Gulf Coast Bank and Trust Company v. Designed Conveyor Systems, LLC
RULING denying 23 MOTION for New Trial or Altered Judgment Under Rule 59. Signed by Judge James J. Brady on 1/11/2017. (LLH)
UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF LOUISIANA
GULF COAST BANK AND TRUST
DESIGNED CONVEYOR SYSTEMS, LLC
This matter is before the Court on a Motion for a New Trial or to Alter Judgment Under
Rule 59 (Doc. 23) brought by the Plaintiff, Gulf Coast Bank and Trust Company (“Gulf Coast”).
The Defendant, Designed Conveyor Systems, LLC (“DCS”) filed an Opposition (Doc. 25) and the
Plaintiff filed a Reply (Doc. 27). Oral argument is unnecessary. For the reasons stated herein, the
Plaintiff’s Motion for a New Trial is DENIED.
This case concerns a dispute between Gulf Coast, a bank incorporated in Louisiana with
its principal place of business in Louisiana and DCS, an LLC established in Indiana with its
principal place of business in Tennessee. Gulf Coast claims that it is the rightful owner of
receivables that DCS owes to its subcontractor, Vinex, for work that Vinex performed in
connection with a project in Denver, Colorado.
DCS brought a motion to dismiss the case for lack of personal jurisdiction, among other
arguments. This Court granted DCS’ motion on the grounds that DCS’ contacts with Louisiana
were not sufficient to give this Court authority to assert general or specific jurisdiction over DCS.
The Court dismissed the case without prejudice which would have allowed the Plaintiff to file in
The Court need not recite all of the facts that led to this dispute. For a summary of the facts, see this Court’s previous
Ruling, Doc. 21.
an appropriate jurisdiction. Rather than refiling in another jurisdiction, the Plaintiff now seeks to
have the Court alter its judgment.
The Plaintiff’s main argument is that this Court failed to recognize that it had jurisdiction
over the Defendant because the Defendant consented to the jurisdiction of Louisiana courts by
complying with the Louisiana business registration statutes. The Plaintiff asserts that this is an
independent basis for jurisdiction distinct from the general and specific jurisdiction tests which
require an analysis of an entity’s contacts with a given forum.
Altering or amending a judgment “is an extraordinary remedy that should be used
sparingly.”2 A Rule 59(e) motion “is not the proper vehicle for rehashing evidence, legal theories,
or arguments that could have been offered or raised before the entry of judgment.”3 “A court should
refrain from altering or amending a ruling or judgment under Rule 59(e)…unless one of the
following grounds is present: (1) the judgment is based upon manifest errors of law or fact; (2) the
existence of newly discovered or previously unavailable evidence; (3) manifest injustice will
result; or (4) an intervening change in controlling law has occurred.”4
The Plaintiff’s central argument in bringing this Rule 59 motion is that the Court’s
previous Ruling dismissing the case on the grounds of lack of personal jurisdiction presents a
manifest error of law. The Plaintiff argues that a foreign company is not guaranteed a right to
perform work in any state it desires; instead a state has to grant the foreign company the privilege
Templet v. HydroChem Inc., 367 F.3d 473, 479 (5th Cir. 2004).
Blackard v. Livingston Parish Sewer District, Civil Action No. 12-704, 2014 WL 199629, at *1 (M.D. La. Jan. 15,
of being able to perform work in its borders. The Plaintiff asserts that in exchange for granting this
privilege, states may impose a variety of requirements on the company, and one such requirement
that many states enforce is that the company must consent to the jurisdiction of the state’s courts
by appointing an agent for service of process. The Plaintiff argues that Louisiana has such a
consent requirement, and that the United States Supreme Court holds these consent requirements
constitutional under the due process clause.
Applying the law to the facts here, the Plaintiff argues that the Defendant voluntarily
designated a Louisiana agent for service of process and therefore Defendant has consented to
general jurisdiction in any court in Louisiana.5 The Plaintiff argues this Court did not address the
various consent jurisdiction cases and therefore the Court’s Ruling was manifestly erroneous.6 The
Plaintiff is effectively arguing that there are three bases for the Court to exercise jurisdiction over
the Defendant and this Court only considered two of them in its previous Ruling. The Plaintiff
asserts that a Louisiana court can exercise jurisdiction over a defendant if it has specific
jurisdiction, general jurisdiction, or if the defendant has consented to the exercise of general
jurisdiction by registering to do business in Louisiana.
