Perez et al v. Air & Liquid System Corporation et al

Filing 77

ORDER: The Motions to Dismiss Count III filed by Defendants Air & Liquid Systems, Warren Pumps, and John Crane (Docs. 29, 30, 38) are DENIED. The Motion to Dismiss for Lack of Personal Jurisdiction filed by Defendant General Electric Company (Doc. 11) is GRANTED. GE's Motion to Strike (Doc. 55) is DENIED as moot. Signed by Judge Nancy J. Rosenstengel on 12/2/2016. (mlp)

IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF ILLINOIS
SYLVIA PEREZ, Individually and as
Special Administrator of the Estate of
Armando Perez,
Plaintiffs,

)
)
)
)
)
vs.
)
)
AIR AND LIQUID SYSTEMS
)
CORPORATION, Individually and as
)
Successor to BUFFALO PUMPS, INC., et )
al.,
)
Defendants.
)

Case No. 3:16-CV-00842-NJR-DGW

MEMORANDUM AND ORDER
ROSENSTENGEL, District Judge:
This matter comes before the Court on several motions to dismiss. On August 1,
2016, Defendant General Electric Company (“GE”) filed a motion to dismiss for lack of
personal jurisdiction (Doc. 11). On August 5, 2016, Defendants Air & Liquid Systems
and Warren Pumps filed nearly identical motions to dismiss for failure to state a claim
(Docs. 29, 30). Defendant John Crane joined in the motion filed by Air & Liquid Systems
on August 22, 2016 (Doc. 38). The motions are fully briefed and ripe for review.
BACKGROUND
Plaintiff Sylvia Perez, Special Administrator of the Estate of Decedent Armando
Perez, brought this action against numerous defendants for injuries her husband
allegedly sustained from asbestos exposure while serving in the United States Navy
from approximately 1944 to 1946 (Doc. 1-1, p. 5). The decedent trained in San Diego,
California, and was stationed in Honolulu, Hawaii (Id.). He primarily served aboard the
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USS Maryland but also worked at various ports when the USS Maryland was being
repaired (Id.). Perez claims that the decedent was exposed to asbestos fibers from
various products he worked with that were sold by Defendants during his time in the
Navy (Id.). On May 4, 2015, the decedent was diagnosed with mesothelioma, which
ultimately led to his death (Id., p. 7-8).
On June 1, 2016, Perez filed a complaint in the Circuit Court of Madison County,
Illinois, alleging negligence as to manufacturers of asbestos products (Count I), willful
and wanton misconduct (Count II), and loss of consortium (Count III). On July 25, 2016,
Defendant Crane Co. removed the case to this Court on the basis of federal officer
jurisdiction under 28 U.S.C. § 1442. The Court recently found that federal subject matter
jurisdiction is proper and denied Plaintiff’s motion to remand the case back to state
court (see Doc. 76).
ANALYSIS
I.

Motions to Dismiss Count III
The Court first reviews the motions to dismiss Count III, Perez’s loss of

consortium claim, filed by Defendants Air & Liquid Systems, Warren Pumps, and John
Crane (Docs. 29, 30, 38). Defendants claim that Count III should be dismissed because a
claim under the Illinois Wrongful Death Act renders a separate claim for loss of
consortium superfluous. They assert that Illinois courts consistently and explicitly state
that a widow “is precluded from bringing her loss of consortium count as an additional
remedy when she also filed a count arising from the Wrongful Death Act.” See Kubian v.
Alexian Bros. Medical Ctr., 272 Ill. App. 3d 246, 255 (2d Dist. 1995) (citing Knierim v. Izzo,
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174 N.E.2d 157 (Ill. 1961)). As a result, they argue, Count III for loss of consortium
should be dismissed.
In response, Perez asserts that she brought claims under both the Survival Act
and the Wrongful Death Act. Under the Wrongful Death Act, she can recover for
pecuniary losses from her husband’s death, arising after his death, including loss of
consortium. Under the Survival Act, she can recover for the pain and mental suffering
and expenses her deceased husband sustained between the time of his injury and death.
She argues that her claim for loss of consortium is derivative of her Survival Act claim;
that is, she seeks damages for injuries to the marital relationship that occurred between
the time her husband was injured and his death. Perez notes that while she did not
expressly invoke the Survival Act in her Complaint, her allegations are sufficient to
state a claim under both the Wrongful Death Act and the Survival Act.
A motion to dismiss under Federal Rule of Civil Procedure 12(b)(6) is meant to
“test the sufficiency of the complaint, not to decide the merits” of the case. Gibson v. City
of Chi., 910 F.2d 1510, 1520 (7th Cir. 1990) (citation omitted). Dismissal of an action
under this motion is warranted if the plaintiff can prove no set of facts in support of its
claims that would entitle it to relief. Gen. Elec. Capital Corp. v. Lease Resolution Corp., 128
F.3d 1074, 1080 (7th Cir. 1997). In evaluating a motion to dismiss, the Court must accept
all well-pleaded allegations in the complaint as true and draw all reasonable inferences
in the plaintiff’s favor. Cole v. Milwaukee Area Tech. Coll. Dist., 634 F.3d 901, 903 (7th Cir.
2011); Thompson v. Ill. Dep’t. of Prof’l Regulation, 300 F.3d 750, 753 (7th Cir. 2002).

