DUTCH RUN-MAYS DRAFT, LLC VS. WOLF BLOCK, LLP (L-2690-14, CAMDEN COUNTY AND STATEWIDE) ( 2017 )

NOT FOR PUBLICATION WITHOUT THE
APPROVAL OF THE APPELLATE DIVISION
SUPERIOR COURT OF NEW JERSEY
APPELLATE DIVISION
DOCKET NO. A-0922-15T4
DUTCH RUN-MAYS DRAFT, LLC,
APPROVED FOR PUBLICATION
Plaintiff-Appellant,
July 5, 2017
v. APPELLATE DIVISION
WOLF BLOCK, LLP,
Defendant-Respondent.
_______________________________
Argued March 2, 2017 - Decided July 5, 2017
Before Judges Lihotz, Hoffman and Whipple.
On appeal from Superior Court of New Jersey,
Law Division, Camden County, Docket No. L-
2690-14.
Jonathan O'Boyle argued the cause for
appellant (The O'Boyle Law Firm, P.C. and
Law Offices of David Alan Klein, P.C.,
attorneys; David Alan Klein, on the brief).
Stephen M. Orlofsky argued the cause for
respondent (Blank Rome LLP, attorneys; Mr.
Orlofsky, of counsel; Adrienne C. Rogove, of
counsel and on the brief; Ethan M. Simon, on
the brief).
The opinion of the court was delivered by
LIHOTZ, P.J.A.D.
A fundamental question in every legal action is whether a
given court has jurisdiction to preside over a given case.
Absent personal jurisdiction over the parties, a judge has no
authority to proceed. Plaintiff Dutch Run-Mays Draft, LLC, a
West Virginia limited liability company, operating as a Chapter
11 Debtor-in-possession, maintains the Law Division judge
erroneously dismissed its professional negligence complaint
after concluding the court lacked personal jurisdiction over
defendant, Wolf Block, LLP, a now-dissolved Pennsylvania law
firm. On appeal, plaintiff argues a corporate entity's
registration and acceptance of service of process in the state
constitutes consent to submit to the general jurisdiction of the
New Jersey courts.
Defendant counters, arguing the United States Supreme
Court's recent ruling in Daimler AG v. Bauman, 571 U.S. __, 134
S. Ct. 746, 187 L. Ed. 2d 624 (2014), recites the minimum due
process requisites to establish general jurisdiction, which have
not been met in this case. Defendant asserts Daimler requires a
court focus on an entity's affiliation with the state, such as
the place of incorporation or a continuous, systematic course of
business, making the entity "at home" in the forum. Id. at __,
134 S. Ct. at 761, 187 L. Ed. 2d at 641.
Furthermore, the United States Supreme Court has recently
clarified and reaffirmed the limits of a state's ability to
exercise general jurisdiction over foreign corporations. See
BNSF Ry. Co. v. Tyrell, 581 U.S. __, 137 S. Ct. 1549, 198 L. Ed.
2 A-0922-15T4
2d 36 (2017); Bristol-Myers Squibb Co. v. Superior Court of
Calif., 582 U.S. __, __ S. Ct. __, __ L. Ed. 2d __ (June 19,
2017).
Following our review and in accord with considerations of
due process, we conclude mere registration to do business and
acceptance of service of process in this state, absent more,
does not bestow our courts with general jurisdiction.
I.
Plaintiff, headquartered in Florida, hired Henry Miller, a
Pennsylvania partner of defendant, to provide legal
representation in the purchase and development of 5,000 acres of
real property located in Greenbrier County, West Virginia.
Following the 2004 closing, plaintiff discovered title defects,
which rendered the property "wholly unsuitable" for residential
development. On September 30, 2011, plaintiff filed for relief
in the Bankruptcy Court of the Southern District of Florida,
pursuant to Chapter 11 of the Bankruptcy Code, and therefore,
has proceeded as a debtor-in-possession. See 11 U.S.C.A. §
1101.
Defendant is a dissolved Pennsylvania limited partnership,
which, in years past, maintained two New Jersey offices.
Following the partners' March 23, 2009 vote to dissolve the
partnership, defendant ceased all activity as a law firm. Also
3 A-0922-15T4
relevant to this action, on March 23, 2009 the firm's New Jersey
offices were closed and all employees were terminated.
