Brown v. Lockheed Martin Corp.

814 F.3d 619

Cindy S. BROWN, as Personal Representative to the Estate of Walter E. Brown, Plaintiff–Appellant,

v.LOCKHEED MARTIN CORP., individually and as successor-in-interest to Martin–Marietta Corp., Defendant–Appellee.^*

No. 14–4083.

United States Court of Appeals, Second Circuit.

Argued: Oct. 8, 2015.

Decided: Feb. 18, 2016.

Lisa W. Shirley (Jessica M. Dean, on the brief), Simon Greenstone Panatier Bartlett, PC, Dallas, TX, for Cindy S. Brown.

Dan Himmelfarb, Mayer Brown LLP, Washington, DC (Guy P. Glazier, Brian T. Clark, Glazier Yee LLP, Los Angeles, CA; Matthew J. Zamaloff, Cetrulo LLP, Boston, MA, on the brief), for Lockheed Martin Corp.

Before: PARKER, LYNCH, and CARNEY, Circuit Judges.

CARNEY, Circuit Judge:

We confront here a nettlesome and increasingly contentious question about the import of a foreign corporation's registration to conduct business and appointment of an agent for service of process in a state for the exercise of personal jurisdiction by that state's courts over the registered corporation. Here, the state is Connecticut, and the terms of its registration and appointment statutes are unclear as to whether they purport to confer on the state's courts the power to exercise general jurisdiction over duly registered foreign corporations. Such jurisdiction would give Connecticut courts the power to adjudicate any matter concerning any registered corporation, no matter where the matter arose and no matter how limited the state's interest in the dispute.¹

The question arises in this context: As personal representative of her father's estate, Plaintiff–Appellant Cindy S. Brown appeals from a final judgment of the United States District Court for the District of Connecticut (Thompson, J. ) dismissing for want of personal jurisdiction the tort claims that Brown's late father asserts against Defendant–Appellee Lockheed Martin Corporation ("Lockheed"). See Brown v. CBS Corp., 19 F.Supp.3d 390 (D.Conn.2014). Brown seeks to recover in tort from Lockheed and others for injuries suffered by her father as a result of asbestos exposure sustained by him during his work as an Air Force airplane mechanic in locations in Europe and around the United States, but not in Connecticut. Lockheed, a major aerospace company with a worldwide presence, is both incorporated and maintains its principal place of business in Maryland. In 1995, it registered to do business in Connecticut and appointed an agent for service, in compliance with Connecticut law. Between 2008 and 2012, it leased space in four locations in Connecticut, and employed between approximately 30 and 70 workers in the state.

Conceding the absence of any basis for the exercise of specific jurisdiction over Lockheed by Connecticut courts (and, derivatively, by the federal district court in Connecticut), Brown contends that Lockheed consented to having those courts in Connecticut exercise general jurisdiction over it by registering—years earlier—to do business in the state and appointing an agent to receive service of process there. Brown also contends that, even apart from its registration in the state, the Supreme Court's recent decisions in Daimler AG v. Bauman, ––– U.S. ––––, 134 S.Ct. 746, 187 L.Ed.2d 624 (2014), and Goodyear Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915, 131 S.Ct. 2846, 180 L.Ed.2d 796 (2011), support the demand for the District Court's exercise of general jurisdiction over Lockheed in Connecticut because the company's contacts with Connecticut were "continuous and systematic" enough to place it "essentially at home" in the state. Daimler, 134 S.Ct. at 761 (quoting Goodyear, 131 S.Ct. at 2851 ).

Lockheed resists. It argues primarily that, although by registering to do business it may have consented to the state's exercise of specific jurisdiction over it, the company did not consent to the exercise of general jurisdiction there. It further stresses that, even if its registration and appointment of an agent for service of process could be taken as some form of consent, the exercise of general jurisdiction over it by Connecticut state courts would offend the Fourteenth Amendment's guarantee of due process, in light of the gross disproportion between its few Connecticut contacts and its very substantial activity worldwide.

The District Court dismissed the suit against Lockheed. Looking to two Connecticut Appellate Court decisions, it ruled that, although those decisions suggest that Lockheed's registration under the Connecticut statutes might permit it to exercise general personal jurisdiction over Lockheed, the registration statute's power is bounded by federal due process principles developed in Daimler and Goodyear. In the District Court's estimation, those principles preclude the court's exercise of general jurisdiction over the company when the company's contacts with the state are so limited. See Brown, 19 F.Supp.3d at 394, 396–400.

