Magill v. Ford Motor Co.

1 Opinions of the Colorado Supreme Court are available to the
2 public and can be accessed through the Judicial Branch’s homepage at
3 http://www.courts.state.co.us. Opinions are also posted on the
4 Colorado Bar Association’s homepage at http://www.cobar.org.
5
6 ADVANCE SHEET HEADNOTE
7 September 12, 2016
8
9 2016 CO 57
0
1 No. 15SA332, Magill v. Ford Motor Co.—Constitutional Law—Personal Jurisdiction—
2 General Jurisdiction—Corporations and Business Organizations—Related or
3 Affiliated Entities.
4
5 The supreme court issued a rule to show cause to review the trial court’s
6 conclusion that defendant Ford Motor Company (“Ford”) is subject to general personal
7 jurisdiction in Colorado and that venue was proper in Denver County. The court
8 concludes that, under Daimler A.G. v. Bauman, 134 S. Ct. 746 (2014), the record does not
9 support a finding that Ford is “essentially at home” in Colorado. Therefore, Ford is not
0 subject to general personal jurisdiction in Colorado. Because the trial court did not
1 determine whether Ford was subject to specific jurisdiction, the supreme court does not
2 reach that issue. The court also holds that maintaining a registered agent in the state
3 does not convert a foreign corporation to a resident. Because none of the parties reside
4 in Denver and the accident did not occur there, venue was not appropriate in Denver
5 County.
The Supreme Court of the State of Colorado
2 East 14th Avenue • Denver, Colorado 80203
2016 CO 57
Supreme Court Case No. 15SA332
Original Proceeding Pursuant to C.A.R. 21
City and County of Denver District Court Case No. 15CV32019
Honorable Michael J. Vallejos
Plaintiffs:
John Magill and Suzanna Magill,
v.
Defendants:
Ford Motor Company; Mark Polunci; and Does 1 through 20, inclusive.
Rule Made Absolute
en banc
September 12, 2016
Attorneys for Plaintiffs:
Hale Westfall, LLP
Richard A. Westfall
Peter J. Krumholz
Denver, Colorado
Attorneys for Defendants:
Wheeler Trigg O’Donnell, LLP
Edward C. Stewart
Theresa R. Wardon
Marissa S. Ronk
Denver, Colorado
Hogan Lovells US LLP
Jessica Ellsworth
Sean Marotta
Washington, D.C.
Attorneys for Amicus Curiae The Chamber of Commerce of the United States of
America:
Kittredge LLC
Daniel D. Domenico
Denver, Colorado
MRDLaw
Michael Francisco
Denver, Colorado
Attorneys for Amicus Curiae The Colorado Trial Lawyers Association:
Ollanik Law, LLC
Stuart Ollanik
Boulder, Colorado
Shoenwald & Thompson LLC
Julia T. Thompson
Denver, Colorado
Attorneys for Amicus Curiae The Center for Auto Safety and The Attorneys
Information Exchange Group:
Ogborn Mihm, LLP
Thomas Neville
Denver, Colorado
Anapol Weiss
Larry E. Coben
Scottsdale, Arizona
CHIEF JUSTICE RICE delivered the Opinion of the Court.
2
¶1 We issued a rule to show cause in this case to review the trial court’s conclusion
that defendant Ford Motor Company (“Ford”) is subject to general personal jurisdiction
in Colorado, despite the U.S. Supreme Court’s recent decision in Daimler A.G. v.
Bauman, 134 S. Ct. 746 (2014). We conclude that the record does not support a finding
that Ford is “essentially at home” in Colorado, and therefore, Ford is not subject to
general personal jurisdiction here. Because the trial court did not determine whether
Ford was subject to specific jurisdiction, we do not reach that issue.
¶2 We also review the trial court’s conclusion that venue was proper in Denver
County because Ford has a registered agent there. We hold that maintaining a
registered agent in the state does not convert a foreign corporation to a resident.