The Plaintiff does not use the term “general jurisdiction” very often in its brief, instead preferring to argue that a
principal consequence of designating an agent for service of process is to subject the foreign corporation to
“jurisdiction.” However, Plaintiff’s omission of the word “general” obscures the fact that the Plaintiff is asking this
Court to find all-purpose jurisdiction over the Defendant because it has registered to do business in Louisiana. The
Court prefers to use the word “general” to more clearly identify the jurisdictional consequences of Plaintiff’s position.
The Court notes that it did not explicitly address Cowan v. Ford Motor Co., 694 F.2d 104 (5th Cir. 1982) nor did it
address Phillips Petroleum Co. v. OKC Ltd., 634 So.2d 1186 (La. 1994) in its prior Ruling. The Court also notes that
while the Plaintiff did rely on Cowan and Phillips in its previous brief (Doc. 9), it appeared to frame those opinions
as “general jurisdiction” opinions rather than “consent jurisdiction” opinions. Notably, the word “consent” only shows
up in the Plaintiff’s prior brief twice. Now, however, the issue is more clearly presented to the Court. The Plaintiff is
not arguing that the Court should assert general jurisdiction over the Defendant by virtue of his numerous contacts
with Louisiana, but rather, it is arguing that registering an agent means that a company is consenting to jurisdiction in
any and all Louisiana courts. In other words, the Plaintiff is arguing that consent is an independent basis for
establishing personal jurisdiction, separate from the contacts analysis performed in determining whether specific and
general jurisdiction are appropriate.
While both a finding of general jurisdiction and specific jurisdiction require a contacts
analysis7, Plaintiff appears to assert that a finding of jurisdiction by consent does not require a
contacts analysis. In other words, the Plaintiff is effectively arguing that a foreign corporation
consents to Louisiana’s jurisdiction by registering to do business here, and that such an
interpretation satisfies due process and an examination of an entity’s contacts with Louisiana is
The Defendant makes two arguments as to why the Motion should be denied. First, the
Defendant argues that the Plaintiff is merely rearguing claims that this Court has already rejected.
Second, the Defendant argues that the Motion should be denied because its previous Ruling was
not manifestly erroneous given that Daimler changed the landscape of personal jurisdiction.8
LAW & ANALYSIS
Every state in the country has a registration statute that requires foreign corporations doing
business in the state to register and to appoint an agent for service of process.9 Although all states
require foreign corporations to register and appoint an agent, the jurisdictional consequences of
complying with the registrations statutes vary. Some state registration statutes, like Arkansas’,
A court may assert general jurisdiction over a foreign (i.e. sister-state or foreign-country) company to hear any and
all claims against it when its contacts with the state are so continuous and systematic as to render it essentially at home
in the forum state. Daimler AG v. Bauman, 134 S.Ct. 746, 751 (2014). A court may assert specific jurisdiction if (1)
the defendant has minimum contacts with the forum state, that is, if it purposely directed its activities toward the forum
state or purposefully availed itself of the privilege of conducting activities there; and (2) if plaintiff's cause of action
arises out of or results from the defendant’s forum related contacts. Monkton Ins. Services, Ltd. v. Ritter, 768 F.3d
429, 433 (5th Cir. 2014).
Daimler AG v. Bauman, 134 S.Ct. 746, 751 (2014).
