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IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND : ODYSSEY TRAVEL CENTER, INC. : v. RO CRUISES, INC. : MEMORANDUM OPINION Presently pending and ready for resolution in this case are the motion of Defendant RO Cruises, Inc. ("ROC")1 for summary judgment and the conditional motion of Plaintiff Odyssey Travel Center, Inc. ("Plaintiff" or "Odyssey") for leave to file an amended complaint. The issues have been fully briefed and no Local Rule 105.6. For the reasons : Civil Action No. DKC 2002-0032 :

hearing is deemed necessary.

set forth in this opinion, Defendant's motion for summary judgment will be granted in part and denied in part, and Plaintiff's motion for leave to file an amended complaint will be denied. I. Background The following facts are uncontroverted or set forth in the light most favorable to Plaintiff. Odyssey is a small, 30 year-old travel agency based in Bethesda, Maryland and owned by Dan Patras ("Patras"). Odyssey's principal customer base is the Greek

American community of the Washington metropolitan area. organizes
1

Odyssey to

individual

and

group

travel,

including

cruises,

The court will use the same abbreviations adopted by the parties.

Greece, the Carribean, and elsewhere.

For most of its existence,

Odyssey has conducted business with ROC and its predecessors-ininterest by arranging for travel by Odyssey's customers aboard cruises promoted by ROC. Defendant ROC is a New York corporation that serves as the North American sales and marketing agent for a cruise ship

operator, which Defendant contends is Royal Olympic Cruises, Ltd. ("ROC, Ltd."), based in Piraeus, Greece. Plaintiff, on the other

hand, relies on documents filed by Royal Olympic Cruise Lines, Inc. ("ROC, Inc.") with the Securities and Exchanges Commission ("SEC"), demonstrating that ROC and ROC, Ltd. are both wholly-owned

subsidiaries of ROC, Inc., which is a public company incorporated in Liberia and based in Greece. See Paper no. 22, Ex. B.

Plaintiff states that ROC, Inc., operating through subsidiaries, including the two mentioned above, operates an integrated cruise line business under the trade name "Royal Olympic Cruises." id. See

Defendant ROC employs a sales staff in its New York City

office to market cruises aboard vessels, including the Olympic Countess, through distribution of brochures and other promotional materials. In March 1998, Odyssey received a brochure describing

Caribbean and South American cruises for the upcoming 1998-99

2

winter season.2

See Paper no. 22, Ex. E.

Among the cruises

advertised in the brochure was a round-trip cruise on January 1525, 1999 aboard the Olympic Countess3 from San Juan, Puerto Rico to the Orinoco River ("Orinoco Cruise"). brochure, Odyssey began in early Id. Based largely on the a "4th Grand

1998

planning

Hellenic" Caribbean group cruise for Odyssey's customers aboard the Olympic Countess during the Orinoco Cruise. In the course of planning the "4th Grand Hellenic" group cruise, Odyssey had numerous communications with ROC, both in writing and orally. On May 29, 1998, Patras went to New York City

to meet with Arne S. Egeland ("Egeland"), then ROC's Vice President of Sales and Marketing, to discuss the group cruise idea and to negotiate terms of ROC's promotional contribution. Following the

meeting, Patras had further telephone conversations with Egeland and his staff about Odyssey's planned cruise. By letter dated July 20, 1998, Egeland confirmed certain details of the arrangements. See Paper no. 21, Ex. 5. Specifically, Egeland offered Odyssey

special net fares for 4th Grand Hellenic group cruise members,

Defendant asserts that the brochure was published by ROC, Ltd. Plaintiff points out that, on the back cover, the publisher is identified as ROC, as agent, and contains the trade name "Royal Olympic Cruises." See Paper no. 21, Ex. 7. As Plaintiff also acknowledges, "fine print" near the back of the brochure identifies ROC, Ltd. as the cruise operator with the ability to cancel or change the itinerary. See id. According to the SEC filing, the Olympic Countess is a vessel owned and operated by ROC, Inc. See Paper no. 22, Ex. B. 3
3

2

complimentary cabins for members of the band hired by Odyssey, and financial contributions for promotion of the cruise. sent Odyssey a "Group Confirmation" contract, See id. in ROC the

which

"Remarks" section at the bottom of the page instructs the recipient to "[p]lease see enclosed Group Policy for terms/conditions."4 Paper no. 21, Ex. 6. On July 24, 1998, Egeland sent Patras a fax

supplementing the terms of the promotional contributions promised in the earlier letter. Odyssey made substantial efforts to promote the 4th Grand Hellenic cruise aboard the Olympic Countess, and between May 1998 and October 30, 1998, devoted most of its efforts to promoting the cruise, foregoing other business opportunities. Odyssey's

promotional activities included engaging a band, for which Odyssey entered into an $11,000 contract, printing and distributing flyers and brochures, and placing advertisements in various Greek American newspapers. See Paper no. 2,

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Maryland Law