Therefore, because none of the parties reside in Denver and the accident did not occur
there, we conclude that venue is not appropriate in Denver County.
¶3 Accordingly, we make our rule to show cause absolute, and we remand with
instructions for the trial court to transfer the case to an appropriate venue. A trial court
in a proper venue must then determine whether Ford is subject to specific jurisdiction.
I. Facts and Procedural History
¶4 This case arises from a car accident that occurred on September 25, 2013, in
Douglas County, Colorado. Plaintiff John Scott Magill was driving his 2007 Ford
Fusion when it collided with a vehicle driven by defendant Mark Polunci. Magill
suffered severe injuries in the collision, including a traumatic brain injury and spinal
injuries. Magill and his wife, Suzanna Magill, filed a lawsuit in Denver District Court
against Polunci, Ford, and other defendants to recover for his injuries. The Magills
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claim that their Fusion had defective seat and restraint systems that caused Mr. Magill’s
serious and permanent injuries. They contend that Ford, as the manufacturer of the
Fusion, is liable for their injuries based on three causes of action: (1) strict liability,
(2) negligence or negligence per se, and (3) loss of consortium. Ford filed a C.R.C.P.
12(b)(2) Motion to Dismiss for Lack of Personal Jurisdiction or, in the Alternative, to
Transfer Venue Pursuant to C.R.C.P. 98(e). Polunci also filed a motion to change venue.
¶5 The following undisputed facts are relevant to the jurisdiction and venue
questions presented: The accident underlying this case occurred in Douglas County,
Colorado. The Magills reside in Douglas County. Mr. Polunci resides in El Paso
County. Ford is a Delaware corporation with its principal place of business in
Michigan. Ford has a registered agent in Denver County. Ford markets and sells cars
throughout the country, including Colorado, through franchised dealerships. Ford
does not manufacture cars in Colorado, but it maintains several offices and businesses
in the state, including the Ford Motor Company Service School and an office for Ford
Motor Credit Co., LLC.
¶6 The trial court denied both motions to change venue. It observed that “Ford is a
foreign corporation whose registered agent is located in Denver County and . . . [was]
served there.” Consequently, it concluded that “venue is proper in Denver County
under the provision of Rule 98(c)(1) that allows an action to be brought in the county in
which at least one defendant resides.”
¶7 Ford also moved to dismiss the case for lack of personal jurisdiction. The
company argued that it is not subject to general personal jurisdiction because it is not
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“at home” in Colorado. Ford argued that it was not subject to specific personal
jurisdiction because the car accident did not arise out of its contacts with Colorado. The
trial court concluded that the Magills “made a prima facie showing that Ford is at
‘home’ in Colorado” and that Ford’s “continuous and systematic affiliations” with
Colorado were sufficient to subject Ford to general personal jurisdiction in Colorado.
¶8 Ford’s petition presents the following issues: (1) whether the trial court erred
when it concluded that it had general personal jurisdiction over Ford and (2) whether
the trial court erred by concluding that venue was proper in Denver.
II. Original Jurisdiction
¶9 “Original relief pursuant to C.A.R. 21 is an extraordinary remedy that is limited
both in purpose and availability.” Dwyer v. State, 2015 CO 58, ¶ 4, 357 P.3d 185, 187
(quoting People v Kailey, 2014 CO 50, ¶ 9, 333 P.3d 89, 92). We generally elect to hear
cases under C.A.R. 21 “that raise issues of first impression and that are of significant
public importance.” Id., 357 P.3d at 187–88. We often elect to hear challenges to “the
exercise of personal jurisdiction by district courts over out-of-state defendants” because
they “raise[] the question whether it is unfair to force such a party to defend here at all.”
Keefe v. Kirschenbaum & Kirschenbaum, P.C., 40 P.3d 1267, 1270 (Colo. 2002). This
case satisfies these criteria. Since the U.S. Supreme Court’s decision in Daimler, we
have not yet considered the scope of general personal jurisdiction for nonresident
corporate defendants who do business in Colorado. This issue not only concerns the
rights of the parties in this case but also affects the rights of future litigants.