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Under the Wrongful Death Act, a personal representative of the decedent may
bring an action for his or her own losses resulting from the decedent’s death, “arising
after his death, i.e., for his lost wages and other such monetary losses.” Eisenmann v.
Cantor Bros., 567 F. Supp. 1347, 1350 (N.D. Ill. 1983) (citing Murphy v. Martin Oil Co., 308
N.E.2d 583 (Ill. 1974)). “The purpose of the Wrongful Death Act is to compensate the
surviving spouse and next of kin for the pecuniary losses sustained due to the
decedent’s death.” Elliott v. Willis, 442 N.E.2d 163, 168 (Ill. 1982). “Loss of consortium is
one of the pecuniary injuries compensable in a wrongful death action . . . and, therefore,
the common law action for loss of consortium is not available as an additional remedy
to the surviving spouse.” Dunleavy v. Keene Corp., No. 86-C-2759, 1987 WL 4403, at *1
(N.D. Ill. Feb. 11, 1987).
The facts of Dunleavy v. Keene Corp. are strikingly similar to those presented here.
The plaintiff in that case brought an action against numerous defendants alleging
personal injury, wrongful death, and loss of consortium as a result of her husband’s
exposure to the defendants’ asbestos products. Id. The defendants moved to dismiss the
loss of consortium claim because it was superfluous to recovery sought under the
Wrongful Death Act. Id. The district court agreed that, to the extent the plaintiff sought
loss of consortium damages arising after her husband’s death, she did not state a claim.
Id. In addition to the wrongful death claim, however, the plaintiff, as administrator of
her husband’s estate, also brought claims arising under the Survival Act for injuries
sustained during the interval between the decedent’s injury and his death. The court
held that “[t]o the extent that the loss of consortium count seeks damages for injury to
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the marriage during the interval between the decedent’s injury and his death, it is
derivative of the surviving personal injury claims and is not part of the wrongful death
claim.” Id. Thus, the court denied the defendants’ motion to dismiss the plaintiff’s loss
of consortium claim. Id.
As in Dunleavy, Perez has brought a claim under the Illinois Survival Act for
personal injuries her husband suffered prior to his death. The Complaint alleges that
the decedent experienced great physical pain and mental anguish as a result of the
inhalation, ingestion, and absorption of asbestos fibers (Doc. 1-1, p. 8). Perez also alleges
her husband was compelled to expend and become liable for large sums of monies for
hospital, medical, and other health care services necessary for the treatment of his
asbestos-induced disease and to alleviate the pain, suffering, mental anguish, and
physical disability caused by his injury. See Eisenmann v. Cantor Bros., 567 F. Supp. 1347,
1351 (N.D. Ill. 1983) (the Survival Act allows recovery for such injuries as conscious
pain and mental suffering, expenses, and lost wages the decedent sustained during the
interval between his injury and his death). Thus, the Complaint may be construed as
bringing a claim under the Survival Act.
To the extent that Perez’s loss of consortium claim seeks damages for injury to
the marriage sustained after her husband’s injury but before his death, “it is derivative
of the surviving personal injury claims and is not part of the wrongful death claim.”
Dunleavy, 1987 WL 4403, at *1. Any recovery under the Wrongful Death Act for injuries
to the marriage sustained after her husband’s death would not compensate for injuries
sustained before his death. Thus, Perez may bring her claim for loss of consortium for
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any injury to the marriage suffered between the time of her husband’s injury and his
death. Accordingly, Defendants’ motions to dismiss Count III are denied.
II.

