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IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND LOLITA DAVIS, ET AL. * * v. * * Civil No. JFM-09-2828 * THE TERMINIX INTERNATIONAL CO. * ***** MEMORANDUM

In the original complaint they filed in this action, plaintiffs brought suit against THE TERMINIX INTERNATIONAL COMPANY, L.P. ("Terminix"). After Terminix filed a motion to dismiss, plaintiffs filed an amended complaint in which they added Safeguard Pest Control ("Safeguard") as a defendant. Terminix has now filed a motion to dismiss the amended complaint against it. The motion will be granted. Plaintiffs' claims are for property damage and personal injury arising from a pest control application at their home on August 11, 2006. The application was performed by Safeguard, not by Terminix. Thereafter, Terminix purchased Safeguard's assets. The Asset Purchase Agreement obligated Terminix to continue to perform services at the accounts that were acquired from Safeguard. However, Terminix did not assume Safeguard's liabilities in the Asset Purchase Agreement. Indeed, Section 36(b) of the Asset Purchase Agreement expressly excluded Terminix's assumption of any Safeguard liability arising prior to the Agreement's closing date. Accordingly, plaintiffs have no claim against Terminix under the Agreement. Plaintiffs alternatively argue that Terminix is liable to them under Article 6 of the Maryland Uniform Commercial Code ("UCC"). That argument is unavailing. Article 6 is 1

designed to protect a merchant's unsecured creditors from his disposition of inventory outside the ordinary course of business, see Fico, Inc. v. Ghingher, 411 A.2d 430, 432

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Maryland Law