We reach the same conclusion—that the District Court did not have general jurisdiction over Lockheed—albeit by a somewhat different route. First, applying the due process principles of Daimler and Goodyear, we comfortably conclude that Lockheed's contacts with Connecticut, while perhaps "continuous and systematic," fall well below the high level needed to place the corporation "essentially at home" in the state. Second, upon our examination of the applicable Connecticut law, we conclude that by registering to transact business and appointing an agent under the Connecticut statutes—which do not speak clearly on this point—Lockheed did not consent to the state courts' exercise of general jurisdiction over it. A more sweeping interpretation would raise constitutional concerns prudently avoided absent a clearer statement by the state legislature or the Connecticut Supreme Court.

We therefore AFFIRM the judgment of the District Court dismissing Brown's claims for want of personal jurisdiction.

BACKGROUND

The basic facts are uncontested.

From approximately 1950 through 1970, Cindy Brown's father, Walter E. Brown, served as an airplane mechanic in the United States Air Force, working at various bases in Europe and in the United States (i.e., in Alabama, Delaware, Georgia, Illinois, New Mexico, and Michigan).² His work during those years brought him into close contact with asbestos, a fibrous type of mineral once widely used in insulation products and exposure to which is now understood to be associated with serious health problems.

Walter Brown was subsequently diagnosed with malignant mesothelioma, a cancer that his daughter describes as "uniquely caused" by exposure to asbestos. Appellant's Br. at 2. Seeking recompense for his injuries, in June 2012 Mr. Brown—then a resident of Alabama—sued Lockheed and thirteen other companies in the United States District Court for the Southern District of Alabama. After the suit elicited a motion to dismiss on statute of limitations grounds, he sought to voluntarily dismiss the case. The District Court granted his request.³

Mr. Brown then turned to the Connecticut Superior Court, where in October 2012 he filed a complaint against Lockheed and other defendants on allegations that reprised those contained in his Alabama federal court complaint. In response, Lockheed (citing its status as a federal contractor in the relevant period) removed the action to the federal district court in Connecticut. See 28 U.S.C. § 1442(a). The company then moved under Federal Rule of Civil Procedure 12(b)(2) to dismiss the suit for want of personal jurisdiction.

Walter Brown died on October 14, 2012. His death certificate identifies the cause of death as mesothelioma. His daughter Cindy, the personal representative of his estate, replaced Mr. Brown as plaintiff.⁴

After the parties conducted jurisdictional discovery regarding Lockheed's contacts with Connecticut, Lockheed renewed its Rule 12(b)(2) motion, and in May 2014, the District Court dismissed the case. Applying Connecticut law, the court concluded that Lockheed was subject to the Connecticut long-arm statute by virtue of its registration to do business in the state, but that the effective reach of the statute is curbed by federal due process principles. Under those principles, the court ruled, Lockheed's contacts were not substantial enough to support the court's exercise of general jurisdiction over it.

This appeal followed.⁵

DISCUSSION

We review de novo a district court's decision to dismiss a complaint for lack of personal jurisdiction. See Chloé v. Queen Bee of Beverly Hills, LLC, 616 F.3d 158, 163 (2d Cir.2010).

In the absence of a federal statute specifically directing otherwise, and subject to limitations imposed by the United States Constitution, we look to the law of the forum state to determine whether a federal district court has personal jurisdiction over a foreign corporation. See Fed.R.Civ.P. 4(k)(1)(A) ("Serving a summons ... establishes personal jurisdiction over a defendant [ ] who is subject to the jurisdiction of a court of general jurisdiction in the state where the district court is located...."); PDK Labs v. Friedlander, 103 F.3d 1105, 1108 (2d Cir.1997) (stating federal court applies forum state's personal jurisdiction rules in federal question case "if the federal statute does not specifically provide for national service of process" (internal quotation marks omitted)); Arrowsmith v. United Press Int'l, 320 F.2d 219, 223 (2d Cir.1963) (en banc) (Friendly, J. ) ("[T]he amenability of a foreign corporation to suit in a federal court in a diversity action is determined in accordance with the law of the state where the court sits, with ‘federal law’ entering the picture only for the purpose of deciding whether a state's assertion of jurisdiction contravenes a constitutional guarantee.").

As reflected above, a court may exercise two types of personal jurisdiction over a corporate defendant properly served with process. These are specific (also called "case-linked") jurisdiction and general (or "all-purpose") jurisdict...