GE’s Motion to Dismiss for Lack of Personal Jurisdiction
The Court next reviews GE’s Motion to Dismiss for Lack of Personal Jurisdiction

(Doc. 11). GE argues that because it is a New York corporation with its principal place
of business in Massachusetts,1 Perez cannot establish general personal jurisdiction.
Furthermore, because Perez has not alleged any injuries that directly arise out of or
relate to GE’s activity in Illinois, there can be no specific personal jurisdiction. Thus, GE
is entitled to be dismissed for lack of personal jurisdiction. In response, Perez asserts
that GE consented to jurisdiction by registering to do business in Illinois and appointing
an agent for service of process (Doc. 46, p. 1). Furthermore, GE is subject to both general
and specific jurisdiction (Id.). To her response, Perez attached an affidavit from her
attorney and six exhibits (Doc. 46-1). GE moved to strike that affidavit and three of the
exhibits (Doc. 55). GE also filed a reply in support of its motion to dismiss (Doc. 56).
Once a defendant moves to dismiss based on the lack of personal jurisdiction, the
burden falls on the plaintiff to demonstrate that jurisdiction exists. Kipp v. Ski Enter.
Corp. of Wis., 783 F.3d 695, 697 (7th Cir. 2015). When a court determines personal
jurisdiction based on written submissions without holding an evidentiary hearing, the
plaintiff must establish a prima facie case of personal jurisdiction to survive dismissal.
Id.; Hyatt Int’l Corp. v. Coco, 302 F.3d 707, 713 (7th Cir. 2002); see also Snap-On Inc. v.
Robert Bosch, LLC, No. 09 C 6914, 2013 WL 5423844, at *4 (N.D. Ill. Sept. 26, 2013). In
GE’s principal place of business moved from Connecticut to Massachusetts on September 1, 2016
(Doc. 56-1).
1

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deciding whether the plaintiff has met the prima facie standard, a court is not limited to
the pleadings and may consider affidavits and other outside materials. Purdue Research
Found. v. Sanofi-Synthelabo, S.A., 338 F.3d 773, 782 (7th Cir. 2003); Leibovitch v. Islamic
Republic of Iran, No. 08 C 1939, 2016 WL 2977273, at *4 (N.D. Ill. May 19, 2016). The
plaintiff “is entitled to the resolution in its favor of all disputes concerning relevant facts
presented in the record.” Id. (quoting Nelson v. Park Indus., Inc., 717 F.2d 1120, 1123 (7th
Cir. 1983)).
Personal jurisdiction is proper where it comports with both state law and federal
constitutional principles of due process. See uBID, Inc. v. GoDaddy Group, Inc., 623 F.3d
421, 425 (7th Cir. 2010). The Illinois long-arm statute provides that an Illinois court may
exercise jurisdiction on any basis “now or hereafter permitted by the Illinois
Constitution and the Constitution of the United States.” 735 ILCS 5/2-209(c). The
Seventh Circuit Court of Appeals has suggested that there is no operative difference
between Illinois and federal due process limits on the exercise of personal jurisdiction.
See Hyatt Int’l Corp. v. Coco, 302 F.3d 707, 715 (7th Cir. 2002) (citing RAR, Inc. v. Turner
Diesel, Ltd., 107 F.3d 1272, 1276 (7th Cir. 1997)); see also Rollins v. Ellwood, 565 N.E.2d
1302, 1316 (Ill. 1990) (construing the due process guarantee in the Illinois Constitution to
mean that “[j]urisdiction is to be asserted only when it is fair, just, and reasonable to
require a nonresident defendant to defend an action in Illinois, considering the quality
and nature of the defendant’s acts which occur in Illinois or which affect interests
located in Illinois”). Thus, the exercise of personal jurisdiction must comport with the
due process guarantees of the Fourteenth Amendment. Id.
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Personal jurisdiction is proper if the defendant has sufficient minimum contacts
with the forum state such that the defendant could “reasonably anticipate being haled
into court there,” and the maintenance of the suit “does not offend traditional notions of
fair play and substantial justice.” Kipp, 783 F.3d at 697 (citing Int’l Shoe Co. v.
Washington, 326 U.S. 310, 316 (1945)). “Courts recognize two types of personal
jurisdiction: general and specific.” Id. (citing Daimler AG v. Bauman, 134 S.Ct. 746, 751
(2014)).
General jurisdiction, or “all-purpose” jurisdiction, allows a court to hear any and
all claims against foreign (sister-state or foreign-country) corporations when their
“affiliations with the State [in which suit is brought] are so ‘continuous and systematic’
as to render them essentially at home in the forum State.” Daimler, 134 S.Ct. at 754
(quoting Goodyear Dunlop Tires Operations, S.A. v. Brown, 131 S.Ct. 2846, 2851 (2011)).
Determining whether a corporation is “at home” in a particular state “calls for an
appraisal of a corporation’s activities in their entirety, nationwide and worldwide”
because “[a] corporation that operates in many places can scarcely be deemed at home
in all of them.” Id. at 762 n. 20. Indeed, the Supreme Court has identified only two
places where a corporation is “at home”: the state of the corporation’s principal place of
business and the state of its incorporation. Kipp, 783 F.3d at 698 (citing Daimler, 134 S.Ct.
at 760). A “substantial, continuous, and systematic course of business” is no longer
sufficient “to support the demand that the corporation be amenable to suits unrelated to
that activity.’” Id.; Daimler, 134 S.Ct. at 757 (quoting Int’l Shoe Co., 326 U.S. at 318).
“Specific” or “case-linked” jurisdiction requires an affiliation between the forum
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and the underlying controversy—i.e., “an activity or an occurrence that takes place in
the forum State and is therefore subject to the State’s regulation.” Goodyear, 131 S.Ct. at
2851. Specific jurisdiction arises where an out-of-state “defendant has ‘purposefully
directed’ his activities at residents of the forum, Keeton v. Hustler Magazine, Inc., 465 U.S.
770, 774 (1984), and the litigation results from alleged injuries that ‘arise out of or relate
to those activities’ Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408, 414
(1984).” Burger King Corp. v. Rudzewicz, 471 U.S. 462, 472–73 (1985). “The inquiry
whether a forum State may assert specific jurisdiction over a nonresident defendant
focuses on the relationship among the defendant, the forum, and the litigation.” Walden
v. Fiore, 134 S. Ct. 1115, 1121 (2014) (quotation omitted).
A.