Defendant's remaining activities consisted of winding down
outstanding matters and completing dissolution, supervised by a
"Wind Down Committee." When plaintiff's complaint was initially
filed in 2014,1 defendant had no more than two remaining
employees, who both lived and worked in Pennsylvania, and who
focused solely on concluding defendant's affairs. However,
defendant retained its New Jersey business registration and
registered agent.
When it recorded the action, defendant maintained it was
not subject to the Superior Court's jurisdiction and moved to
dismiss plaintiff's complaint. Plaintiff opposed the motion,
arguing when the alleged negligent conduct arose, numerous
1
Plaintiff first filed an action against defendant in the
Court of Common Pleas of Philadelphia, Pennsylvania, which it
failed to prosecute and voluntarily withdrew on May 29, 2014.
Also, plaintiff's subsequent motion to reinstate that action was
denied on March 12, 2015.
Plaintiff filed a one-count professional negligence
complaint against defendant in New Jersey on July 7, 2014.
Prior to discovery, defendant's motion to dismiss, filed on
March 20, 2015, was granted because plaintiff failed to obtain
an authorizing order from the Bankruptcy Court. See 11 U.S.C.A.
327 (requiring a debtor to obtain an order prior to employing
attorneys or other professionals to perform post-petition
services outside the ordinary course of the debtor's business).
On June 15, 2015, the Law Division judge granted plaintiff's
motion to reinstate its complaint after presenting the requisite
order, issued by the Bankruptcy Court on April 13, 2015.
4 A-0922-15T4
partners of defendant resided in Camden County, and several New
Jersey residents were members of the "Wind Down Committee."
Plaintiff averred additional specific instances of conduct as
demonstrating defendant transacted business with plaintiff in
New Jersey. Defendant replied, producing documents verifying
work on the West Virginia project, which triggered the
underlying negligence claims, was neither undertaken nor billed
from respondent's New Jersey offices. Further, defendant showed
Henry Miller was not licensed to practice law in New Jersey, no
physical meetings took place in New Jersey, and only two phone
calls were placed from Philadelphia to New Jersey relative to
the transaction.
In a brief oral opinion, the judge concluded plaintiff
failed to establish a basis for personal jurisdiction, granted
defendant's motion, and dismissed plaintiff's complaint on
September 11, 2015. Plaintiff timely appealed, requesting we
reverse the order.
II.
When considering a defendant's motion to dismiss a
plaintiff's complaint because the court lacks "jurisdiction over
the person," R. 4:6-2(b), this court examines
whether the trial court's factual findings
are "supported by substantial, credible
evidence" in the record. Mastondrea v.
Occidental Hotels Mgmt. S.A., 391 N.J.
5 A-0922-15T4
Super. 261, 268 (App. Div. 2007). However,
whether these facts support the court's
exercise of "personal jurisdiction over a
defendant is a question of law," which we
review de novo. YA Global Invs., L.P. v.
Cliff, 419 N.J. Super. 1, 8 (App. Div.
2011).
[Patel v. Karnavati Am., LLC, 437 N.J.
Super. 415, 423 (App. Div. 2014).]
Plaintiff bears the burden of pleading sufficient facts to
establish jurisdiction. Blakey v. Cont'l Airlines, 164 N.J. 38,
71 (2000); Jacobs v. Walt Disney World, Co., 309 N.J. Super.
443, 454 (App. Div. 1998).
The United States Supreme Court jurisprudence establishes
two methods for a court to acquire personal jurisdiction over a
foreign corporation: specific and general. In either case,
acquisition of personal jurisdiction over a foreign entity must
comport with basic due process. Goodyear Dunlop Tires
Operations, S.A. v. Brown, 564 U.S. 915, 923, 131 S. Ct. 2846,
2853, 180 L. Ed. 2d 796, 805 (2011).
"If a cause of action arises directly out of a defendant's
contacts with the forum state, the court's jurisdiction is
'specific.'" Waste Mgmt. v. Admiral Ins. Co., 138 N.J. 106, 119
(1994) (quoting Lebel v. Everglades Marina, Inc., 115 N.J. 317,
322 (1989), cert. denied, 513 U.S. 1183, 115 S. Ct. 1175, 130 L.
