reglab/statecodes huggingface dataset:
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 7 - Breach of Contract; General; Defective Copies; Repudiation and Assurances › Section 22-704 - Copy: Refusal of Defective Tender

(a)    Subject to subsection (b) of this section and § 22-705 of this subtitle, tender of a copy that is a material breach of contract permits the party to which tender is made to:
(1)    Refuse the tender;
(2)    Accept the tender; or
(3)    Accept any commercially reasonable units and refuse the rest.
(b)    In a mass-market transaction that calls for only a single tender of a copy, a licensee may refuse the tender if the tender does not conform to the contract.
(c)    Refusal of a tender is ineffective unless:
(1)    It is made before acceptance;
(2)    It is made within a reasonable time after tender or completion of any permitted effort to cure; and
(3)    The refusing party seasonably notifies the tendering party of the refusal.
(d)    Except in a case governed by subsection (b) of this section, a party that rightfully refuses tender of a copy may cancel the contract only if the tender was a material breach of the whole contract or the agreement so provides.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 7 - Breach of Contract; General; Defective Copies; Repudiation and Assurances › Section 22-705 - Copy: Contract With Previous Vested Grant of Rights

If an agreement grants a right in or permission to use informational rights which precedes or is otherwise independent of the delivery of a copy, the following rules apply:
(1)    A party may refuse a tender of a copy which is a material breach as to that copy, but refusal of that tender does not cancel the contract.
(2)    In a case governed by paragraph (1) of this subsection, the tendering party may cure the breach by seasonably providing a conforming copy before the breach becomes material as to the whole contract.
(3)    A breach that is material with respect to a copy allows cancellation of the contract only if the breach cannot be seasonably cured and is a material breach of the whole contract.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 7 - Breach of Contract; General; Defective Copies; Repudiation and Assurances › Section 22-706 - Copy: Duties Upon Rightful Refusal

(a)    Except as otherwise provided in this section, after rightful refusal or revocation of acceptance of a copy, the following rules apply:
(1)    If the refusing party rightfully cancels the contract, § 22-802 of this title applies and all contractual use terms continue.
(2)    If the contract is not canceled, the parties remain bound by all contractual obligations.
(b)    On rightful refusal or revocation of acceptance of a copy, the following rules apply to the extent consistent with § 22-802 of this title:
(1)    Any use, sale, display, performance, or transfer of the copy or information it contains, or any failure to comply with a contractual use term, is a breach of contract. The licensee shall pay the licensor the reasonable value of any use. However, use for a limited time within contractual use terms is not a breach, and is not an acceptance under § 22-609(a)(5) of this title, if it:
(A)    Occurs after the tendering party is seasonably notified of refusal;
(B)    Is not for distribution and is solely part of measures reasonable under the circumstances to avoid or reduce loss; and
(C)    Is not contrary to instructions concerning disposition of the copy received from the party in breach.
(2)    A party that refuses a copy shall:
(A)    Deliver the copy and all copies made of it, all access materials, and documentation pertaining to the refused information to the tendering party or hold them with reasonable care for a reasonable time for disposal at that party’s instructions; and
(B)    Follow reasonable instructions of the tendering party for returning or delivering copies, access material, and documentation, but instructions are not reasonable if the tendering party does not arrange for payment of or reimbursement for reasonable expenses of complying with the instructions.
(3)    If the tendering party does not give instructions within a reasonable time after being notified of refusal, the refusing party, in a reasonable manner to reduce or avoid loss, may store the copies, access material, and documentation for the tendering party’s account or ship them to the tendering party and is entitled to reimbursement for reasonable costs of storage and shipment.
(4)    Both parties remain bound by all contractual use terms that would have been enforceable had the performance not been refused.
(5)    In complying with this section, the refusing party shall act in good faith. Conduct in good faith under this section is not acceptance or conversion and may not be a ground for an action for damages under the contract.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 7 - Breach of Contract; General; Defective Copies; Repudiation and Assurances › Section 22-707 - Copy: Revocation of Acceptance

