State and federal courts in Pennsylvania are grappling with whether an out-of-state corporation’s registration to do business in Pennsylvania amounts to consent to general personal jurisdiction, with the Third Circuit and the Pennsylvania Supreme Court yet to consider the matter and the Pennsylvania Superior Court set to address the matter en banc later this year.
In 1991, the Third Circuit held in Bane v. Netlink, Inc. [1] that registration amounted to consent to general personal jurisdiction, but the U.S. Supreme Court has in the last decade made clear that general jurisdiction is more limited than some courts had understood. In Daimler AG v. Bauman, [2] the Supreme Court held that a corporation may be subject to general personal jurisdiction only where it is incorporated or where its contacts are so extensive that it is essentially “at home” there.
Some courts outside of Pennsylvania have read Daimler and similar, recent cases from the Supreme Court to undercut the idea that mere registration to do business amounts to consent to general jurisdiction. For example, the Delaware Supreme Court held in 2016 that, after Daimler, it could no longer follow its existing authority that held that registration to do business equals consent to personal jurisdiction. [3]
However, courts in Pennsylvania have not followed that approach. In Bors v. Johnson & Johnson, a federal judge in Philadelphia concluded that the Pennsylvania long-arm statute is different than those of other states because it indicates that
[t]he existence of any of the following relationships between a person and this Commonwealth shall constitute a sufficient basis of jurisdiction to enable the tribunals of this Commonwealth to exercise general personal jurisdiction over such person: … (2) Corporations (i) Incorporation under or qualification as a foreign corporation under the laws of this Commonwealth … [4]
That language prompted the Third Circuit in Bane to conclude that Pennsylvania had given notice to registrants that they would be subject to general personal jurisdiction, and the district judge in Bors decided that the U.S. Supreme Court’s recent decisions did not undercut Bane’s holding from 1991 on that point. Simply stated, the judge in Bors concluded that Daimler did not do away with the idea of consent to personal jurisdiction and that corporations registering to do business in Pennsylvania were on notice from the long-arm statute that, by registering...