Ed. 2d 1128 (1995)); see also J. McIntyre Mach., Ltd. v.
Nicastro, 564 U.S. 873, 881, 131 S. Ct. 2780, 2788, 180 L. Ed.
6 A-0922-15T4
2d 765, 764 (2011) (stating under specific jurisdiction, a
defendant is subject to suit on causes of action that "arise out
of or are connected with the activities within the state")
(quoting Int'l Shoe Co. v. Washington, 326 U.S. 310, 319, 66 S.
Ct. 154, 90 L. Ed. 95, 104 (1945)). The test for specific
jurisdiction examines the nature of a defendant's contacts with
the forum. "[T]he minimum contacts inquiry must focus on 'the
relationship among the defendant, the forum, and the
litigation.'" Lebel, supra, 115 N.J. at 323 (quoting Shaffer v.
Heitner, 433 U.S. 186, 204, 97 S. Ct. 2569, 2579, 53 L. Ed. 2d
683, 698 (1977)). "[W]hen the defendant is not present in the
forum state, it is essential that there be some act by which the
defendant purposefully avails [itself] of the privilege of
conducting activities within the forum state, thus invoking the
benefit and protection of its laws." Baanyan Software Servs.,
Inc. v. Kuncha, 433 N.J. Super. 466, 475 (App. Div. 2013)
(quoting Waste Mgmt., supra, 138 N.J. at 120). Thus, courts
examine whether a non-resident defendant has "purposefully
avail[ed] itself of the privilege of conducting activities"
within the forum, such that the defendant can reasonable
anticipate being haled into the forum. Burger King Corp. v.
Rudzewicz, 471 U.S. 462, 475, 105 S. Ct. 2174, 2183, 85 L. Ed.
2d 528, 542 (1985).
7 A-0922-15T4
But, "[a]s International Shoe itself teaches, a
corporation’s 'continuous activity of some sorts within a state
is not enough to support the demand that the corporation be
amenable to suits unrelated to that activity.'" Daimler, supra,571 U.S. at __, 134 S. Ct. at 757, 187 L. Ed. 2d at 636 (quoting
Int'l Shoe, supra, 326 U.S. at 318, 66 S. Ct. at 154, 90 L. Ed.
at 103). Therefore, when a "suit is not related directly to the
defendant's contacts with the forum state, but is based instead
on the defendant's continuous and systematic activities in the
forum, then the State's exercise of jurisdiction is 'general.'"
Waste Mgmt., supra, 138 N.J. at 119 (quoting Lebel, supra, 115
N.J. at 323); see also Helicopteros Nacionales de Colombia, S.A.
v. Hall, 466 U.S. 408, 414 n. 9, 104 S. Ct. 1868, 1872 n. 9, 80
L. Ed. 2d 404, 411 n. 9 (1984) (discussing general
jurisdiction); Rippon v. Smigel, __ N.J. Super. __ (App. Div.
2017), (slip op. 11-12) (same). A defendant subject to this
"all-purpose jurisdiction," Daimler, supra, 571 U.S. at __, 134
S. Ct. at 758, 187 L. Ed. 2d, at 637, must litigate "any claim
that may be brought against him in the forum state." Patel,
supra, 437 N.J. Super. at 424 (quoting Citibank, N.A. v. Estate
of Simpson, 290 N.J. Super. 519, 526-27 (App. Div. 1996)); see
also Helicopteros, supra, 466 U.S. at 414-416, 104 S. Ct. at
1872, 80 L. Ed. 2d at 410-11 (noting under specific
8 A-0922-15T4
jurisdiction, a defendant may only be sued for causes of action
arising out of its conduct directed at the forum, but under
general jurisdiction, a defendant may be sued for any cause of
action arising in or out of the forum).
Consequently, the "standard for establishing general
jurisdiction is 'fairly high,' and requires that the defendant's
contacts be of the sort that approximate physical presence."
Wilson v. Paradise Vill. Beach Resort & Spa, 395 N.J. Super.
520, 528 (App. Div. 2007) (quoting Bancroft & Masters, Inc. v.
Augusta Nat'l, Inc., 223 F.3d 1082, 1086 (9th Cir. 2000)).