General Jurisdiction

GE claims this Court cannot assert general personal jurisdiction over it because it
is incorporated in New York, its principal place of business is in Massachusetts, and
there are no facts to support a determination that GE is “at home” in Illinois. In
response, Perez argues that GE has conducted business in Illinois since 1897, employs
more than 4,300 employees in Illinois, and has leased more than 500,000 square feet of
property in the state. Perez also claims that GE has litigated nearly 300 cases in federal
court over the past 10 years, and apparently GE has not moved to dismiss for lack of
personal jurisdiction in any of those cases. In reply, GE establishes that it is a global
corporation that does business in 180 countries, employs approximately 333,000 people
worldwide (125,000 in the United States), has 206 manufacturing plants located in 40
states (and hundreds more in 39 other countries), and has revenues of $52.3 billion in
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the United States and $64.1 billion abroad. While GE admits it does business in Illinois,
when compared with its worldwide presence, its modest Illinois activities do not make
it “at home” in the state.
The Court agrees that it cannot exercise general personal jurisdiction over GE.
GE is not incorporated in Illinois, nor is its principal place of business in Illinois. While
GE does business in Illinois and employs people in the state, the Court must view that
activity in the larger context of GE’s business in its entirety. See Daimler, 134 S.Ct. at 762,
n.20 (a court must appraise a corporation’s activities “in their entirety, nationwide and
worldwide” because “[a] corporation that operates in many places can scarcely be
deemed at home in all of them”). Given the scope of GE’s global presence, as well as its
activity in other states, GE can “scarcely be deemed at home” in Illinois. See id. at 761
(finding the suggestion that general jurisdiction may be exercised in every state in
which a corporation engages in a substantial, continuous, and systematic course of
business “unacceptably grasping”).
Furthermore, while GE may have been named as a party in hundreds of federal
court cases over the past 10 years, it is worth noting that Daimler, which “raised the bar”
on the requirements for general jurisdiction,2 was decided less than three years ago, and
GE has moved to dismiss for lack of personal jurisdiction in at least two cases in this
district court alone since that opinion was issued. See Rozumek v. Air and Liquid Systems,
Inc., No 15-CV-441-SMY (S.D. Ill. July 1, 2015); Begin v. Air and Liquid Systems, Inc., No
15-CV-830-SMY (S.D. Ill. Jan. 19, 2016). In both of those cases, GE’s motion was granted.
In Kipp, 783 F.3d at 698, the Seventh Circuit discussed the Supreme Court’s “clarification” of general
jurisdiction in recent years and its emphasis that general jurisdiction “should not lightly be found.”
2

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See id. The Court refuses to comment on the basis for jurisdiction in any other federal
case involving GE when the facts of those cases are not before the Court.
Although GE has a presence in Illinois, the Court cannot say GE is “at home” in
the state given its status as a global corporation. Thus, pursuant to the standard set
forth by the Supreme Court in Goodyear and Daimler, this Court lacks general personal
jurisdiction over GE.
B.