Genuine Parts Co. v. Cepec, 137 A.3d 123, 125 (Del. 2016) (citing Tanya J. Monestier, Registration Statutes,
General Jurisdiction, and the Fallacy of Consent, 36 CARDOZO L. REV. 1343, 1363 (2015) (“Every state has a
registration statute that requires corporations doing business in the state to register with the state and appoint an agent
for service of process.”) and Matthew Kipp, Inferring Express Consent: The Paradox of Permitting Registration
Statutes to Confer General Jurisdiction, 9 REV. LITIG. 1, 1 (1990) (“As a condition for doing business within their
borders, all states require a foreign corporation to designate a local resident for service of process. This requirement
is embodied in what commonly are known as registration statutes.”)).
explicitly state that appointment of a registered agent has no effect on jurisdiction.10 Other states,
however, read their registrations statutes more broadly. For example, the Kansas Supreme Court
held that complying with the Kansas statute and registering to do business in Kansas results in
consent to general jurisdiction.11
A state’s interpretation of its registration statute is important because determining whether
registering to do business establishes consent to general jurisdiction requires a court to perform a
two-step analysis. First, a court must determine whether the applicable registration statute, here
the Louisiana statute, equates compliance with consent to general jurisdiction (like the Kansas
statute), or whether it is only a means to provide notice to defendants that they have been sued in
a certain state (like the Arkansas statute). This first step is a matter of statutory interpretation.
Second, if compliance with the Louisiana statute constitutes consent to general jurisdiction, this
Court must consider whether such an interpretation of consent comports with the due process
clause of the United States Constitution.12
Although well-argued, Plaintiff’s position that registering an agent in Louisiana is akin to
consenting to general jurisdiction is untenable for three reasons. First, despite Plaintiff’s assertions,
it is not clear from the statute and Louisiana case law that the effect of complying with the
Louisiana registration statute is that a non-resident company is consenting to the general
jurisdiction of Louisiana courts. Plaintiff argues that Phillips13, a Louisiana Supreme Court case,
clearly held that registering an agent means that a non-resident company is consenting to general
Ark. Code Ann. § 4-20-115 (“The appointment or maintenance in this state of a registered agent does not by itself
create the basis for personal jurisdiction over the represented entity in this state.”).
Merriman v. Crompton Corp., 146 P.3d 162, 177 (Kan. 2006).
See AstraZeneca AB v. Mylan Pharmaceuticals Inc., 72 F.Supp.3d 549, 556-58 (D. Del. 2014) (employing a twostep approach to determine if compliance with the Delaware registration statute equates with consent to general
jurisdiction by first looking to Delaware law to interpret the statute and then to federal case law to determine if such
an interpretation comports with due process).
Phillips Petroleum Co. v. OKC Ltd., 634 So.2d 1186 (La. 1994).
jurisdiction. This Court disagrees. Plaintiff relies on dicta from Phillips, and a Louisiana appellate
court has noted that the registration statute should not be read so broadly.
Second, even assuming that the Louisiana registration statute means that a company
consents to general jurisdiction, this would be an unconstitutional interpretation of the statute
based on the Fifth Circuit case Siemer v. Learjet.14
Third, even if Siemer was not a due process case and was a limited statutory holding, this
Court finds that, in light of Daimler, interpreting a registration statute as giving consent to general
jurisdiction is untenable.
The Court Did Not Commit a Manifest Error of Law In Not Relying On
Phillips Because Phillips’ Assertion That Compliance Constitutes
Consent to Jurisdiction Was Dicta.
The Plaintiff argues that Louisiana law is clear that designating an agent for service of
process in Louisiana subjects the foreign company to general jurisdiction in Louisiana. This Court
disagrees. Phillips is not so clear and therefore this Court’s previous judgment was not based on a
manifest error of law.
Louisiana, like every other state in the country, requires a foreign entity to register to do
business in the state before it can transact business in the state.15 The law requires the entity to
receive a certificate of authority from the secretary of state prior to doing business here.16
Additionally, as a consequence of receiving authorization to transact business in the state, the
foreign entity must maintain a registered agent of service and designate an office.17 Nothing in the
statutes explicitly says that by registering an agent a foreign entity is consenting to the general
jurisdiction of Louisiana courts.
Siemer v. Learjet Acquisition Corp., 966 F.2d 179 (5th Cir. 1992).
La. Rev. Stat. Ann. § 12:301.
La. Rev. Stat. Ann. § 12:308.
The Plaintiff argues that based on the Louisiana Supreme Court case Phillips and its
progeny, when a foreign entity designates an agent for service of process it is consenting to the
general jurisdiction of any court in Louisiana. This Court does not read Phillips so broadly.
