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Court Rules Registration To Transact Intrastate Business Does Not Establish General Jurisdiction

A foreign corporation registering with the California Secretary of State to transact intrastate business must, among other things, designate an agent for service of process in California. Does this amenability to service confer personal jurisdiction?     

In Wagner v. Terumo Medical Corp., Case No. 18cv1007-MMA (MSB) (Nov. 20, 2018)the defendant was a Delaware corporation headquartered in New Jersey.  After being sued in the U.S. District Court for the Southern District of California for strict products liability and negligence, the defendant moved to dismiss based on a lack of personal jurisdiction.  The plaintiff opposed, arguing that the court had general jurisdiction because the defendant had registered as foreign corporation pursuant to Corporations Code Section 2100.  U.S. District Court Judge Michael M. Anello ruled that while registration was "relevant", the Ninth Circuit Court of Appeals has made clear that "California does not require corporations to consent to general personal jurisdiction in that state when they designate an agent for service of process or register to do business." (citing AM Trust v. UBS AG, 681 F. App'x. 587, 588-89 (9th Cir. 2017)).

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About this Author

Keith Paul Bishop, Corporate Transactions Lawyer, finance securities attorney, Allen Matkins Law Firm

Keith Paul Bishop is a partner in Allen Matkins' Corporate and Securities practice group, and works out of the Orange County office. He represents clients in a wide range of corporate transactions, including public and private securities offerings of debt and equity, mergers and acquisitions, proxy contests and tender offers, corporate governance matters and federal and state securities laws (including the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Act), investment adviser, financial services regulation, and California administrative law. He regularly advises clients...