"Typically, a corporation's principal place of business and
place of incorporation establishes where the corporation is 'at
home' and subject to general jurisdiction." FDASmart, Inc. v.
Dishman Pharms. & Chems. Ltd., 448 N.J. Super. 195, 202 (App.
Div. 2016) (quoting Goodyear, supra, 564 U.S. at 924, 131 S. Ct.
at 2853-54, 180 L. Ed. 2d at 806).
Discussing the differences between these two means of
acquiring personal jurisdiction over a foreign corporation, the
United States Supreme Court observed: "Since International
Shoe, 'specific jurisdiction has become the centerpiece of
modern jurisdiction theory, while general jurisdiction [has
played] a reduced role.'" Daimler, supra, at 571 U.S. at __,
134 S. Ct. at 755, 187 L. Ed. 2d at 634 (alteration in original)
9 A-0922-15T4
(quoting Goodyear, supra, 564 U.S. at 925, 131 S. Ct. at 2854,
180 L. Ed. 2d at 807 (2011)). Noting the "post-International
Shoe opinions on general jurisdiction . . . are few,"2 the United
States Supreme Court more clearly defined the nature of a
foreign defendant's activities in a state, which are necessary
to acquire general jurisdiction, noting "we have declined to
stretch general jurisdiction beyond limits traditionally
recognized." Id. at __, 134 S. Ct. at 756, 757-58, 187 L. Ed.
2d at 634, 637.
In Daimler, the Argentinian plaintiffs sought personal
jurisdiction in California over Daimler, a German corporation,
based upon the California contacts of Mercedes-Benz USA, LLC, a
Daimler subsidiary, which distributed Daimler-manufactured
vehicles to independent dealerships throughout the United
States, but was incorporated in Delaware with a principal place
of business in New Jersey. Id. at __, 134 S. Ct. at 751-52, 187
L. Ed. 2d, at 629-30. Importantly, no relationship existed
between California and the tortious conduct for which plaintiffs
sought relief. Id. at __, 134 S. Ct. at 752, 187 L. Ed. 2d at
630.
2
Prior to Daimler the United States Supreme Court issued
three cases discussing general jurisdiction. See Andrews,
"Another Look at General Personal Jurisdiction," 47 Wake Forest
L. Rev. 999, 1000 (2012) ("Goodyear is only the Court's third
case addressing general jurisdiction.").
10 A-0922-15T4
The Supreme Court considered and rejected a jurisdictional
theory where "a foreign corporation may be subjected to a
court’s general jurisdiction based on the contacts of its in-
state subsidiary." Id. at __, 134 S. Ct. at 759, 187 L. Ed. 2d
at 638.
Repudiating the plaintiffs' arguments, the Court rejected the
arguments as attempting to stretch general jurisdiction over
causes of action not related to activities within the forum to
encompass "every State in which a corporation 'engages in a
substantial, continuous, and systematic course of business.'"
Id. at __, 134 S. Ct. at 761, 187 L. Ed. 2d, at 640. Further,
the Court rejected the Ninth Circuit Court of Appeals overbroad
utilization of agency principles, and the activity of a
subsidiary to exercise sovereignty over a foreign parent, with
no association with the forum. Id. at __, 134 S. Ct. at 759-60,
187 L. Ed. 2d at 639.
Drawing the comparison to "a domestic enterprise in that
State," id. at __, 134 S. Ct. at 758 n.11, 187 L. Ed. 2d at 637
n.11, the Court underscored the holding enunciated in Goodyear:
"For an individual, the paradigm forum for the exercise of
general jurisdiction is the individual’s domicile; for a
corporation, it is an equivalent place, one in which the
corporation is fairly regarded as at home." Id. at __, 134 S.
11 A-0922-15T4
Ct. at 760, 187 L. Ed. 2d at 639 (quoting Goodyear, supra, 564
U.S. at 924, 131 S. Ct. at 2853-54, 180 L. Ed. 2d at 806).