(a)    A party that accepts a nonconforming tender of a copy may revoke acceptance only if the nonconformity is a material breach of contract and the party accepted it:
(1)    On the reasonable assumption that the nonconformity would be cured, and the nonconformity was not seasonably cured;
(2)    During a continuing effort by the party in breach at adjustment and cure, and the breach was not seasonably cured; or
(3)    Without discovery of the nonconformity, if acceptance was reasonably induced either by the other party’s assurances or by the difficulty of discovery before acceptance.
(b)    Revocation of acceptance is not effective until the revoking party notifies the other party of the revocation.
(c)    Revocation of acceptance of a copy is precluded if:
(1)    It does not occur within a reasonable time after the party attempting to revoke discovers or should have discovered the ground for it;
(2)    It occurs after a substantial change in condition not caused by defects in the information, such as after the party commingles the information in a manner that makes its return impossible; or
(3)    The party attempting to revoke received a substantial benefit or value from the information, and the benefit or value cannot be returned.
(d)    A party that rightfully revokes has the same duties and is under the same restrictions as if the party had refused tender of the copy.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 7 - Breach of Contract; General; Defective Copies; Repudiation and Assurances › Section 22-708 - Adequate Assurance of Performance

(a)    A contract imposes an obligation on each party not to impair the other’s expectation of receiving due performance. If reasonable grounds for insecurity arise with respect to the performance of either party, the aggrieved party may:
(1)    Demand in a record adequate assurance of due performance; and
(2)    Until that assurance is received, if commercially reasonable, suspend any performance, other than with respect to contractual use terms, for which the agreed return performance has not been received.
(b)    Between merchants, the reasonableness of grounds for insecurity and the adequacy of any assurance offered is determined according to commercial standards.
(c)    Acceptance of any improper delivery or payment does not impair an aggrieved party’s right to demand adequate assurance of future performance.
(d)    After receipt of a justified demand under subsection (a) of this section, failure, within a reasonable time not exceeding 30 days, to provide assurance of due performance which is adequate under the circumstances of the particular case is a repudiation of the contract under § 22-709 of this subtitle.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 7 - Breach of Contract; General; Defective Copies; Repudiation and Assurances › Section 22-709 - Anticipatory Repudiation

(a)    If a party to a contract repudiates a performance not yet due and the loss of performance will substantially impair the value of the contract to the other party, the aggrieved party may:
(1)    Await performance by the repudiating party for a commercially reasonable time or resort to any remedy for breach of contract, even if it has urged the repudiating party to retract the repudiation or has notified the repudiating party that it would await its performance; and
(2)    In either case, suspend its own performance or proceed in accordance with § 22-812 or § 22-813 of this title, as applicable.
(b)    Repudiation includes language that one party will not or cannot make a performance still due under the contract or voluntary, affirmative conduct that reasonably appears to the other party to make a future performance impossible.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 7 - Breach of Contract; General; Defective Copies; Repudiation and Assurances › Section 22-710 - Retraction of Anticipatory Repudiation

(a)    A repudiating party may retract its repudiation until its next performance is due unless the aggrieved party, after the repudiation, has canceled the contract, materially changed its position, or otherwise indicated that it considers the repudiation final.
(b)    A retraction may be by any method that clearly indicates to the aggrieved party that the repudiating party intends to perform the contract. However, a retraction must contain any assurance justifiably demanded under § 22-708 of this subtitle.
(c)    Retraction restores a repudiating party’s rights under the contract with due excuse and allowance to the aggrieved party for any delay caused by the repudiation.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 8 - Remedies; General; Damages; Remedies Related to Performance › Section 22-801 - Remedies in General

(a)    The remedies provided in this title are cumulative, but a party may not recover more than once for the same loss.
(b)    Except as otherwise provided in §§ 22-803 and 22-804 of this subtitle, if a party is in breach of contract, whether or not the breach is material, the aggrieved party has the remedies provided in the agreement or this title, but the aggrieved party shall continue to comply with any contractual use terms with respect to information or copies received from the other party, but the contractual use terms do not apply to information or copies properly received or obtained from another source.
(c)    Rescission or a claim for rescission of the contract, or refusal of the information, does not preclude and is not inconsistent with a claim for damages or other remedy.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 8 - Remedies; General; Damages; Remedies Related to Performance › Section 22-803 - Contractual Modification of Remedy

