Statutes and Consent After Daimler

Statutes and Consent After Daimler

Daimler narrowed what the Constitution lets a state court do, and two questions follow from that holding. The first is how a state's jurisdictional statute relates to the constitutional limit, and the answer is settled. The second is whether a state may turn a registration requirement into consent to general jurisdiction, and that question is not settled.

Statute Then Constitution

Every personal-jurisdiction problem runs through two steps, and the at-home test answers only the second. The Due Process Clause confers no jurisdiction on any court; it marks the outer boundary of what a legislature may authorize. A court therefore asks first whether a state statute empowers it to reach this defendant, and only then whether exercising that power is constitutional.¹

The statutory step belongs to the legislature, and a legislature may grant its courts everything the Constitution permits. In states with statutes like California's, the two inquiries collapse into one: a court that has the constitutional power automatically has the statutory power as well.² A statute of that kind moves with the constitutional line. When Goodyear and Daimler drew the line for general jurisdiction inward, such a statute drew inward with it and needed no amendment.

A legislature may also grant less. A long-arm statute that covers only some of the constitutionally available cases makes the statutory step the binding one, because a court cannot exercise jurisdiction the legislature has withheld, even where due process would have allowed it.³

The limit cannot run in the other direction, and that is the point that matters after Daimler. A statute is the state's grant of power, while the Due Process Clause limits what the state may grant. A statute reaching every corporation that does business in the state therefore cannot create jurisdiction the Constitution withholds. A limit that yielded to any statute disagreeing with it would limit nothing. The Supreme Court rejected the idea that general jurisdiction exists wherever a corporation engages in a substantial, continuous, and systematic course of business, calling that formulation unacceptably grasping.⁴ A corporation is not subject to general jurisdiction merely because it does substantial business in a state. Absent exceptional circumstances, it is at home only in its place of incorporation or principal place of business.⁵

The usual instinct is to read the statute, find that the defendant does business in the state, and stop. That finding answers only the first step.

The statutory success and constitutional failure in that hypothetical do not end the case. Specific jurisdiction stays available for any claim that does arise from the forum contacts. Had the injury come from the warehouse's own operations, the same statute would reach the claim, and the court would then ask in the ordinary way whether the claim arises out of or relates to those contacts.

A defendant incorporated in the forum state, by contrast, passes both steps. Under a statute that reaches to the constitutional limit, the state of incorporation is a paradigm home, so its courts may hear a claim arising anywhere.⁷

Consent by Registration

Consent is the one basis of jurisdiction that does not depend on the defendant's contacts. At the end of the spectrum where a defendant has no forum contacts, the state has no authority over the defendant unless the defendant consents.⁹ Consent takes several forms: accepting a contract with a forum-selection clause, failing to raise the objection in time, or deciding not to raise it.¹⁰ True express consent, such as a contract providing for jurisdiction in a particular state, therefore remains a solid basis for jurisdiction after Daimler.¹¹

Registration statutes raise a harder question, because the consent is demanded rather than volunteered. A corporation is usually required to designate an in-state agent for service of process as a condition of being allowed to do local business, and service on that agent is the equivalent of service on the corporation.¹² The designation is the corporation's own act. That distinguishes it from the situation of an officer who happens to be served while passing through the forum, which courts consistently hold does not give jurisdiction over the corporation.¹³ A statute could therefore arguably make consent to general jurisdiction a condition of registering to do business.¹⁴

Consider what is at stake. A corporation incorporated in one state and headquartered in a second registers to do business in a third, and a plaintiff sues it there on a claim unrelated to the third state. General jurisdiction fails because the corporation is not at home there, and specific jurisdiction fails because the claim does not arise from forum contacts.¹⁵ A valid registration-consent statute would supply a third route to that court.¹⁶

The question is hard because the argument that consent satisfies due process collides with the logic of the at-home test.¹⁷ If registration counts as real consent, every company registered in a state is open to suit there on any claim. That would restore through a back door much of the reach of the doing-business jurisdiction that Daimler rejected.¹⁸ The competing considerations are these:

• Registration can be read as consent, because a company that designates an in-state agent has taken a deliberate step of its own, which a statute could treat as consent to general jurisdiction.¹⁹
• Treating registration as consent for every registered company would revive much of the doing-business jurisdiction that Daimler rejected, since the Court refused to let general jurisdiction follow a substantial, continuous, and systematic course of business.²⁰
• The designation differs from service on an officer who is merely present in the state, which does not give a court jurisdiction over the corporation, so the consent argument is stronger for a designated agent than for mere presence.²¹
• Express consent by contract is a different matter, because a forum-selection clause is accepted by the defendant, while a registration condition is imposed by the state as the price of doing local business.²²
• On another view, the at-home test undermines the consent theory for activities unrelated to the forum. An agent designation alone then cannot support jurisdiction absent contacts that make the corporation at home or related contacts that give rise to specific jurisdiction, and the agency has traditionally been understood to reach only the defendant's forum-related business.²³

These considerations are arguments rather than holdings, and the materials in this chapter report no Supreme Court decision settling the question. An exam answer should therefore present registration-based consent as unresolved, state the argument that registration is consent, identify the tension with the at-home test, and confirm the current state of authority in your course materials. Consent as a basis of jurisdiction in its own right, including forum-selection clauses and waiver, is the subject of a different reading.