, based on the record evidence, the circuit court did not have personal jurisdiction over it at any time.

In addition, Himes argues, it would violate “concepts of fair play and substantial justice” for the circuit court to exercise either general or specific jurisdiction over it. Anderson challenges all of Himes’s contentions. He maintains that Himes, indeed, had sufficient contacts with the State of Maryland for the trial court to exercise either general or specific personal jurisdiction over it. Rule 8-131(a) states in pertinent part: The issues of jurisdiction of the trial court over the subject matter and, unless waived under Rule 2-322, over a person may be raised in and decided by the appellate court whether or not raised in and decided by the trial court.

Ordinarily, the appellate court will not decide any other issue unless it plainly appears by the record to have been raised in or decided by the trial court____ Because it filed a motion to dismiss for lack of personal jurisdiction under Rule 2-322, Himes did not waive that issue for appellate review. See Presbyterian Univ. Hosp. v. Wilson, 337 Md. 541, 548 , 654 A.2d 1324 (1995) (noting that under Rule 8-131(a), “the issue of the jurisdiction of the trial court over a person may be reviewed as long as the party asserting a lack of jurisdiction has not waived this defense.”). In arguing lack of personal jurisdiction on appeal, Himes does not restrict its analysis to the facts presented in support of and opposition to the motion to dismiss.

Rather, it refers to the undisputed or decided facts developed at trial, as relevant to personal jurisdiction, and maintains that those facts were legally insufficient to support a finding of general or specific jurisdiction. In his argument to the contrary, Anderson likewise does not limit his analysis to those facts that were before the circuit court on motion. A threshold question we must answer, then, is whether, in reviewing the issue of personal jurisdiction, we are confined to the evidence before the court on motion. We conclude that we are not. ⁵²⁶ We read Rule 8—131(a) to permit appellate review of the issues of personal jurisdiction (if not waived) and subject matter jurisdiction on the entire record.

The main point of the first sentence of that rule is to confer on the Maryland appellate courts the discretion to decide either of those issues, even though they were not raised below, with the single caveat that the issue of personal jurisdiction cannot have been waived. (Indeed, the issue of subject matter jurisdiction may be raised by the appellate court sua sponte. Lewis v. Murshid, 147 Md.App. 199, 202-03 , 807 A.2d 1170 (2002).) With respect to subject matter jurisdiction, for which there is no non-waiver requirement, review necessarily will encompass the entire record, because no motion need have been filed. With respect to personal jurisdiction, a motion need have been filed, to avoid waiver, but the broad grant of discretion to review “whether or not raised in and decided by the trial court” suggests that review of the issue is not limited to the record on motion.

Indeed, the broad grant of discretion language would seem meaningless, in the context of personal jurisdiction, if the motion that need be filed so as to avoid waiver also had the effect of restricting the court’s review. Accordingly, we shall review the issue of personal jurisdiction in this case upon the entire record, and not just upon the submissions made on motion. Our standard of review is de novo: we decide “whether the trial court was legally correct” to exercise personal jurisdiction over Himes. Bond v. Messerman, 391 Md. 706, 718 , 895 A.2d 990 (2006). “Whether a court may exert personal jurisdiction over a foreign defendant entails dual considerations.

First, we consider whether the exercise of jurisdiction is authorized under Maryland’s long arm statute, Md.Code (1973, 2002 Repl. Vol.), § 6-103 of the Courts and Judicial Proceedings Article.” 1 Beyond Systems, Inc. v. Realtime Gaming Holding ⁵²⁷ Co., LLC, 388 Md. 1, 14-15 , 878 A.2d 567 (2005). Second, “the exercise of jurisdiction must comport with due process.” Mackey v. Compass Marketing, Inc., 391 Md. 117, 129-30 , 892 A.2d 479 (2006). The Court of Appeals has construed Maryland’s long-arm statute as authorizing “the exercise of personal jurisdiction to the full extent allowable under the Due Process Clause.” Bond, supra, 391 Md. at 721, 895 A.2d 990 .

Accordingly, “our statutory inquiry merges with our constitutional examination.” Beyond Systems, supra, 388 Md. at 22 , 878 A.2d 567 . The inquiry becomes whether the trial court’s “exercise of personal jurisdiction over a nonresident defendant satisfies due process requirements if the defendant has ‘minimum contacts’ with the forum, so that to require the defendant to defend its interests in the forum state ‘does not offend traditional notions of fair play and substantial justice.’ ” Beyond Systems, supra, 388 Md. at 22 , 878 A.2d 567 (quoting Int'l Shoe Co. v. Washington, 326 U.S. 310, 316 , 66 S.Ct. 154 , 90 L.Ed. 95 (1945)). If the defendant’s contacts with the forum state do not form the basis for the plaintiff’s suit, then personal jurisdiction, if it exists, “must arise from the defendant’s general, more persistent contacts with the State.” Beyond Systems, supra, 388 Md. at 22 , 878 A.2d 567 . To establish “general jurisdiction,” the defendant’s activities in the state must be shown to have been “ ‘continuous and systematic.’ ” Id. at 22-23 , 878 A.2d 567 (quoting Carefirst of Maryland, Inc. v. Carefirst Pregnancy Centers, Inc., 334 F.3d 390, 397 (4th Cir.2003)); see also Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408 , 414 & n. 9, 104 S.Ct. 1868 , 80 L.Ed.2d 404 (1984). “If the defendant’s contacts with the ⁵²⁸ forum state form the basis for the suit, however, [the plaintiff] may establish ‘specific jurisdiction [over the defendant].’ ” Beyond Systems, supra, 388 Md. at 26 , 878 A.2d 567 (quoting Carefirst, supra, 334 F.3d at 397 ).

In deciding the existence vel non of specific jurisdiction, a court should consider “(1) the extent to which the defendant has purposefully availed itself of the privilege of conducting activities in the State; (2) whether the plaintiffs’ claims arise out of those activities directed at the State; and (3) whether the exercise of personal jurisdiction would be constitutionally reasonable.” Beyond Systems, supra, 388 Md. at 26 , 878 A.2d 567 (quoting Carefirst, supra, 334 F.3d at 397 ). “[T]he quality and quantity of contacts required to support the exercise of personal jurisdiction will depend upon the nature of the action brought and the nexus of the contacts to the subject matter of the action.” Camelback Ski Corp. v. Behning, 312 Md. 330, 338 , 539 A.2d 1107 , cert. denied, 488 U.S. 849 , 109 S.Ct. 130 , 102 L.Ed.2d 103 (1988). “If