(a)    Except as otherwise provided in this section and in § 22-804 of this subtitle:
(1)    An agreement may provide for remedies in addition to or in substitution for those provided in this title and may limit or alter the measure of damages recoverable under this title or a party’s other remedies under this title, such as by precluding a party’s right to cancel for breach of contract, limiting remedies to returning or delivering copies and repayment of the contract fee, or limiting remedies to repair or replacement of the nonconforming copies; and
(2)    Resort to a contractual remedy is optional unless the remedy is expressly agreed to be exclusive, in which case it is the sole remedy.
(b)    Subject to subsection (c) of this section, if performance of an exclusive or limited remedy causes the remedy to fail of its essential purpose, the aggrieved party may pursue other remedies under this title.
(c)    Failure or unconscionability of an agreed exclusive or limited remedy makes a term disclaiming or limiting consequential or incidental damages unenforceable unless the agreement expressly makes the disclaimer or limitation independent of the agreed remedy.
(d)    Consequential damages and incidental damages may be excluded or limited by agreement unless the exclusion or limitation is unconscionable. Exclusion or limitation of consequential damages for personal injury in a consumer contract for a computer program that is subject to this title and is contained in consumer goods is prima facie unconscionable, but exclusion or limitation of damages for a commercial loss is not unconscionable.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 8 - Remedies; General; Damages; Remedies Related to Performance › Section 22-804 - Liquidation of Damages

(a)    Damages for breach of contract by either party may be liquidated by agreement in an amount that is reasonable in light of:
(1)    The loss anticipated at the time of contracting;
(2)    The actual loss; or
(3)    The actual or anticipated difficulties of proving loss in the event of breach.
(b)    If a term liquidating damages is unenforceable under this subsection, the aggrieved party may pursue the remedies provided in this title, except as limited by other terms of the contract.
(c)    If a party justifiably withholds delivery of copies because of the other party’s breach of contract, the party in breach is entitled to restitution for any amount by which the sum of the payments it made for the copies exceeds the amount of the liquidated damages payable to the aggrieved party in accordance with subsection (a) of this section. The right to restitution is subject to offset to the extent that the aggrieved party establishes:
(1)    A right to recover damages other than under subsection (a) of this section; and
(2)    The amount or value of any benefits received by the party in breach, directly or indirectly, by reason of the contract.
(d)    A term that does not liquidate damages, but that limits damages available to the aggrieved party, must be evaluated under § 22-803 of this subtitle.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 8 - Remedies; General; Damages; Remedies Related to Performance › Section 22-805 - Limitation of Actions

(a)    Except as otherwise provided in subsection (b) of this section, an action for breach of contract must be commenced within the later of four years after the right of action accrues or one year after the breach was or should have been discovered, but not later than five years after the right of action accrues.
(b)    If the original agreement of the parties alters the period of limitations, the following rules apply:
(1)    The parties may reduce the period of limitation to not less than one year after the right of action accrues but may not extend it.
(2)    In a mass-market transaction, the period of limitation may not be reduced.
(c)    Except as otherwise provided in subsection (d) of this section, a right of action accrues when the act or omission constituting a breach of contract occurs, even if the aggrieved party did not know of the breach. A right of action for breach of warranty accrues when tender of delivery of a copy pursuant to § 22-606 of this title, or access to the information, occurs. However, if the warranty expressly extends to future performance of the information or a copy, the right of action accrues when the performance fails to conform to the warranty, but not later than the date the warranty expires.
(d)    In the following cases, a right of action accrues on the later of the date the act or omission constituting the breach of contract occurred or the date on which it was or should have been discovered by the aggrieved party, but not earlier than the date for delivery of a copy if the claim relates to information in the copy:
(1)    A breach of warranty against third-party claims for:
(A)    Infringement or misappropriation; or
(B)    Libel, slander, or the like;
(2)    A breach of contract involving a party’s disclosure or misuse of confidential information; or
(3)    A failure to provide an indemnity or to perform another obligation to protect or defend against a third-party claim.
(e)    If an action commenced within the period of limitation is so concluded as to leave available a remedy by another action for the same breach of contract, the other action may be commenced after expiration of the period of limitation if the action is commenced within six months after conclusion of the first action, unless the action was concluded as a result of voluntary discontinuance or dismissal for failure or neglect to prosecute.
(f)    This section does not alter the law on tolling of the statute of limitations and does not apply to a right of action that accrued before the effective date of this title.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 8 - Remedies; General; Damages; Remedies Related to Performance › Section 22-807 - Measurement of Damages in General