In Phillips, the issue before the Louisiana Supreme Court was whether an out-of-state
nonparty corporation could be subpoenaed to appear and produce documents at a deposition.18 The
court was not tasked with determining the jurisdictional consequences of the Louisiana registration
statutes. In dicta, the Louisiana Supreme Court asserted that a consequence of designating an agent
for service of process in Louisiana is to subject that foreign corporation to the jurisdiction of any
As one appellate court has noted, the Louisiana Supreme Court did not decide “whether
such a designation would automatically function as consent to personal jurisdiction in the state for
suits arising out-of-state, when the defendant corporation did not have contacts within the state
sufficient to satisfy due process.” In Taylor v. Arellano, this Louisiana appellate court held that
Phillips should not be read in the broad way espoused by Plaintiff.20
Although some Louisiana courts have adopted the broad reading of Phillips espoused by
Plaintiff21, the current question before the Court is whether its previous Ruling was based on a
manifest error of law. Given that a Louisiana appellate court has interpreted Phillips narrowly, this
Court committed no error by not relying on Phillips and implicitly finding that, as a matter of
statutory interpretation, compliance with the Louisiana registration statute does not constitute
consent to general jurisdiction.
Phillips, 634 So.2d at 1187.
Taylor v. Arellano, 2004-2281 (La. App. 1st Cir. 12/22/05), 928 So.2d 55, 58-60.
See Pl.’s Supp. Mem. 7, Doc. 23-1.
Even If Phillips Holds That Compliance Equals Consent to Jurisdiction,
This Court Did Not Commit a Manifest Error of Law Because Siemer is
a Due Process Decision That Held That The Presence of a Registered
Agent Alone Is Insufficient To Support The Exercise of General
However, this Court will give the Plaintiff the benefit of the doubt and assume, for
argument’s sake, that the Louisiana statute equates compliance with consent. Assuming that the
Defendant implicitly consented to the jurisdiction of Louisiana courts by appointing an agent for
service, this Court must now determine if such an interpretation comports with the due process
clause of the United States Constitution.
Despite Plaintiff’s arguments to the contrary, Fifth Circuit case law is clear that a state
violates a defendant’s due process rights when it exercises general jurisdiction based solely on the
presence of a registered agent.22 Siemer held that the plaintiff’s assertion that the “mere service on
a corporate agent automatically confers general jurisdiction displays a fundamental misconception
of corporate jurisdictional principles. This concept is directly contrary to the historical rationale of
International Shoe and subsequent Supreme Court decisions.”23
The Plaintiff tries to limit Siemer by saying it is both factually and legally distinguishable
from the instant case. Plaintiff asserts that Siemer is factually distinguishable because in Siemer
neither the parties nor the cause of action had a connection to the forum state, Texas. In the present
case, the Plaintiff argues that the forum state, Louisiana, has an interest in this case because the
Plaintiff is a Louisiana bank suing on a contract that was executed and performed in Louisiana.
This characterization of the facts overstates Louisiana’s connection to the dispute. Although the
Plaintiff is a Louisiana bank24, this Court noted in its previous Ruling that it is far from clear that
Siemer, 966 F.2d at 183.
Additionally, the fact that Plaintiff is a Louisiana resident does not hold much weight in whether this Court should
find it has jurisdiction over the Defendant because “[d]ue process limits on the state’s adjudicative authority
the relationship between the Plaintiff and the Defendant constituted a contract that was executed
and performed in Louisiana. The Defendant merely wired some money to the Plaintiff in Louisiana
and responded to Plaintiff’s e-mails requesting that the Defendant acknowledge that it owed money
to a subcontractor that in turn owed money to the Plaintiff for work performed in Colorado. The
facts in Siemer are not inapposite to the present dispute.
As a legal matter, the Plaintiff argues that Siemer was not a constitutional decision but
merely a statutory decision. The Plaintiff asserts that Siemer held that complying with the Texas
statute did not act as consent to jurisdiction, but the Plaintiff maintains that Siemer left open the
possibility that another state’s registration statute could be read as acting as consent to jurisdiction
without running afoul of the due process clause. This Court disagrees.