"Since the corporate personality is a fiction," Int'l Shoe,
supra, 326 U.S. at 316, 66 S. Ct. at 158, 90 L. Ed. at 102, the
paradigmatic examples of a corporation's physical presence are
"a forum where it is incorporated or has its principal place of
business." Daimler, supra, 571 U.S. at __, 134 S. Ct. at 760,
187 L. Ed. 2d at 640. "Accordingly, the inquiry under Goodyear
is not whether a foreign corporation's in-forum contacts can be
said to be in some sense 'continuous and systematic,' it is
whether that corporation's 'affiliations with the State are so
"continuous and systematic" as to render [it] essentially at
home in the forum State.'" Id. at __, 134 S. Ct. at 761, 187 L.
Ed. 2d at 640-41 (quoting Goodyear, supra, 564 U.S. at 919, 131
S. Ct. at 2851, 180 L. Ed. 2d at 803).
The United States Supreme Court reaffirmed Daimler in its
recent decision in BNSF. In that matter, two BNSF employees,
who were not residents of Montana, sued BNSF for injuries
occurring outside of Montana. BNSF, supra, 581 U.S. at __, 137
S. Ct. at __, 198 L. Ed. 2d at 41. While BNSF did some business
in Montana, it was neither incorporated nor headquartered in
Montana. Ibid. The Montana Supreme Court attempted to
distinguish Daimler on narrow statutory grounds, not relevant
12 A-0922-15T4
here. The United States Supreme Court reversed, and reaffirmed
the general jurisdiction principles previously articulated in
Daimler, stating:
The Fourteenth Amendment due process
constraint described in Daimler, however,
applies to all state-court assertions of
general jurisdiction over nonresident
defendants; the constraint does not vary
with the type of claim asserted or the
business enterprise sued. BNSF, we repeat,
is not incorporated in Montana and does not
maintain its principal place of business
there. Nor is BNSF so heavily engaged in
activity in Montana "as to render [it]
essentially at home" in that State. See
Daimler [571 U.S. at __, 134 S. Ct. at 761,
187 L. Ed. 2d at 640-41]. As earlier noted,
BNSF has over 2,000 miles of railroad track
and more than 2,000 employees in Montana.
But, as we observed in Daimler, "the general
jurisdiction inquiry does not focus solely
on the magnitude of the defendant's in-state
contacts." Id., at __, n.20[, 134 S. Ct.
763, 187 L. Ed. 2d at 641] (internal
quotation marks omitted). Rather the
inquiry "calls for an appraisal of a
corporation's activities in their entirety";
"[a] corporation that operates in many
places can scarcely be deemed at home in all
of them." Ibid. In short, the business BNSF
does in Montana is sufficient to subject the
railroad to specific jurisdiction in that
State on claims related to the business it
does in Montana. But in-state business, we
clarified in Daimler and Goodyear, does not
suffice to permit the assertion of general
jurisdiction over claims . . . that are
unrelated to any occurring in Montana.
[BNSF, supra, 581 U.S. at __, 137 S. Ct. at
__, 198 L. Ed. 2d at 47-48 (footnotes
omitted).]
13 A-0922-15T4
III.
A.
We turn to plaintiff's arguments presented on appeal.
Initially, plaintiff relies upon long-arm jurisdiction
principles, pointing to defendant's New Jersey business
registration, New Jersey registered agent, two New Jersey
offices, the residency of partners on the committee undertaking
dissolution, in the State, and, finally that when plaintiff's
complaint was filed, defendant was engaged in three suits in
state court, seeking to recover unpaid bills.
In our view, this list of minimum contacts may be evidence
tending to support a claim of specific jurisdiction. See Patel,
supra, 437 N.J. Super. at 425. However, the negligence forming
plaintiff's cause of action did not arise from defendant's
contacts with New Jersey. Plaintiff cannot show any
relationship between the underlying matter and the business or
attorneys in New Jersey.
New Jersey's long-arm statute permits the exercise of
jurisdiction to the full extent allowed under the Due Process
Clause. Jacobs, supra, 309 N.J. Super. at 452. The mandate of
personal jurisdiction does not rely on a plaintiff's convenience
or forum choice. Rather, it emanates from the Fourteenth
Amendment's Due Process Clause, which "protects an individual's
14 A-0922-15T4
right to be deprived of life, liberty, or property only by the
exercise of lawful power." J. McIntyre, supra, 564 U.S. at 879,
131 S. Ct. at 2787, 180 L. Ed. 2d at 773 (plurality op.). "As a
general rule, neither statute nor judicial decree may bind
strangers to the State." Id. at 880, 131 S. Ct. at 2787, 180 L.