(a)    Except as otherwise provided in the contract, an aggrieved party may not recover compensation for that part of a loss which could have been avoided by taking measures reasonable under the circumstances to avoid or reduce loss. The burden of establishing a failure of the aggrieved party to take measures reasonable under the circumstances is on the party in breach of contract.
(b)    A party may not recover:
(1)    Consequential damages for losses resulting from the content of published informational content unless the agreement expressly so provides; or
(2)    Damages that are speculative.
(c)    The remedy for breach of contract for disclosure or misuse of information that is a trade secret or in which the aggrieved party has a right of confidentiality includes as consequential damages compensation for the benefit obtained as a result of the breach.
(d)    For purposes of this title, market value is determined as of the date of breach of contract and the place for performance.
(e)    Damages or expenses that relate to events after the date of entry of judgment must be reduced to their present value as of that date. In this subsection, “present value” means the amount, as of a date certain, of one or more sums payable in the future or the value of one or more performances due in the future, discounted to the date certain. The discount is determined by the interest rate specified by the parties in their agreement unless that rate was manifestly unreasonable when the agreement was entered into. Otherwise, the discount is determined by a commercially reasonable rate that takes into account the circumstances of each case when the agreement was entered into.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 8 - Remedies; General; Damages; Remedies Related to Performance › Section 22-808 - Licensor's Damages

(a)    In this section, “substitute transaction” means a transaction by the licensor which would not have been possible except for the licensee’s breach and which transaction is for the same information or informational rights with the same contractual use terms as the transaction to which the licensee’s breach applies.
(b)    Except as otherwise provided in § 22-807 of this subtitle, a breach of contract by a licensee entitles the licensor to recover the following compensation for losses resulting in the ordinary course from the breach, less expenses avoided as a result of the breach, to the extent not otherwise accounted for under this subsection:
(1)    Damages measured in any combination of the following ways but not to exceed the contract fee and the market value of other consideration required under the contract for the performance that was the subject of the breach:
(A)    The amount of accrued and unpaid contract fees and the market value of other consideration earned but not received for:
(i)    Any performance accepted by the licensee; and
(ii)    Any performance to which § 22-604 of this title applies;
(B)    For performances not governed by subparagraph (A) of this paragraph, if the licensee repudiated or wrongfully refused the performance or the licensor rightfully canceled and the breach makes possible a substitute transaction, the amount of loss as determined by contract fees and the market value of other consideration required under the contract for the performance less:
(i)    The contract fees and market value of other consideration received from an actual and commercially reasonable substitute transaction entered into by the licensor in good faith and without unreasonable delay; or
(ii)    The market value of a commercially reasonable hypothetical substitute transaction;
(C)    For performances not governed by subparagraph (A) of this paragraph, if the breach does not make possible a substitute transaction, lost profit, including reasonable overhead, that the licensor would have realized on acceptance and full payment for performance that was not delivered to the licensee because of the licensee’s breach; or
(D)    Damages calculated in any reasonable manner; and
(2)    Consequential and incidental damages.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 8 - Remedies; General; Damages; Remedies Related to Performance › Section 22-809 - Licensee's Damages

(a)    Subject to subsection (b) of this section and except as otherwise provided in § 22-807 of this subtitle, a breach of contract by a licensor entitles the licensee to recover the following compensation for losses resulting in the ordinary course from the breach or, if appropriate, as to the whole contract, less expenses avoided as a result of the breach to the extent not otherwise accounted for under this section:
(1)    Damages measured in any combination of the following ways, but not to exceed the market value of the performance that was the subject of the breach plus restitution of any amounts paid for performance not received and not accounted for within the indicated recovery:
(A)    With respect to performance that has been accepted and the acceptance not rightfully revoked, the value of the performance required less the value of the performance accepted as of the time and place of acceptance;
(B)    With respect to performance that has not been rendered or that was rightfully refused or acceptance of which was rightfully revoked:
(i)    The amount of any payments made and the value of other consideration given to the licensor with respect to that performance and not previously returned to the licensee;
(ii)    The market value of the performance less the contract fee for that performance; or
(iii)    The cost of a commercially reasonable substitute transaction less the contract fee under the breached contract, if the substitute transaction was entered into by the licensee in good faith and without unreasonable delay for substantially similar information with the same contractual use terms; or
(C)    Damages calculated in any reasonable manner; and
(2)    Incidental and consequential damages.
(b)    The amount of damages must be reduced by any unpaid contract fees for performance by the licensor which has been accepted by the licensee and as to which the acceptance has not been rightfully revoked.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 8 - Remedies; General; Damages; Remedies Related to Performance › Section 22-810 - Recoupment