Specific Jurisdiction

GE also claims there is no basis for specific jurisdiction over it in this case
because Perez has not alleged any injuries that directly arise out of or relate to GE’s
activity in Illinois. GE points to Perez’s allegations that the decedent was exposed to
asbestos while serving in the Navy in California and Hawaii.
In response, Perez cites a case from California state court where the court found
that specific jurisdiction existed since the resident and nonresident plaintiffs’ claims
were based on the same defective product (Plavix) and misleading marketing and
promotion, which caused injuries in and outside the state. See Bristol-Myers Squibb Co. v.
Superior Court, 377 P.3d 874 (Cal. 2016). Applying that rule in this case, Perez argues,
specific jurisdiction exists because “Illinois residents’ claims and nonresident plaintiffs’
claims, including Plaintiff’s claims here, are based on the same defective asbestoscontaining products, which caused injuries both in and out of Illinois.”
What Perez fails to acknowledge is that the Plavix case was a multi-plaintiff case
with 83 California plaintiffs and several hundred non-California plaintiffs. The court
recognized that specific jurisdiction existed over the California plaintiffs considering
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that those Plaintiffs were injured by misleading marketing and promotion of the drug in
California and by ingesting the drug in California, i.e., the litigation arose from the
defendant’s activity in the state. Id. at 888. As for the nonresident plaintiffs, the court
found the nonresident plaintiffs’ claims bore a substantial connection to the defendant’s
contacts in California because the defendant had allegedly engaged in a nationwide
course of distribution that included the same misleading marketing and promotion as
was found in California. Id. Thus, the court found the nonresident plaintiffs’ claims bore
a substantial connection to the defendant’s contacts in California. Id.
Perez’s analogy to this non-binding, factually distinct case simply fails. This is
not a multi-plaintiff case where some plaintiffs were injured in Illinois and others were
not. Perez alleges that the decedent was exposed to asbestos in California and Hawaii
while serving in the Navy during World War II. Perez has not alleged that the
decedent’s injuries arose out of or relate in any way to GE’s activities in Illinois. Thus,
there is no basis for specific jurisdiction.
C.

“Consent” Jurisdiction

Perez further argues that GE consented to jurisdiction in Illinois when it
registered to do business in Illinois and designated an agent for service of process,
pursuant to Illinois law. Perez contends that consent by registration is an independent
basis for jurisdiction that does not require a minimum contacts analysis.
The Seventh Circuit Court of Appeals has yet to determine whether registering to
do business and maintaining an agent for service of process, as all 50 states require in

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order to do business in the forum,3 constitutes “consent” to jurisdiction such that a
minimum contacts analysis need not be performed. Without delving into the issue of
consent, however, the Seventh Circuit has held that registering to do business, as a
“necessary precursor to engaging in business activities in the forum state . . . cannot
satisfy—standing alone—the demands of due process.” Wilson v. Humphreys (Cayman)
Ltd., 916 F.2d 1239, 1245 (7th Cir. 1990). In Wilson, the plaintiffs argued that Indiana’s
registration act was sufficient to support general jurisdiction. Id. The Court of Appeals
stated that “[s]uch an interpretation of the Indiana registration statute would render it
constitutionally suspect and, accordingly, we decline to give it such a reading.” Id.
Indeed, many district courts in this Circuit have held that registering to do
business or maintaining a registered agent is not enough to confer general jurisdiction
over a foreign corporation. See Leibovitch v. Islamic Republic of Iran, No. 08 C 1939,
2016 WL 2977273, at *7-9 (N.D. Ill. May 19, 2016) (rejecting argument that general
jurisdiction exists because the Illinois registration statute requires foreign corporations
to appoint a registered agent for service of process); Dimitrov v. Nissan N. Am., Inc., No.
15 C 06332, 2015 WL 9304490, at *4–5 (N.D. Ill. Dec. 22, 2015) (applying Daimler and
holding that the court did not have general jurisdiction over foreign corporation simply
because it was registered to do business in Illinois and conducted a small portion of its
operations there); U.S. Bank Nat’l Ass’n v. Bank of Am., N.A., No. 1:14–CV–01492–TWP,
2015 WL 5971126, at *6 (S.D. Ind. Oct. 14, 2015) (holding that “[m]erely registering to do
business in Indiana . . . and also appointing an agent for purposes of service of process,
See Kevin D. Benish, Pennoyer’s Ghost: Consent, Registration Statutes, and General Jurisdiction After Daimler
Ag v. Bauman, 90 N.Y.U. L. Rev. 1609 (2015).
3