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¶10 We also hear cases under C.A.R. 21 that raise “issues involving venue” because
such issues “directly affect the trial court’s jurisdiction and authority to proceed with a
case” and “review of a venue determination serves to avoid the delay and expense
involved in re-trial should this court deem venue improper.” Hagan v. Farmers Ins.
Exch., 2015 CO 6, ¶13, 342 P.3d 427, 432. Thus, original review of both the personal
jurisdiction question and the venue question is appropriate in this case.
III. Standard of Review
¶11 Interpreting the scope of general personal jurisdiction under Daimler presents a
question of law, which we review de novo. See In re Marriage of Malwitz, 99 P.3d 56,
59 (Colo. 2004). We also review de novo whether the Magills established the prima
facie case of personal jurisdiction necessary to defeat Ford’s 12(b)(2) motion. Archangel
Diamond Corp. v. Lukoil, 123 P.3d 1187, 1192 (Colo. 2005), as modified on denial of
reh’g (Dec. 19, 2005) (noting that, when a trial court denies a 12(b)(2) motion based on
documentary evidence alone, “the plaintiff need only demonstrate a prima facie
showing of personal jurisdiction to defeat the motion”).
¶12 We review a trial court’s decision on a motion to change venue for an abuse of
discretion. Hagan, ¶¶ 15–16, 342 P.3d at 432 (citing Sampson v. Dist. Ct., 590 P.2d 958,
959 (Colo. 1979)). A trial court abuses its discretion when it proceeds to hear a case
where venue is improper. Id.; see also Denver Air Ctr. v. Dist. Ct., 839 P.2d 1182, 1185
(Colo. 1992) (“[W]hen a party requests a change of venue upon a ground which entitles
it to the change as a matter of right the trial court loses all jurisdiction except to order
the change.”).
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IV. Analysis
¶13 We begin by reviewing the law of personal jurisdiction and then conclude that,
under Daimler, the trial court lacks general personal jurisdiction over Ford. We note,
however, that Ford may be subject to specific personal jurisdiction in Colorado. But
because the trial court did not make any findings regarding specific jurisdiction, we
decline to reach that issue. Next, we address the trial court’s holding that venue is
appropriate in Denver County. We conclude that maintaining a registered agent does
not convert a foreign company to a resident company. Therefore, under our rule in
Denver Air Center, venue is not appropriate in Denver. 839 P.2d at 1185.
A. Personal Jurisdiction
¶14 To exercise jurisdiction over a nonresident defendant, a Colorado court must
comply with Colorado’s long-arm statute and constitutional due process. Archangel
Diamond Corp., 123 P.3d at 1193. Colorado’s long-arm statute confers “the maximum
jurisdiction permitted by the due process clause of the United States and Colorado
constitutions.” Id. (citing Keefe, 40 P.3d at 1270); see also U.S. Const. amend. XIV; Colo.
Const. art. 2, § 25; § 13-1-124, C.R.S. (2016). Therefore, we engage in a constitutional due
process analysis to determine whether a Colorado court has jurisdiction over an out-of-
state defendant.
¶15 The Fourteenth Amendment’s due process clause governs the outer boundaries
of a state’s authority to proceed against nonresident defendants. Shaffer v. Heitner,
433 U.S. 186, 207 (1977). In International Shoe Co. v. Washington, the U.S. Supreme
Court held that a state may exercise personal jurisdiction over a nonresident defendant
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if the defendant has “certain minimum contacts with [the state] such that the
maintenance of the suit does not offend ‘traditional notions of fair play and substantial
justice.’” 326 U.S. 310, 316 (1945) (quoting Milliken v. Meyer, 311 U.S. 457, 463 (1940)).
This relationship-based approach to personal jurisdiction gave rise to two distinct
categories of jurisdiction: general jurisdiction and specific jurisdiction. Daimler,
134 S. Ct. at 754; Goodyear Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915, 923–24
(2011). We now address these categories in greater detail.