(a)    Except as otherwise provided in subsection (b) of this section, an aggrieved party, upon notifying the party in breach of contract of its intention to do so, may deduct all or any part of the damages resulting from the breach from any payments still due under the same contract.
(b)    If a breach of contract is not material with reference to the particular performance, an aggrieved party may exercise its rights under subsection (a) of this section only if the agreement does not require further affirmative performance by the other party and the amount of damages deducted can be readily liquidated under the agreement.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 8 - Remedies; General; Damages; Remedies Related to Performance › Section 22-811 - Specific Performance

(a)    Specific performance may be ordered:
(1)    If the agreement provides for that remedy, other than an obligation for the payment of money;
(2)    If the contract was not for personal services and the agreed performance is unique; or
(3)    In other proper circumstances.
(b)    An order for specific performance may contain any conditions considered just and must provide adequate safeguards consistent with the contract to protect the confidentiality of information, information, and informational rights of both parties.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 8 - Remedies; General; Damages; Remedies Related to Performance › Section 22-812 - Completing Performance

(a)    On breach of contract by a licensee, the licensor may:
(1)    Identify to the contract any conforming copy not already identified if, at the time the licensor learned of the breach, the copy was in its possession;
(2)    In the exercise of reasonable commercial judgment for purposes of avoiding loss and effective realization on effort or investment, complete the information and identify it to the contract, cease work on it, relicense or dispose of it, or proceed in any other commercially reasonable manner; and
(3)    Pursue any remedy for breach that has not been waived.
(b)    On breach by a licensee, both parties remain bound by all contractual use terms, but the contractual use terms do not apply to information or copies properly received or obtained from another source.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 8 - Remedies; General; Damages; Remedies Related to Performance › Section 22-813 - Continuing Use

On breach of contract by a licensor, the following rules apply:
(1)    A licensee that has not canceled the contract may continue to use the information and informational rights under the contract. If the licensee continues to use the information or informational rights, the licensee is bound by all terms of the contract, including contractual use terms, obligations not to compete, and obligations to pay contract fees.
(2)    The licensee may pursue any remedy for breach which has not been waived.
(3)    The licensor’s rights remain in effect but are subject to the licensee’s remedy for breach, including any right of recoupment or setoff.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 8 - Remedies; General; Damages; Remedies Related to Performance › Section 22-814 - Discontinuing Access

(a)    Subject to subsection (b) of this section, on material breach of an access contract or if the agreement so provides, a party may discontinue all contractual rights of access of the party in breach and direct any person that is assisting the performance of the contract to discontinue its performance.
(b)    Except as provided in subsection (c) of this section, before discontinuing all contractual rights of access in an access contract, a party shall give notice in a record to the party in breach stating:
(1)    That the party intends to discontinue all contractual rights of access in the access contract on or after 3 days following the date notice is given;
(2)    The nature of the claimed breach that entitles the party to discontinue all contractual rights of access in the access contract;
(3)    The opportunity to cure as provided under § 22-703 of this title; and
(4)    Information to allow for communication concerning the claimed breach, including the party’s:
(A)    Address and telephone number; and
(B)    (i)    Facsimile number; or
(ii)    E-mail address.
(c)    The notice required in subsection (b) of this section is not required for a discontinuation to meet a statutory or legal requirement or due to a material breach of a contractual use term.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 8 - Remedies; General; Damages; Remedies Related to Performance › Section 22-815 - Right to Possession and Prevent Use

(a)    On cancellation of a license, the licensor has the right:
(1)    To possession of all copies of the licensed information in the possession or control of the licensee and any other materials pertaining to that information which by contract are to be returned or delivered by the licensee to the licensor; and
(2)    To prevent the continued exercise of contractual and informational rights in the licensed information under the license.
(b)    Except as otherwise provided in § 22-814 of this subtitle, a licensor may exercise its rights under subsection (a) of this section without judicial process only if this can be done:
(1)    Without a breach of the peace;
(2)    Without a foreseeable risk of personal injury or significant physical damage to information or property other than the licensed information; and
(3)    In accordance with § 22-816 of this subtitle.
(c)    In a judicial proceeding, the court may enjoin a licensee in breach of contract from continued use of the information and informational rights and may order the licensor or a judicial officer to take the steps described in § 22-618 of this title.
(d)    A party has a right to an expedited judicial hearing on a request for prejudgment relief to enforce or protect its rights under this section.
(e)    The right to possession under this section is not available to the extent that the information, before breach of the license and in the ordinary course of performance under the license, was so altered or commingled that the information is no longer identifiable or separable.
(f)    A licensee that provides information to a licensor subject to contractual use terms has the rights and is subject to the limitations of a licensor under this section with respect to the information it provides.
2023 Maryland Statutes › Commercial Law › Title 23 - Operating Agreements -- Hotels and Retirement Communities › Section 23-101 - Definitions