Siemer was clearly a due process decision that held that compliance with a registration
statute does not act as consent to jurisdiction because such an interpretation does not comport with
the due process clause. Many federal courts in Louisiana treat Siemer as a due process case and
have held that they lack the authority to exercise jurisdiction over foreign entities whose only
contact with Louisiana is that it has complied with the Louisiana registration statute.25 In other
words, notwithstanding the Louisiana Supreme Court case, Phillips, which may seem to say that
principally protect the liberty of the nonresident defendant—not the convenience of plaintiffs or third parties.” Walden
v. Fiore, 134 S.Ct. 1115, 1122 (2014).
Firefighters’ Retirement System v. Royal Bank of Scotland, PLC, Civil Action No. 15-482, 2016 WL 1254366, at
*5 (M.D. La. Mar. 29, 2016) (“Fifth Circuit precedent has consistently held that being qualified to do business in a
state and the appointment of a registered agent for service alone cannot support the exercise of general jurisdiction.
Such precedent is further strengthened post-Daimler.”); La. Limestone & Logistics, LLC v. Granite Group, Civil
Action No. 13-0798, 2014 WL 1217956, at *5 (W.D. La. Feb. 28, 2014) (“[Plaintiff] contends that this Court may
exercise general jurisdiction over [defendant] because [defendant] registered with the Louisiana Secretary of State,
listing both a Louisiana business office and a registered agent. However, [plaintiff’s] position is not consistent with
Fifth Circuit precedent holding that the presence of the registered agent and registered business office alone is
insufficient to support the exercise of general jurisdiction.”); Crochet v. Wal-Mart, Civil Action No. 11-1404, 2012
WL 489204, at *4-5 (W.D. La. Feb. 13, 2012); DNH, L.L.C. v. In-N-Out Burger, 381 F.Supp.2d 559, 565 (E.D. La.
2005); see also Kevin Benish, Pennoyer’s Ghost: Consent, Registration Statutes, And General Jurisdiction After
Daimler AG v. Bauman, 90 N.Y.U. L. REV. 1609, 1611-12 (2015) (citing Siemer and noting that “the First, Fourth,
Fifth, Seventh, and Eleventh Circuits hold consent-based general jurisdiction violates due process.”).
due process is not violated when a foreign entity is held to consent to general jurisdiction by
appointing an agent, the Fifth Circuit decision Siemer, which this Court is bound by, comes to the
In support of its argument that Siemer should be read as a statutory, and not a due process
holding, the Plaintiff relies on the Fifth Circuit case Cowan v. Ford Motor Co., a 1982 Fifth Circuit
decision.26 Although Cowan seems to support Plaintiff’s position (in that it seems to hold that
consent to general jurisdiction by registration comports with due process) and be inconsistent with
Siemer, this Court finds that Cowan is inapposite for two reasons.
First, its holding, that a corporation authorized to do business in Mississippi is to be treated
as equivalent to a resident corporation of Mississippi and that such a holding comports with due
process, is directly inconsistent with Daimler. As stated above, every state requires a foreign
corporation to register before being able to do business in that state. Therefore, treating business
registration as consent to general jurisdiction would have the effect of subjecting a foreign
corporation to general jurisdiction in every jurisdiction in which it did business which runs
contrary to Daimler’s pronouncement that “[a] corporation that operates in many places can
scarcely be deemed at home in all of them. Otherwise, ‘at home’ would be synonymous with ‘doing
business’ tests framed before specific jurisdiction evolved in the United States.”27
Second, Cowan is unhelpful to the issue before the Court which is whether statutory
consent to general jurisdiction is constitutional when a defendant’s overall contacts are insufficient
for a court to exercise general or specific jurisdiction. In its previous Ruling, the Court found that
the Defendant did not have sufficient contacts which would allow the Court to exercise general or
Cowan v. Ford Motor Co., 694 F.2d 104 (5th Cir. 1982).
Daimler, 134 S.Ct. at 762 n. 20.
specific jurisdiction over it. Therefore, the Plaintiff must be citing to Cowan for the proposition
that by registering to do business, a foreign entity consents to the general jurisdiction of a state
notwithstanding the fact that it does not have sufficient minimum contacts to satisfy general or
specific jurisdiction. However, Cowan did not hold that a court can exercise general jurisdiction
over a corporation based solely on the corporation’s appointment of an agent when its contacts are
otherwise insufficient for the exercise of jurisdiction. Cowan is not clear as to which criteria it
relied on to find jurisdiction, but this Court finds that it seems to be a mix of both consent and
sufficient minimum contacts: “[The defendant] has agreed to be treated as a resident corporation.