1. General Jurisdiction
¶16 General jurisdiction, or all-purpose jurisdiction, permits a court to exercise
jurisdiction over a defendant for any and all causes of action arising from any of the
defendant’s activities, even if those activities occurred outside the forum state. Daimler,
134 S. Ct. at 754 (citing Int’l Shoe, 326 U.S. at 318, and Goodyear, 564 U.S. at 919).
However, “only a limited set of affiliations with a forum will render a defendant
amenable to all-purpose jurisdiction there.” Daimler, 134 S. Ct. at 760. For a corporate
defendant, the paradigmatic fora for general jurisdiction are the corporation’s place of
incorporation and principal place of business. Id. at 760–61 (citing Goodyear, 564 U.S.
at 924). These places have the benefit of being unique and easily ascertainable, and a
corporation may reasonably anticipate being haled into court in either place. Id. Thus,
general jurisdiction guarantees plaintiffs at least one forum to file any suit against a
corporation. Id.
¶17 A state may also exercise general jurisdiction over a nonresident corporate
defendant whose affiliations with the forum state are “so ‘continuous and systematic’ as
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to render them essentially at home in the forum State.” Id. at 754 (quoting Goodyear,
564 U.S. at 919). A nonresident defendant’s contacts with the state will rarely justify
exercising general jurisdiction. See id. at 757-58. “Perkins v. Benguet [Consolidated]
Mining Co.[, 342 U.S. 437 (1952),] remains the textbook case of general jurisdiction
appropriately exercised over a foreign corporation that has not consented to suit in the
forum.” Daimler, 134 S. Ct. at 755-56 (quoting Goodyear, 564 U.S. at 927–28). In Perkins,
the defendant company was incorporated in the Philippines and operated gold and
silver mines there. 342 U.S. at 448. During World War II, the company’s president
moved to Ohio, where he maintained an office with the company’s files and oversaw
the company’s activities. Id. at 447-48. The U.S. Supreme Court held that the company
had temporarily moved its principal place of business to Ohio, and therefore, the court
in Ohio did not offend due process by exercising general jurisdiction over the company.
Daimler, 134 S. Ct. at 756 (citing Keeton v. Hustler Magazine, Inc., 465 U.S. 770, 780 n.11
(1984)).
¶18 Recently, in Daimler, the U.S. Supreme Court clarified the law of general
personal jurisdiction as applied to nonresident, corporate defendants. 134 S. Ct. at 746.
The Court considered whether California had jurisdiction over a claim “brought by
foreign plaintiffs against a foreign defendant based on events occurring entirely out of
the United States.” Id. at 750. The plaintiffs argued that the California court had
jurisdiction over the corporate defendant, Daimler, based on one of its subsidiary’s
contacts with the state. Id. at 751. The Court assumed that the subsidiary, MBUSA, was
“at home” in California. Id. at 760. It also assumed that MBUSA’s contacts with
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California—including a regional office and other facilities in California, along with
significant sales in the state—could be imputed to Daimler. Id. Nevertheless, the Court
concluded that, even though MBUSA was “at home” in California and all of MBUSA’s
contacts could be imputed to Daimler, there was “no basis to subject Daimler to general
jurisdiction in California, for Daimler’s slim contacts with the State hardly render it at
home there.” Id. The Court recognized that even if a company conducts significant
business in a state, if that business represents a relatively small portion of the
company’s national or international reach, then the company cannot be considered at
home in the state. Id. at 760–61, 761 n.19, 762 n.20. Therefore, because Daimler’s
contacts with California—while independently substantial—were only a small portion
of its overall business, Daimler could not be considered “at home” in California.1 Id. at
762.
¶19 In the case before us, the trial court concluded that Daimler did not control and
that exercising general jurisdiction over Ford was appropriate. First, it distinguished
this case by noting that Daimler involved international disputes with foreign plaintiffs.