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does not establish personal jurisdiction over a corporation”); Shrum v. Big Lots Stores,
Inc., No. 3:14-cv-03135-CSB-DGB, 2014 WL 6888446, at *2, *7 (C.D. Ill. Dec. 8, 2014)
(“[Defendant’s] maintenance of an agent for the service of process does not rise to the
level of ‘continuous and systematic’ contacts needed for the court to exercise general
jurisdiction.”); Sullivan v. Sony Music Entm’t, No. 14CV731, 2014 WL 5473142, at *3 (N.D.
Ill. Oct. 29, 2014) (implying that registration to do business and appointment of an agent
are insufficient for general jurisdiction without discussing a consent-by-registration
theory); ACUITY v. Roadtec, Inc., No. 13-CV-6529, 2013 WL 6632631, at *5 (N.D. Ill. Dec.
16, 2013) (“Although such a registration indicates that [the defendant] seeks the benefits
and protections of Illinois’ laws, an Illinois license or registration does not automatically
confer general personal jurisdiction.”). Illinois courts have similarly held that nothing in
the Illinois Code of Civil Procedure “supports asserting in personam jurisdiction over a
corporate defendant simply because the plaintiff served summons upon the defendant’s
Illinois registered agent.” Alderson v. Southern Co., 321 Ill.App.3d 832, 853 (2001).
Were Perez merely arguing that registering to do business in Illinois confers
general jurisdiction, the analysis would end here, as the Seventh Circuit has plainly
held that registration alone is not enough to satisfy due process. Instead, however, she
argues that consent jurisdiction is an independent basis for jurisdiction that does not
require a due process analysis. To support her argument, Perez principally relies on
pre-Daimler case law, including Consumer Program Administrators, Inc. v. K.B. Parrish &
Co., L.L.P., where the Northern District of Illinois relied on the Seventh Circuit’s opinion
in Employers Ins. of Wausau v. Banco De Seguros Del Estado. Consumer Program
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Administrators, Inc. v. K.B. Parrish & Co., L.L.P., No. 09 C 3731, 2009 WL 4788681, at *3
(N.D. Ill. Dec. 9, 2009). In Wausau, the Seventh Circuit held that “by agreeing to
designate an agent for service of process” a foreign company “can waive th[e]
requirement of minimum contacts” and, therefore, the right to dispute personal
jurisdiction. Employers Ins. of Wausau v. Banco De Seguros Del Estado, 199 F.3d 937, 943
(7th Cir. 1999).
In Wausau, the Seventh Circuit found waiver within the context of a contract
between the parties that included a “Service of Suit” clause. Wausau, 199 F.3d at 943.
Thus, “the defendant in Wausau had contractually waived its right to object to the
exercise of personal jurisdiction.” R.R. Donnelley & Sons Co. v. Jet Messenger Servs., Inc.,
No. 03 C 7823, 2004 WL 1375402, at *4 (N.D. Ill. May 25, 2004); see also RAR, Inc. v.
Turner Diesel, Ltd., 107 F.3d 1272, 1280 (7th Cir. 1997) (“personal jurisdiction is waivable
and . . . parties can, through forum selection clauses and the like, easily contract around
any rule we promulgate”). The Seventh Circuit has cautioned that “[i]n the absence of
such contractual arrangements, however, due process requires that potential defendants
have some measure of control and warning regarding where they may be haled to court
. . . .” RAR, Inc., 107 F.3d at 1280. Because there was no contract between GE and the
decedent whereby GE waived its right to object to the exercise of personal jurisdiction,
Perez’s reliance on these cases is misplaced.
Perez also cites to the Eighth Circuit’s opinion in Knowlton v. Allied Van Lines,
Inc., 900 F.2d 1196, 1199 (8th Cir. 1990), another pre-Daimler case where the court found
that the defendant consented to jurisdiction by registering an agent for service of
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process. In Knowlton, the Eighth Circuit analyzed a Minnesota registration statute,
which simply stated that “[a] foreign corporation shall be subject to service of
process . . . [b]y service on its registered agent . . . .” Id. The court found it significant
that there were “no words of limitation to indicate that this type of service is limited to
claims arising out of activities within the state.” Id. The court concluded that the
“appointment of an agent for service of process under § 303.10 gives consent to the
jurisdiction of Minnesota courts for any cause of action, whether or not arising out of
activities within the state.” Id. at 1200. “Such consent is a valid basis of personal
jurisdiction, and resort to minimum-contacts or due-process analysis to justify the
jurisdiction is unnecessary.” Id.