(a)    In this title the following words have the meanings indicated.
(b)    “Hotel” means a hotel or motel with more than 30 rooms for rent that is primarily used by transients who are lodged with or without meals.
(c)    “Operating agreement” means a written contract, agreement, instrument, or other document between at least two persons that relates to the management, operation, or franchise of a hotel or a retirement community.
(d)    “Person” does not include an individual, a nonprofit entity, or a public instrumentality.
(e)    (1)    “Retirement community” means a senior living community, retirement community, assisted living community, continuing care retirement community, independent living community, or similar community that offers a combination of independent living, assisted living, or nursing.
(2)    “Retirement community” does not include:
(i)    A freestanding nursing home, as defined in § 19–1401 of the Health – General Article, that is licensed by the Maryland Department of Health;
(ii)    A State facility, as defined in § 10–101 of the Health – General Article;
(iii)    A program licensed by the Maryland Department of Health under Title 7 or Title 10 of the Health – General Article;
(iv)    A freestanding hospice care program regulated by the Maryland Department of Health under Title 19, Subtitle 9 of the Health – General Article;
(v)    A freestanding day care center for the elderly regulated by the Maryland Department of Health under Title 14, Subtitle 2 of the Health – General Article;
(vi)    A retirement community that is owned by or affiliated with a church or religious organization;
(vii)    A cooperative housing corporation organized under Title 5, Subtitle 6B of the Corporations and Associations Article and certified as a continuing care provider under Title 10, Subtitle 4 of the Human Services Article and separate entities certified as continuing care providers under Title 10, Subtitle 4 of the Human Services Article that provide services to residents of a cooperative housing corporation; or
(viii)    A condominium organized under Title 11 of the Real Property Article and certified as a continuing care provider under Title 10, Subtitle 4 of the Human Services Article and separate entities certified as continuing care providers under Title 10, Subtitle 4 of the Human Services Article that provide services to residents of a condominium.
2023 Maryland Statutes › Commercial Law › Title 23 - Operating Agreements -- Hotels and Retirement Communities › Section 23-102 - Conflicts Between Terms and Conditions; Remedies for Breach

(a)    If a conflict exists between the express terms and conditions of an operating agreement and the terms and conditions implied by the law governing the relationship between a principal and agent, the express terms and conditions of the operating agreement shall govern.
(b)    A court may order the remedy of specific performance for anticipatory or actual breach or attempted or actual termination of an operating agreement notwithstanding the existence of an agency relationship between the parties to the operating agreement.
2023 Maryland Statutes › Commercial Law › Title 23 - Operating Agreements -- Hotels and Retirement Communities › Section 23-105 - Implied Covenants

(a)    The covenant of good faith and fair dealing shall be implied in an operating agreement unless the operating agreement states that a party may perform a duty or obligation in the party’s sole discretion.
(b)    Unless an operating agreement contains a covenant or other provision that specifically incorporates a duty into the operating agreement, no duties shall be implied under the operating agreement.
2023 Maryland Statutes › Commercial Law › Title 24 - Maryland Commercial Receivership Act › Subtitle 1 - Definitions; General Provisions › Section 24-103 - Applicability of Title