But Daimler cannot be disposed of so easily. Whether a nonresident corporate
defendant is a resident of another country or another state is irrelevant to the general
jurisdiction inquiry. Goodyear, 564 U.S. at 919 (recognizing that the test for exercising
1 The Tenth Circuit recently noted that Daimler did not create a new rule for general
personal jurisdiction but merely “reaffirmed the Goodyear standard.” Am. Fidelity
Assur. Co. v. Bank of New York Mellon, 810 F.3d 1234, 1241 (10th Cir. 2016) (petition for
certiorari filed). Whether Daimler amounted to a sea change in personal jurisdiction
jurisprudence or merely reaffirmed existing law is beyond the scope of this case. We
need only determine whether Ford’s contacts supported the conclusion that Ford is at
home in Colorado. See Daimler, 134 S. Ct. at 761; Goodyear, 564 U.S. at 919.
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general jurisdiction is the same for all “foreign (sister-state or foreign-country)
corporations”).
¶20 Next, the trial court concluded that, “unlike in Daimler, Ford has more than ‘slim
contacts’ with Colorado.” The trial court relied on Ford’s “aggressive” marketing and
sales through over thirty dealerships in Colorado. It also noted that Ford maintains
offices and businesses in Colorado, has a registered agent in Colorado, and trains and
certifies mechanics to work with Colorado consumers. The trial court added that “Ford
has actively litigated, as both a plaintiff and defendant[,] in cases in Colorado.” These
contacts, however, pale in comparison to the significant contacts that were deemed
“slim” in Daimler.
¶21 In Daimler, the Court imputed MBUSA’s substantial contacts to Daimler and
nevertheless determined that those contacts were “slim” and therefore insufficient to
support general jurisdiction. 134 S. Ct. at 760. These “slim” contacts included a
regional office and other facilities in the state. Id. at 752. MBUSA was also the largest
supplier of luxury vehicles in California—“over 10% of all sales of new vehicles in the
United States” took place in California and “2.4% of Daimler’s worldwide sales” were
attributable to California. Id. A comparison between Ford’s contacts with Colorado
and those in Daimler—which were deemed insufficient to support general
jurisdiction—reveals that Ford’s contacts with Colorado do not subject it to general
jurisdiction here.
¶22 Under Goodyear and Daimler, the key inquiry is whether Ford is “at home” in
Colorado. Daimler, 134 S. Ct. at 761 (citing Goodyear, 564 U.S. at 919). Determining
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that a corporation is “at home” simply because it does business in Colorado would be
“unacceptably grasping.” Id. at 760–61. “General jurisdiction instead calls for an
appraisal of a corporation’s activities in their entirety, nationwide and worldwide. A
corporation that operates in many places can scarcely be deemed at home in all of
them.” Id. at 762 n.20; accord Presby Patent Tr. v. Infiltrator Sys., Inc., Civil No. 14-cv-
542-JL, 2015 WL 3506517, at *4–5 (D.N.H. June 3, 2015) (“Under Daimler, then, it is no
longer enough for the defendant to have ‘continuous and systematic’ contacts with the
forum state . . . . Daimler requires at the very least that a defendant have systematic and
continuous contacts with the forum that sets the forum apart from other states where
[the] defendant may conduct business—contacts that render the forum in some manner
equivalent to a principal place of business.” (citations omitted)).
¶23 Under Daimler, the record in this case does not support a finding that general
jurisdiction over Ford is appropriate. As was true of the defendant in Daimler, Ford
conducts business throughout the country, but the Magills failed to present any
evidence that Ford’s contacts with Colorado are somehow different or more substantial
than its contacts with other states where it sells cars. Nothing about Ford’s contacts
with Colorado suggest that it is “at home” here. Moreover, no special circumstances—
such as temporarily relocating the company’s principal place of business during
wartime—indicate that this is an “exceptional case” that would render Ford at home in
Colorado. Daimler, 134 S. Ct. at 761 n.19 (citing Perkins, 342 U.S. 437, as an example of
an “exceptional case” where “a corporation’s operations in a forum other than its
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formal place of incorporation or principal place of business may be so substantial as to
render the corporation at home in that State”).