Ed. 2d at 774. Accordingly, "those who live or operate
primarily outside a State have a due process right not to be
subjected to judgment in its courts as a general matter." Id.
at 881, 131 S. Ct. at 2787, 180 L. Ed. 2d at 774.
Considering plaintiff's claims we reject the factual
assertions suggesting (1) defendant maintained a strong presence
in New Jersey when this action was filed, and (2) plaintiff's
proofs show the transaction was centered in New Jersey.
Following consideration of the record, we conclude, as did the
Law Division judge, specific jurisdiction is not supported.
Plaintiff fails to prove defendant's sufficient minimum contacts
with New Jersey, as well as the transaction at issue occurred
here, "such that the maintenance of the suit does not offend
'traditional notions of fair play and substantial justice.'"
Id. at 880, 131 S. Ct. at 2787, 180 L. Ed. 2d at 774 (quoting
Int'l Shoe, supra, 326 U.S. at 316, 66 S. Ct. 154, 90 L. Ed.
95)). The evidence does not demonstrate that at the time of
suit, "defendant purposefully avail[ed] itself of the privilege
15 A-0922-15T4
of conducting activities within the forum state, thus invoking
the benefit and protection of its laws." FDASmart, supra, 448
N.J. Super. at 202 (quoting Waste Mgmt. Inc., supra, 138 N.J. at
120).
B.
Plaintiff next urges its proofs sufficiently demonstrated
general jurisdiction to require defendant to defend plaintiff's
action in New Jersey. In support, plaintiff again lists the
above contacts stating these represent defendant's "continuous
and systematic" business in the state, and additionally argues
defendant maintained a current business registration and
registered agent, which amounted to consent to general
jurisdiction to sue and be sued. Thus, plaintiff argues
acceptance of service by a registered agent in a state where
defendant is registered to do business conclusively establishes
personal jurisdiction.
Defendant rejects this over encompassing basis and
maintains Daimler clarified the limits of general jurisdiction.
Defendant argues its continued business registration and
maintenance of a registered agent in the state is insufficient
and does not equate to consent to submit to the general
jurisdiction of the state, because at the time plaintiff's suit
was filed defendant neither conducted continuous nor systematic
16 A-0922-15T4
business in New Jersey and was not at home in the state. We
agree with defendant.
Rule 4:4-4(a)(6) allows for in personam jurisdiction over a
corporate defendant by personal service within the state upon an
authorized agent of the corporation. The rule includes the
caveat "that a foreign corporation may be served only as herein
prescribed subject to due process of law." Ibid. Prior to
Daimler, some courts relied on state statutes mandating a
foreign corporation consent to personal jurisdiction within that
state when it registers to do business within the forum and
assigns an agent to accept service of process. See Senju Pharm.
Co. Ltd. v. Metrics, Inc., 96 F. Supp. 3d 428, 439 n.7 (D.N.J.
2015) ("At least four federal circuit courts have held that
compliance with registration statutes may be a basis for
establishing personal jurisdiction.").
New Jersey's foreign corporate registration and registered
agent statutes do not contain jurisdictional repercussions of
registration.3 Specifically, N.J.S.A. 14A:13-4 requires a
foreign corporation must obtain a certificate of authority in
order to transact business in New Jersey and N.J.S.A. 14A:4-1
3
We have not undertaken a review or analysis of business
registration statutes containing a specific consent to general
jurisdiction or other instances where the foreign corporation
consents to jurisdiction of the forum.
