A foreign limited liability company lacking compliance with state registration requirements may maintain suit after infirmity is cured; the company must also meet the “person aggrieved” requirements of standing.

By: Alicia M. Kuhns

     The Court of Appeals of Maryland held that a foreign limited liability company, though unregistered at the time of filing, could resolve its lack of compliance and maintain its action for judicial review.  A Guy Named Moe, LLC v. Chipotle Mexican Grill of Colo., LLC, 447 Md. 425, 447, 135 A.3d 492, 505 (2016).  The court further held that one does not have standing as a “person aggrieved” based solely on the desire to eliminate business competition.  Id. at 453, 135 A.3d at 508.

     A Guy Named Moe, LLC (“Moe”) and Chipotle Mexican Grill of Colorado, LLC (“Chipotle”) are two foreign limited liability companies that operate separate chain restaurants.  In 2012, Chipotle applied for a special exception to build a restaurant in Annapolis, Maryland.  The proposed location was approximately 425 feet from one of Moe’s established restaurants.  With approval from the Department of Planning and Zoning for the City of Annapolis, the City Board of Appeals (the “Board”) approved Chipotle’s application.