¶24 Because Ford is incorporated in Delaware and has its principal place of business
in Michigan, the Magills have not demonstrated that Ford is “essentially at home” in
Colorado. Accordingly, we conclude that the trial court erred by exercising general
jurisdiction over Ford. However, our conclusion that Ford is not subject to general
personal jurisdiction does not compel the conclusion that the Magills have no recourse
in Colorado; Ford may be subject to specific personal jurisdiction.
2. Specific Jurisdiction
¶25 “Specific jurisdiction has become the centerpiece of modern jurisdiction theory,
while general jurisdiction [has played] a reduced role.” Daimler, 134 S. Ct. at 755 (citing
Goodyear, 564 U.S. at 925). 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, 134 S. Ct. at 757 (quoting Int’l Shoe, 326 U.S. at
318). But a state may still exercise jurisdiction over a nonresident corporate defendant if
the cause of action arises out of the defendant’s in-state activities. Id. at 754 (citing Int’l
Shoe, 326 U.S. at 317). Some activities—such as having agency relationships within the
forum state or placing products into the stream of commerce—may support a finding of
specific, but not general, jurisdiction. See, e.g., Daimler, 134 S. Ct. at 759 n.13 (“Agency
relationships, we have recognized, may be relevant to the existence of specific
jurisdiction.” (citing Int’l Shoe, 326 U.S. 310)); Goodyear, 564 U.S. at 927 (“Flow of a
manufacturer’s products into the forum, we have explained, may bolster an affiliation
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germane to specific jurisdiction.” (citing World-Wide Volkswagen Corp. v. Woodson,
444 U.S. 286, 297 (1980)).
¶26 Here, after concluding that Ford was subject to general jurisdiction, the trial
court found “it unnecessary for it to review Ford’s arguments as to whether the Magills
[had] established specific jurisdiction.” Because we reverse the trial court’s holding
regarding general jurisdiction, we now remand the case for the trial court to reevaluate
Ford’s connections with Colorado and to this case to determine whether it has specific
jurisdiction over Ford.
B. Venue
¶27 We now turn to Ford’s contention that the trial court erred by concluding that
venue is proper in Denver County. The trial court concluded that, because Ford has a
registered agent in Denver, the company resides there. Therefore, it held that venue
was proper under C.R.C.P. 98(c)(1). We disagree.
¶28 For a tort action, C.R.C.P. 98(c) dictates the proper location for venue:
[A]n action shall be tried in the county in which the defendants, or any of
them, may reside at the commencement of the action, or in the county
where the plaintiff resides when service is made on the defendant in such
county; or if the defendant is a nonresident of this state, the same may be
tried in any county in which the defendant may be found in this state, or
in the county designated in the complaint . . . .
The rule also states that a tort action may “be tried in the county where the tort was
committed.” C.R.C.P. 98(c)(5). “A harmonious construction of the rule requires that,
when at least one defendant is a Colorado resident, [a] plaintiff may not designate a
county that is unrelated to either the defendant’s county of residence, the plaintiff’s
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county of residence, or the county in which a tort occurred.” Denver Air Ctr., 839 P.2d
at 1185.
¶29 The trial court concluded that Ford resides in Denver because its registered agent
is located there. To bolster the trial court’s holding, the Magills cite a litany of cases
from other states where the court concluded that a corporation “resided” where its
registered agent was located. However, the decisions in all of these cases rely on state
statutes or rules.2
2 See WBC Holdings, Inc. v. Thornton, 443 S.E.2d 686, 687 (Ga. App. 1994) (following
the state’s corporate code that defined venue for foreign corporations); Bucklew v. G.D.