In response, GE cites to cases that have analyzed the issue post-Daimler,
including Keeley v. Pfizer, Inc., No. 4:15CV00583 ERW, 2015 WL 3999488, at *4 (E.D. Mo.
July 1, 2015). In Keeley, a Missouri district court distinguished the Missouri registration
statute from the Minnesota statue at issue in Knowlton and also discussed Daimler’s
holding that merely doing business in a state is not enough to establish general
jurisdiction. Id. The court ultimately concluded that “[a] defendant’s consent to
jurisdiction must satisfy the standards of due process and finding a defendant consents
to jurisdiction by registering to do business in a state or maintaining a registered agent
does not.” Id.
GE also points to a recent opinion from the Supreme Court of Delaware, Genuine
Parts Co. v. Cepec, 137 A.3d 123 (Del. 2016), which held that, after Daimler, Delaware’s
registration statutes “must be read as a requirement that a foreign corporation must
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appoint a registered agent to accept service of process, but not as a broad consent to
personal jurisdiction in any cause of action, however unrelated to the foreign
corporation’s activities in Delaware.” Id. at 127. In that case, defendant Genuine Parts
was a Georgia corporation with its principal place of business in Atlanta. The plaintiff
alleged that he was exposed to asbestos for the three years that he worked for Genuine
Parts in Jacksonville, Florida. Id. at 128. Genuine Parts moved to dismiss the claims
against it for lack of general and specific personal jurisdiction. Id. In response, the
plaintiff argued that Genuine Parts had consented to Delaware’s general jurisdiction by
registering to do business in the state and appointing an in-state agent for service of
process.
The court analyzed the parties’ arguments in light of Goodyear and Daimler, in
which the U.S. Supreme Court “made clear that it is inconsistent with principles of due
process for a corporation to be subject to general jurisdiction in every place it does
business.” Id. at 137. The court also reviewed the relevant Delaware registration
statutes, noting that nothing in the statutes explicitly provides that registering to do
business and appointing a registered agent waives any objection to personal jurisdiction
for causes of action not related to the corporation’s conduct in Delaware. Id. at 142.
Rather, in light of Daimler, the court found that Delaware’s registration statutes can be
given a sensible reading by construing them as requiring foreign corporations to allow
service of process to be made upon them in proper cases, but not as consent to general
jurisdiction. Id.
The Second Circuit has also analyzed this issue post-Daimler with regard to
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Connecticut’s registration statutes. In Brown v. Lockheed Martin Corp., 814 F.3d 619 (2d
Cir. 2016), the plaintiff sought damages for injuries suffered by her father as a result of
asbestos exposure sustained while working as an Air Force mechanic in locations
around the United States, but not in Connecticut. Id. at 622. Lockheed, a global
aerospace company, is both incorporated and maintains its principal place of business
in Maryland. Id. It is registered to do business in Connecticut and has a registered agent
for service, in compliance with Connecticut law. Id. Between 2008 and 2012, it leased
space in four locations in Connecticut, and employed between approximately 30 and 70
workers in the state.4 Id. The plaintiff argued that Lockheed consented to general
jurisdiction when it registered to do business in the state and appointed an agent to
receive service of process. Id. In response, Lockheed argued that, although it may have
consented to the exercise of specific jurisdiction by registering to do business, it did not
consent to the exercise of general jurisdiction. Id. at 622. Further, even if consent could be
found, the exercise of general jurisdiction over it would offend due process, given its
relatively few Connecticut contacts. Id. at 623.
The Second Circuit agreed with Lockheed. It analyzed Connecticut’s long-arm
statute, which includes a section on “Service of process on foreign corporations” and
states, in relevant part: “The registered agent of a foreign corporation authorized to
transact business in this state is the corporation’s agent for service of process, notice or
demand required or permitted by law to be served on the foreign corporation.” Id.
(citing Conn. Gen. Stat. § 33–929(a) (emphasis added)). The court noted that “[t]he
The court held this was not enough to find that Lockheed was “at home” in Connecticut such that it
could exercise general jurisdiction over it. Id. at 628-30.
4

