Hellyer Avenue Limited Partnership (HALP) was formed under California law for the purpose of developing, constructing, and managing a headquarters building in California for a communications company. The principal office and place of business of HALP also were in California. HALP's general partners were Mission West Properties, L.P. (MWLP), and Republic Properties Corporation. The three limited partners were Steven Grigg, David Peter, and Mentmore Partners LLC. Republic, Grigg, Peter, and Mentmore sued MWLP, the managing general partner of HALP, and Mission West Properties, Inc. (MWINC), the general partner of MWLP, for improperly diluting their interests in MWLP and failing to make owed distributions. The suit was brought in a Maryland state court. MWLP was formed as a limited partnership under Delaware law, but maintained its principal place of business in California. MWINC, the general partner of MWLP, was incorporated initially under the laws of California, but later was re-incorporated in 1999 under the laws of Maryland. As required under Maryland law, MWINC named a registered agent in Maryland as part of its re- incorporation under Maryland law. Were MWLP and MWINC correct in arguing that the Maryland court had no jurisdiction over them?
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