17 A-0922-15T4
addresses maintenance of a registered office and a registered
agent. The texts of these statutes does not expressly direct
consent to general jurisdiction. Display Works, LLC v. Bartley,
182 F. Supp. 3d 166, 174-76 (D.N.J. 2016).
Most, if not all of the fifty states include some requisite
for a foreign corporation to obtain a certificate of authority
to conduct business in the state. We cannot agree business
registration rises to consent to submit to the general
jurisdiction in the forum. Borrowing the words of Judge Learned
Hand, adoption of such a principle would place "an outlaw who
refused to obey the laws of the state in better position than a
corporation which chooses to conform." Smolik v. Phila. &
Reading Coal & Iron Co., 222 F. 148, 150 (S.D.N.Y. 1915). On
this issue, we adopt the view concluding the use of a registered
agent is more likely a means of facilitating service of process
for actions where jurisdiction properly relates to minimum
contacts or specific actions in the forum. See Andrews, supra,
47 Wake Forest L. Rev. 999, 1071. But see Senju Pharm., supra,
96 F. Supp. 3d at 438-39 (concluding the defendant consented to
being sued in New Jersey by conceding it was registered to do
business and had a registered agent in the state for service of
process).
18 A-0922-15T4
Further, we conclude reliance of an entity's business
registration to establish general jurisdiction is belied by the
holding set forth in Daimler's clear narrow application of
general jurisdiction. Personal jurisdiction over a foreign
corporation to answer for a cause of action unrelated to the
entity's conduct in the forum, i.e, general jurisdiction,
requires a plaintiff establish the corporation is "at home" in
the forum, a standard established in Goodyear and clarified in
Daimler. A plaintiff must show more than that the defendant
engaged in some business or complied with corporate registration
requirements of the forum. Accord FDASmart, supra, 448 N.J.
Super. at 202-03 ("The standard for establishing general
jurisdiction 'is a difficult one to meet, requiring extensive
contacts between a defendant and a forum.'") (quoting Mische v.
Bracey's Supermarket, 420 N.J. Super. 487, 492 (App. Div.
2011)); Smith v. S&S Dundalk Eng'g Works, Ltd., 139 F. Supp. 2d
610, 620 n.6 (D.N.J. 2001) ("[A] certificate to do business in
New Jersey [is] . . . insufficient to establish general
jurisdiction, absent evidence that [defendant] was actually
doing business in New Jersey.") (citing Wenche Siemer v. Learjet
Acquisition Corp., 966 F.2d 179, 183 (5th Cir. 1992) (holding
qualification to do business in a state is "of no special
weight" in evaluating general jurisdiction), cert. denied, 506
19 A-0922-15T4
U.S. 1080, 113 S. Ct. 1047, 122 L. Ed. 2d 355 (1993)); see also
Genuine Parts Co. v. Cepec, 137 A.3d 123, 137 (Del. Sup. Ct.
2016) ("[Daimler] made clear that it is inconsistent with
principles of due process for a corporation to be subject to
general jurisdiction in every place it does business.").
Plaintiff relies heavily on Allied-Signal, Inc. v. Purex
Inds., Inc., 242 N.J. Super. 362, 366 (App. Div. 1990), which
found general jurisdiction over the defendant corporation that
registered to conduct business in New Jersey and in fact did so,
stating the defendant consented to personal jurisdiction when
its registered agent is served with process.4 See also Senju,
supra, 96 F. Supp. 3d at 437 (holding Daimler did not alter the
consent to jurisdiction resulting from compliance with the
business registration statutes). Plaintiff suggests Daimler's
holding is narrowed by its facts, specifically that Daimler was
not registered as a foreign entity and had no registered agent
or offices in California.
This limited view ignores Daimler's definitive due process
analysis. The Court restated its holding in Goodyear, that: "A
court may assert general jurisdiction over foreign [sister-state
or foreign-country] corporation[s] 'to hear any and all claims
4
Plaintiff resorts to citing unpublished authority, which we
decline to consider as Rule 1:36-3 provides unpublished opinions
do not constitute precedent and are not binding on this court.
20 A-0922-15T4
against [them]' only when [their] affiliations with the State
are so constant and pervasive 'as to render them essentially at
home in the forum State.'" Goodyear, supra, 564 U.S. at 919,
131 S. Ct. at 2851, 180 L. Ed. 2d at 803. "Daimler also
explained that a corporation is generally 'at home' in its place
of incorporation and principal place of business." Chavez v.