Searle & Co., 562 N.E.2d 186, 189 (Ill. 1990) (citing a state statute that stated that a
foreign corporation “is a resident of any county in which it has its registered office”);
Am. Family Ins. Co. v. Ford Motor Co., 857 N.E.2d 971, 975 (Ind. 2006) (determining
that under Indiana’s trial rules and business code, venue was proper where the
defendant’s registered office was located); State ex rel. Rothermich v. Gallagher, 816
S.W.2d 194, 198 (Mo. 1991) (noting that the statutory definition of residence for a
corporation was “the county where its registered office is maintained”); Moore Golf,
Inc. v. Shambley Wrecking Contractors, Inc., 206 S.E.2d 789, 790 (N.C. App. 1974)
(addressing a state statute that defined residence for a domestic corporation as the place
“where the registered office of the corporation is located”); Carolina Cas. Ins. Co. v.
Belford Trucking Co., 280 A.2d 848, 850 (N.J. Super. Ct. Ch. Div. 1971), aff’d sub nom.
Carolina Cas. Ins. Co. v. Belford Trucking Co., 298 A.2d 288 (N.J. Super. Ct. App. Div.
1972) (citing a state rule instructing that a corporate defendant is a resident of the
county where its registered agent is located); Gardiner v. Galles Chevrolet Co., 2007-
NMSC-052, 168 P.3d 116, 118 (relying on a state statute that permitted venue “where the
statutory agent designated by the foreign corporation resides”); Shetty v. Volvo Cars of
N. Am., LLC, 38 A.D.3d 202, 202–03 (N.Y. App. Div. 2007) (stating that “a foreign
corporation’s designation of the location of its office . . . constitutes a designation of its
residence” under state procedural rules, but not discussing whether the location of a
registered agent affects venue); Cent. & S. Freight Lines, Inc. v. Hatley, 614 S.W.2d 864,
866 (Tex. Civ. App. 1981) (“A Texas corporation for venue purposes is a resident of the
county where its designated registered office and agent is located.” (citing Ward v.
Fairway Operating Co., 364 S.W.2d 194, 195 (Tex. 1963) (construing portions of the
Texas Business Corporation Act as “legislative authorization . . . that the place of its
designated registered office and agent shall constitute a statutory place of residence”))).
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¶30 Our own constitution, statutes, and rules impose no such requirement.
Colorado’s constitution requires foreign corporations to have “one or more known
places of business, and an authorized agent or agents in the same, upon whom process
may be served.” Colo. Const. art. XV, § 10. Nothing in this language suggests that
complying with the constitutional requirement to maintain a registered agent converts a
nonresident corporate defendant into a resident. See id. On the contrary, the language
recognizes that, even though a foreign corporation must maintain a registered agent to
receive service, the corporation is still considered “foreign.” Id. No other statutes or
rules address the effect of a corporation’s registered agent on the corporation’s
residence. Therefore, Ford’s maintenance of a registered agent in Denver does not
convert it into a Denver resident.
¶31 A straightforward application of the Denver Air Center rule reveals that venue is
not proper in Denver County. See 839 P.2d at 1185. Under Denver Air Center, “when
at least one defendant is a Colorado resident, plaintiff may not designate a county that
is unrelated to either the defendant’s county of residence, the plaintiff’s county of
residence, or the county in which a tort occurred.” Id. at 1185. The Magills reside in
Douglas County, Mr. Polunci resides in El Paso County, and, as we have established,
Ford is a nonresident defendant. The accident central to this case occurred in Douglas
County. Therefore, venue in this case is only proper in either Douglas County or El
Paso County.
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V. Conclusion
¶32 Because the record does not support the trial court’s conclusion that Ford may be
subject to general personal jurisdiction in Colorado, we reverse the trial court’s holding
on this issue. We also reverse the trial court’s holding that venue is proper in Denver
County. Accordingly, we make the rule to show cause absolute. Because a court “loses
all jurisdiction except to order a change [in venue]” when venue is improper, id., we
remand with instructions for the trial court to transfer the case to an appropriate venue.
A trial court in a proper venue must then determine whether Ford is subject to specific
jurisdiction.
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