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inclusion of this phrase (‘permitted by law’) and the omission of any specific reference
to ‘general jurisdiction,’ to our reading, differentiates Connecticut’s registration statute
from others that have been definitively construed to convey a foreign corporation’s
consent to general jurisdiction.” Id. at 637 (referring to a Pennsylvania statute that
plainly advises the registrant that enrolling in the state as a foreign corporation and
transacting business will vest the local courts with general jurisdiction over the
corporation).
The Second Circuit also distinguished older case law that held registering to do
business was enough to confer jurisdiction, noting that this approach has “yielded to
the doctrinal refinement reflected in Goodyear and Daimler and the [Supreme] Court’s
21st century approach to general and specific jurisdiction in light of expectations
created by the continuing expansion of interstate and global business.” Id. at 639. The
court continued:
If mere registration and the accompanying appointment of an in-state
agent—without an express consent to general jurisdiction—nonetheless
sufficed to confer general jurisdiction by implicit consent, every
corporation would be subject to general jurisdiction in every state in
which it registered, and Daimler’s ruling would be robbed of meaning by a
back-door thief. . . . In Daimler, the Court rejected the idea that a
corporation was subject to general jurisdiction in every state in which it
conducted substantial business. Brown’s interpretation of the Connecticut
statute could justify the exercise of general jurisdiction over a corporation
in a state in which the corporation had done no business at all, so long as it
had registered.
Id. at 640. Given these concerns and the absence of a clear legislative statement
indicating registration by a business equals consent to jurisdiction, the Second Circuit
declined to find that Lockheed had submitted to the general jurisdiction of Connecticut
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courts. Id. at 641.
Here, Perez admits the Illinois registration statutes adhered to by GE, including
805 ILCS 5/5.05 (requiring corporation to maintain a registered agent in Illinois) and
5/5.25 (permitting service on corporation by serving its registered agent or Secretary of
State), make no reference to jurisdiction. Instead, she claims they are substantially
similar to the Minnesota statutes analyzed by the Eighth Circuit in Knowlton. Of
particular relevance, 805 ILCS 5/5.25, “Service of process on domestic or foreign
corporation” states:
(a) Any process, notice, or demand required or permitted by law to be
served upon a domestic corporation or a foreign corporation having
authority to transact business in this State may be served . . . upon the
registered agent appointed by the corporation . . . .
805 ILCS 5/5.25 (emphasis added).
Contrary to Perez’s argument, the Court finds the language of Illinois’
registration statutes more akin to the Connecticut statutes analyzed by the Second
Circuit in Brown and the Delaware statutes analyzed in Genuine Parts. Nothing in the
statutes expressly advises a foreign corporation that registration to do business
constitutes consent to the exercise of general jurisdiction. Given the inclusion of limiting
language (“permitted by law”) and the lack of any reference to jurisdiction, the Court
cannot say that Illinois’ registration statutes require a foreign corporation to consent to
the general jurisdiction of Illinois courts. Thus, GE did not consent to jurisdiction by
registering to do business and appointing an agent for service of process, as required by
Illinois law to do business in the state.

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CONCLUSION
For these reasons, the Court GRANTS Defendant General Electric Company’s
Motion to Dismiss for Lack of Jurisdiction (Doc. 11) and DISMISSES Plaintiff’s claims
against GE without prejudice. GE’s Motion to Strike the Declaration of Jack D. McInnes
(Doc. 55), which was attached as an exhibit to Plaintiff’s Response to the Motion to
Dismiss for Lack of Personal Jurisdiction (Doc. 46-1), is DENIED as moot. Defendants’
motions to dismiss Count III (Docs. 29, 30, 38) are DENIED.
IT IS SO ORDERED.
DATED: December 2, 2016
_s/ Nancy J. Rosenstengel____________
NANCY J. ROSENSTENGEL
United States District Judge

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