(a)    Except as otherwise provided in subsection (b) or (c) of this section, this title applies to:
(1)    A receivership for an interest in real property and any personal property that is:
(i)    Related to the real property; or
(ii)    Used in operating the real property;
(2)    A receivership established under § 3–411 or § 3–415 of the Corporations and Associations Article; or
(3)    Any other receivership in which a receiver is appointed to take possession and control of all or substantially all of a person’s property with authority to liquidate the property and, in the case of a business for which the receiver is appointed, wind up the affairs of the business.
(b)    This title does not apply to a receivership for an interest in real property improved by one to four dwelling units unless:
(1)    The interest is used for agricultural, commercial, industrial, or mineral extraction purposes, other than incidental uses by an owner occupying the property as the owner’s primary residence;
(2)    The interest secures an obligation incurred at a time when the property was used or planned for use for agricultural, commercial, industrial, or mineral extraction purposes;
(3)    The owner planned or is planning to develop the property into one or more dwelling units to be sold or leased in the ordinary course of the owner’s business; or
(4)    The owner is collecting or has the right to collect rent or any other income from the property from a person other than an affiliate of the owner.
(c)    This title does not apply to a receivership authorized by a local law or a State law other than this title in which the receiver is a governmental unit, a person acting in an official capacity on behalf of the governmental unit, or a person appointed as receiver at the request of the governmental unit, unless:
(1)    The governmental unit, the person acting in an official capacity on behalf of the unit, or the person appointed as receiver at the request of the governmental unit elects to have the provisions of this title apply to the receivership;
(2)    A court, for good cause, orders that the provisions of this title apply to the receivership; or
(3)    The law authorizing the receivership in which the receiver is a governmental unit or a person acting in an official capacity on behalf of the governmental unit provides that this title applies to the receivership.
(d)    Subsection (c)(2) of this section does not apply to a delinquency proceeding initiated by the Maryland Insurance Commissioner under Title 9, Subtitle 2 of the Insurance Article.
2023 Maryland Statutes › Commercial Law › Title 24 - Maryland Commercial Receivership Act › Subtitle 2 - Appointment of Receiver › Section 24-201 - Appointment of Receiver

(a)    A court may appoint a receiver:
(1)    Before judgment, to protect a party that demonstrates an apparent right to property that is the subject of the action, if the property or the revenue–producing potential of the property:
(i)    Is being subjected to or is in danger of waste, loss, dissipation, or impairment; or
(ii)    Has been or is about to be the subject of a fraudulent conveyance voidable under Title 15, Subtitle 2 of this article;
(2)    After judgment, to:
(i)    Carry the judgment into effect; or
(ii)    Preserve nonexempt property:
1.    Pending appeal; or
2.    When an execution has been returned unsatisfied and the owner refuses to apply the property in satisfaction of the judgment;
(3)    In an action seeking dissolution of a corporation under § 3–411 or § 3–415 of the Corporations and Associations Article; or
(4)    To a receivership under § 24–103(a)(3) of this title.
(b)    (1)    In connection with or anticipation of a foreclosure or any other enforcement of a mortgage, a mortgagee is entitled to the appointment of a receiver.
(2)    On request, a court shall appoint a receiver for the mortgaged property if:
(i)    There is a default under the mortgage; and
(ii)    1.    Appointment of a receiver is necessary to protect the property from waste, loss, transfer, dissipation, or impairment;
2.    The mortgagor agreed in a signed record, including the mortgage or an assignment of leases and rents, to the appointment of a receiver on default;
3.    The owner agreed, after default and in a signed record, to the appointment of a receiver;
4.    The property and any other collateral held by the mortgagee are not sufficient to satisfy the secured obligation;
5.    The owner fails to turn over to the mortgagee proceeds or rent the mortgagee was entitled to collect; or
6.    The holder of a subordinate lien obtains the appointment of a receiver for the property.
(c)    (1)    A court may condition appointment of a receiver without prior notice under § 24–501(b)(1) of this title, or without a prior hearing under § 24–501(b)(2) of this title, on the giving of security by the person seeking the appointment for:
(i)    The payment of damages;
(ii)    Reasonable attorney’s fees; or
(iii)    If the court concludes that the appointment was not justified, costs incurred by any person.
(2)    If the court later concludes that the appointment was justified, the court shall release the security.
2023 Maryland Statutes › Commercial Law › Title 24 - Maryland Commercial Receivership Act › Subtitle 2 - Appointment of Receiver › Section 24-202 - Ancillary Receiver

(a)    Subject to subsection (b) of this section, a court may appoint as an ancillary receiver for property located in the State or subject to the jurisdiction of the court for which a receiver could be appointed under this title:
(1)    A receiver appointed in another state; or
(2)    A nominee of the receiver in the other state.
(b)    An ancillary receiver under subsection (a) of this section shall:
(1)    Be eligible to serve as a receiver under § 24–203 of this subtitle; and
(2)    Further the person’s possession, custody, control, or disposition of property subject to the receivership in the other state.
(c)    A court may issue an order that gives effect to an order entered in another state appointing or directing a receiver.
(d)    Unless the court orders otherwise, an ancillary receiver appointed under subsection (a) of this section has the rights, powers, and duties of a receiver appointed under this title.
2023 Maryland Statutes › Commercial Law › Title 24 - Maryland Commercial Receivership Act › Subtitle 2 - Appointment of Receiver › Section 24-203 - Disqualification

