Md. Code, Commercial Law, Title 23

Md. Code, Commercial Law § 23-101

(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.

Md. Code, Commercial Law § 23-102

(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.

Md. Code, Commercial Law § 23-103

Express covenants or other provisions of an operating agreement that establish a party’s duties and obligations under the operating agreement create the only duties and obligations enforceable against the party under the operating agreement.

Md. Code, Commercial Law § 23-104

If an operating agreement states that it shall continue for a period of time or until the happening of an event, the operating agreement shall be enforceable between the parties until the expiration of the period of time or the happening of the event unless the operating agreement contains a right of early termination.

Md. Code, Commercial Law § 23-105

(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.

Md. Code, Commercial Law § 23-106

This title may not be construed to: (1) Limit the defenses of fraud, duress, or illegality; or (2) Affect any claim between a third party and a party to an operating agreement.