Supreme Court of Delaware Holds that Registration to Do Business in State Does Not Confer Personal Jurisdiction

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The Delaware Supreme Court held that the U.S. Supreme Court’s decision in Daimler AG v. Bauman, 134 S.Ct. 746 (2014), effectively overruled the prior Delaware caselaw permitting Delaware courts to exercise jurisdiction over corporations that had registered to do business in the state.

In this particular case, a large Georgia corporation that had properly registered to do business in the State of Delaware could not be sued in Delaware over claims having nothing to do with its activities in the state.

“Our duty under our law is to give as much effect as possible to a state statute, where it is constitutional to do so.  After Daimler, we hold that Delaware’s registration statutes must be read as a requirement that a foreign corporation must appoint a registered agent to accept service of process, but not as a broad consent to personal jurisdiction in any cause of action, however unrelated to the foreign corporation’s activities in Delaware. Rather, any use of the service of process provision for registered foreign corporations must involve an exercise of personal jurisdiction consistent with the Due Process Clause of the Fourteenth Amendment….

“Nothing in the registration statutes explicitly says that a foreign corporation registering thereby consents to the personal jurisdiction of this state.  Nothing in the statutes explicitly says that by having to register in order to ‘do any business in this State, through or by branch offices, agents or representatives located in this State,’ and to appoint a registered agent in the state to receive service of process, that meant a foreign corporation was waiving any objection to personal jurisdiction for causes of action not arising out of the conduct in Delaware that gave rise to the registration requirement.”

Genuine Parts Company v. Cepec, No. 528,2015, 2016 WL 1569077 (Del. April 18, 2016).

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