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In the Circu it Court for H oward C ounty Case No. 13-C-99-41695

IN THE COURT OF APPEALS OF MARYLAND No. 32 September Term, 2003 ______________________________________

JOHN E. HILDRETH v. TIDEWATER EQUIPMENT COMPANY, INC. ______________________________________ Bell, C.J. *Eldridge Raker Wilner Cathell Harrell Battaglia, JJ. ______________________________________ Opinion by Wilner, J. ______________________________________ Filed: December 18, 2003 *Eldridge, J., now retired, participated in the hearing and conf erence of this case wh ile an active member of this Court; after being recalled pursuant to the Cons titution, Article IV, Section 3A, he also participated in the decision and adoption of this opinion.

The issue befo re us is wh ether the C ircuit Court f or How ard Cou nty erred in entering judgment on a corp orate debt a gainst petition er, John H ildreth, and whether the Court of Special Appeals erred in affirming that judgment. We shall conclu de that both courts were in error and shall reverse.

BACKGROUND Hildreth was the sole shareholder, director, and officer of a New Jersey corporation known as HCE, Inc., which, for convenience, we shall sometimes refer to as HCE-NJ. The corporation, formed in November, 1996, engaged in the construction business as a subcontractor on variou s comm ercial constru ction proje cts. At some point in late 1996 or 1997, HCE, Inc. beg an to do business in M aryland and opened an office in Columbia.1 Although Hildreth had formed a number of other corporations in Maryland, one of which, Hildreth Contracting and Engineers, Inc., had forfeited its charter in Octobe r, 1996, he d id not register HCE-NJ in this State, as required by Maryland Code,

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