Dole Food Co., 836 F.3d 205, 223 (3d Cir. 2016) (quoting
Daimler, supra, 571 U.S. at __, 134 S. Ct. at 751, 187 L. Ed. 2d
at 640-41.) Drawing the analogy to an individual's domicile,
the Court required the legal corporate entity to be similarly
situated, which cannot be satisfied by some business contacts in
the forum. Daimler, supra, 571 U.S. at __, 134 S. Ct. at 761,
187 L. Ed. 2d at 640-41. As the Third Circuit observed, "one of
our sister circuits has commented that it is 'incredibly
difficult to establish general jurisdiction [over a corporation]
in a forum other than the place of incorporation or principal
place of business.'" Chavez, supra, 836 F.3d at 223 (quoting
Monkton Ins. Servs., Ltd. v. Ritter, 768 F.3d 429, 432 (5th Cir.
2014)).
We now join the many courts that have circumscribed the
view of general jurisdiction post-Daimler. See Sonera Holding
B.V. v. Cukurova Holding A.S., 750 F.3d 221, 224, n.2 (2nd Cir.
2014) ("Not every company that regularly 'does business' in New
21 A-0922-15T4
York is 'at home' there."); Chatwal Hotels & Resorts LLC v.
Dollywood Co., 90 F. Supp. 3d 97, 105 (S.D.N.Y 2015) ("After
Daimler, with the Second Circuit cautioning against adopting 'an
overly expansive view of general jurisdiction,' the mere fact of
[defendant's] being registered to do business [in New York] is
insufficient to confer general jurisdiction in a state that is
neither its state of incorporation or its principal place of
business.") (quoting Gucci Am. v. Weixing Li, 768 F.3d 122, 135
(2d Cir. 2014)); Otsuka Pharm. Co. v. Mylan Inc., 106 F. Supp.
3d 456, 465-67 (D.N.J. 2015); Magil v. Ford Motor Co., 379 P.3d
1033, 1039 (Colo. 2016) (Despite Ford's extensive activities in
Colorado, "Nothing about Ford's contacts with Colorado"
including maintaining a registered agent, "suggest that it is
'at home' here."); Genuine Parts, supra, 137 A.3d at 141.
In light of Daimler, we reject the application of Allied-
Signal's holding as allowing general jurisdiction solely based
on the fiction of implied consent by a foreign corporation's
compliance with New Jersey's business registration statute.
Registration is required to conduct any level of business.
Importantly, the exercise of general jurisdiction requires
satisfaction of the "continuous and systematic contacts" to
comply with due process. Mere registration to conduct some
business is insufficient. See Genuine Parts, supra, 137 A.3d at
22 A-0922-15T4
145, n. 119 (collecting cases discussing tension between the
concepts of registering to do business within a state versus
consenting to general jurisdiction, in light of Daimler).
Even if Allied Signal's holding remains viable following
Daimler, we find plaintiff's assertion of general jurisdiction
is defeated based on a simpler reason. The fact defendant once
conducted possibly extensive business in New Jersey cannot serve
to establish jurisdiction over defendant's unrelated actions
outside the state when, at the time plaintiff's complaint was
filed, defendant was well on its way to complete dissolution and
was not conducting business in New Jersey or anywhere else. See
Mortg. Grader, Inc. v. Ward & Olivo, L.L.P., 225 N.J. 423, 437
(2016) ("During the windup period, the LLP continues to exist,
but only to wind up the partnership's affairs. . . . 'A
dissolved corporation exists solely to prosecute and defend
suits, and not for the purpose of continuing the business for
which it was established.'") (quoting Lancellotti v. M.D. Cas.
Co., 260 N.J. Super. 579, 583 (App. Div. 1992)); see also Keech
v. Lapointe Machine Tool Co., 200 N.J. Super. 177, 183 (App.
Div. 1985) ("Having terminated any business connection with New
Jersey in 1972, [the defendant] would now be subject to the
jurisdiction of this State only as to causes of action arising
from the business it had conducted in New Jersey.").
23 A-0922-15T4
Plaintiff's suggestion defendant's limited interactions during
its dissolution most assuredly fall far short of the well-fixed
"continuous and systematic contacts" standard, necessary for
general jurisdiction.
C.
Plaintiff also argues the trial judge's order deprived it
of sufficient opportunity to conduct jurisdictional discovery.
We remain unconvinced that permitting further discovery would
have altered our conclusion. We reject the notion the trial
judge engaged in a clear abuse of discretion.
Affirmed.
24 A-0922-15T4