Seeking to Allege General Jurisdiction in New York? Corporate Registration is Not Enough
In Kyowa Seni, Co., Ltd. v. ANA Aircraft Technics, Co., Ltd., Docket No. 650589/2017, 2018 WL 3321410 (N.Y. Sup. Ct. July 5, 2018), Justice Saliann Scarpulla of the New York County Commercial Division joined in a long line of New York federal cases that have vitiated the registration theory of jurisdiction.
Traditionally, registering to do business in New York was sufficient to subject a corporate defendant to general personal jurisdiction in the state. See Bagdon v. Philadelphia & Reading Coal & Iron Co., 111 N.E. 1075, 1077 (N.Y. 1916). Then, in Daimler AG v. Bauman, 571 U.S. 117 (2014), the United States Supreme Court held that the exercise of general jurisdiction was only appropriate where a corporate defendant is incorporated or has its principal place of business, or in an “exceptional case,” where the corporation’s ties are so constant and pervasive “as to render [it] essentially at home in the forum state.” Id. at 122. Although Daimler did not specifically address the registration theory of general jurisdiction, an overwhelming number of lower courts, including the Southern District of New York, have subsequently found that registering to do business in a forum is insufficient for general jurisdiction.
In Kyowa Seni, the plaintiff attempted to subject foreign defendants to general jurisdiction in New York by arguing, inter alia, that the corporate defendants’ registration with the Secretary of State of New York subjected them to jurisdiction in New York. In granting the defendants’ motion to dismiss for lack of jurisdiction, Justice Scarpulla held that mere corporate registration does not confer general jurisdiction, further recognizing that this position was consistent with that of the Southern District in a notable line of cases interpreting Daimler. See Famular v. Whirlpool Corp., Case No. 16-cv-944, 2017 WL 2470844, at *4 (S.D.N.Y. June 6, 2017) (“despite the uncertain status of the law in this area, a foreign defendant is not subject to the general personal jurisdiction of the forum state merely by registering to do business with the state, whether that be through a theory of consent by registration or otherwise”); Sae Han Sheet Co., Ltd. v. Eastman Chemical Corp., 17-cv-2734, 2017 WL 4769394, at *6 (“[i]n light of Daimler …, the more recent authority in this district has held that corporations do not consent to general jurisdiction when they register under the various New York registration statutes.”); Taormina v. Thrifty Car Rental, No. 16-cv-3255 (VEC), 2016 WL 7392214 (S.D.N.Y. Dec. 21, 2016).
To date, no New York State appellate court has ruled on this issue. At the federal level, the Second Circuit provided some guidance regarding the registration theory of general jurisdiction in Brown v. Lockheed Martin Corp., 814 F.3d 619 (2d Cir. 2016), where it declined to “construe [Connecticut’s] registration and agent-appointment statutes as embodying actual consent by every registered corporation to the state’s exercise of general jurisdiction over it.” Id. at 626. Nonetheless, with the addition of the Justice Scarpulla’s decision in Kyowa Seni, it is increasingly evident that post-Daimler courts, including the New York County Commercial Division, are less willing to subject corporate defendants to general jurisdiction based solely on their registration to do business in New York.