(a)    A court may not appoint a person as a receiver unless the person provides a statement under penalty of perjury that the person is not disqualified under subsection (b) of this section.
(b)    Except as otherwise provided in subsection (c) of this section, a person is disqualified from appointment as a receiver if the person:
(1)    Is an affiliate of a party;
(2)    Has a material financial interest in the outcome of the action, other than compensation the court may allow the receiver;
(3)    Has a debtor–creditor relationship with a party;
(4)    Holds an equity interest in a party, other than a noncontrolling interest in a publicly traded company;
(5)    Is or was a director, an officer, or an employee of the owner within 2 years immediately preceding the appointment of the receiver;
(6)    (i)    Has been convicted of a felony or any other crime involving moral turpitude; or
(ii)    Is supervised by or an employee of a person who has been convicted of a felony or any other crime of moral turpitude;
(7)    (i)    Has been found liable in civil court for fraud, breach of fiduciary duty, theft, or similar misconduct; or
(ii)    Is controlled by a person who has been found liable in civil court for fraud, breach of fiduciary duty, theft, or similar misconduct; or
(8)    Otherwise has an interest materially adverse to an interest of a party or the receivership estate, or of any creditor or equity security holder, by reason of any direct or indirect relationship to, connection with, or interest in the owner.
(c)    (1)    A person is not disqualified from appointment as a receiver solely because the person:
(i)    Was appointed as a receiver of another receivership;
(ii)    Is owed compensation in an unrelated matter involving a party;
(iii)    Was engaged by a party in a matter unrelated to the receivership;
(iv)    Is an individual obligated to a party on a debt that:
1.    Is not in default; and
2.    Was incurred primarily for personal, family, or household purposes; or
(v)    Maintains with a party a deposit account as defined in § 9–102(a)(29) of this article.
(2)    Notwithstanding subsection (b)(5) of this section, a person who is or was a director, an officer, or an employee of the owner within 2 years immediately preceding the appointment of the receiver is not disqualified from appointment as a receiver if the court:
(i)    Appoints the person as a receiver; and
(ii)    Determines that:
1.    The appointment would be in the best interest of the receivership estate; and
2.    The person is not disqualified for a reason listed in subsection (b)(1) through (4) or (b)(6) through (8) of this section.
(d)    (1)    A person seeking appointment of a receiver may nominate a person to serve as receiver.
(2)    A court is not bound by a nomination received under paragraph (1) of this subsection.
2023 Maryland Statutes › Commercial Law › Title 24 - Maryland Commercial Receivership Act › Subtitle 2 - Appointment of Receiver › Section 24-204 - Bond or Security

(a)    The court may:
(1)    Require a receiver to post a bond or security with the court;
(2)    Authorize a receiver to act without posting a bond or other security; or
(3)    Authorize a receiver to act before the receiver posts any bond required by the court.
(b)    If a court requires a bond to be posted under subsection (a) of this section, the bond shall be:
(1)    Conditioned on the faithful discharge of the receiver’s duties;
(2)    With one or more sureties approved by the court;
(3)    In an amount the court specifies; and
(4)    Effective as of the date of the receiver’s appointment.
(c)    The court may also authorize a receiver to act without posting a bond or other security.
2023 Maryland Statutes › Commercial Law › Title 24 - Maryland Commercial Receivership Act › Subtitle 2 - Appointment of Receiver › Section 24-205 - Jurisdiction of Court That Appoints Receiver

A court that appoints a receiver under this title:
(1)    Has exclusive jurisdiction to direct the receiver and determine any controversy related to the receivership or receivership property wherever located within the State, including all controversies relating to:
(i)    The collection, preservation, improvement, disposition, and distribution of receivership property;
(ii)    The exercise of the receiver’s powers; or
(iii)    The performance of the receiver’s duties; and
(2)    May, on motion by a party in interest or on its own initiative, assign the receivership to a judge who shall be responsible for the entire case during the course of the receivership.