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Register as a Foreign Corporation = Consent to Jurisdiction (PA)

September 29, 2016

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In <a href="http://blog.wcmlaw.com/wp-content/uploads/2016/09/Bors-v.-Johnson-Johnson.pdf">Bors v. Johnson &amp; Johnson</a>, U.S. District Court denied the defendant’s motion for dismissal and concluded that despite the U.S. Supreme Court’s ruling in <em><u>Daimler AG v. Bauman</u></em>, Pennsylvania had personal jurisdiction over the defendants who had consented to jurisdiction by registering in the State.
In <u>Bors</u>, the plaintiff, as administrator of the estate of Maureen Milliken, brought suit against Johnson &amp; Johnson and Imerys Talc American for various product and negligence claims.  The plaintiff alleged that the defendants’ products lead to Ms. Milliken’s ovarian cancer and death.  Ms. Milliken was a Philadelphia resident at the time of her death and during her prior usage of the defendants’ products.  However, Imerys’ only connection to Pennsylvania was its decision in 2007 to register to do business as a foreign corporation in Pennsylvania.  Imerys has no offices, conducts no business, sells none of its products, nor manufactures any of its products in Pennsylvania.  Accordingly, relying on the U.S. Supreme Court’s reasoning in <em><u>Daimler</u></em>, Imerys argued that its registration was not enough to submit it to personal jurisdiction.  In <em>Daimler</em>, the court limited general personal jurisdiction over a foreign corporation to where the corporation was essentially at home.
Unfortunately for Imerys, the <em><u>Daimler</u> </em>court did not address consent to general personal jurisdiction, and Pennsylvania’s rules on personal jurisdiction are pretty unambiguous.  Personal jurisdiction can be established in Pennsylvania if there has been consent to general jurisdiction, general jurisdiction, or specific jurisdiction.  Imerys must have missed the fine print attached to its application to register as a foreign corporation which essentially states that by registering as a foreign company, the company consents to general jurisdiction.  Moral of the story, read before signing or it may cost you.
Thanks to Marcus Washington for his contribution.
For more information, contact Denise Fontana Ricci at <a href="mailto:dricci@wcmlaw.com">dricci@wcmlaw.com</a>.
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