By appointing a resident agent and conducting substantial business in Mississippi, it has consented
to Mississippi’s exercise of personal jurisdiction…Several times in recent years the Supreme Court
has found state attempts to exercise jurisdiction over non-resident defendants to violate due
process. In each of those cases the state’s attempt to bring the defendant before its courts offended
traditional notions of fair play and substantial justice because the defendant lacked sufficient
minimum contacts with the forum state. Here, however, sufficient contacts indisputably are
present.”28 Cowan seems to meld the two theories of jurisdiction—consent and minimum contacts,
and therefore it is unhelpful in resolving the current issue before the Court which is whether
consent by registration without sufficient minimum contacts allows this Court to exercise
Additionally, at least one other court has addressed the issue of how to reconcile Siemer
and Cowan. For a variety of reasons including some of the reasons listed above, that court found
Siemer controlling and Cowan inapplicable.29 Again, the Court notes that its task at this time is to
Cowan, 694 F.2d at 107 & n. 8 (citations omitted and emphasis added).
See Follette v. Clariol Inc., 829 F. Supp. 840, 847 (W.D. La. 1993).
determine whether its prior Ruling was based on a manifest error of law. Previously, this Court
treated Siemer as a due process case and the Court finds that this was appropriate given all of the
reasons stated above.
Even If Siemer is Read Narrowly as a Statutory Decision and Not a
Constitutional Decision, This Court Did Not Commit A Manifest Error
of Law Because Daimler Changed the Jurisdictional Landscape.
Again, the Court will give the Plaintiff the benefit of the doubt. For argument’s sake the
Court assumes that Siemer is a statutory holding about the jurisdictional reach of Texas’
registration statutes rather than an interpretation of the due process clause. In other words, this
Court assumes that Fifth Circuit law does not preclude a finding that consent by registration
comports with due process. However, even if consent to jurisdiction by registration was
constitutional before Daimler, it is certainly unconstitutional in light of Daimler’s due process
Ruling for the Plaintiff in this matter would rob Daimler of its central meaning. Daimler
explicitly rejected the theory that a foreign company is subject to the jurisdiction of every state in
which it does any business. Every state requires a foreign corporation to register before being able
to do business in that state. Therefore, treating business registration as consent to general
jurisdiction would have the effect of subjecting a foreign corporation to general jurisdiction in
every jurisdiction in which it did business. Such a conclusion is untenable in light of Daimler. As
noted recently by the Second Circuit: “[i]f 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.”30 This Court will not be an accomplice to such a back-door thief.
As support for its contention that post-Daimler, consent to general jurisdiction via
compliance with registration statutes is a constitutional basis for exercising jurisdiction, the
Plaintiff points to US Supreme Court cases from 1917 and 1939.31 The Plaintiff argues that “[t]his
Supreme Court jurisprudence establishes that states have the authority to determine the scope and
meaning of their respective registration statutes and that states do not act unconstitutionally in
conditioning authorization on consent to their courts’ jurisdiction.”32 Plaintiff further argues that
“[n]othing in Daimler purports to overrule Neirbo or Pennsylvania Fire or reject the bedrock
principle that these decisions stand for—that it is up to each state to interpret the scope and
meaning of its own registration statutes.”33
While the Plaintiff is correct about the holdings of those cases from seventy years ago, the
Plaintiff fails to realize that the theoretical underpinnings of those decisions have been
continuously eroded in the past half century. Those decisions have little value in today’s personal
Both of those decisions came at a time when jurisdiction could be found over a corporation
only when it could be said that the corporation was fictionally “present” in the forum.34 However,
Brown v. Lockheed Martin Corp., 814 F.3d 619, 640 (2d Cir. 2016).
Pennsylvania Fire Ins. Co. v. Gold Issue Mining, 243 U.S. 93 (1917); Neirbo Co. v. Bethlehem Shipbuilding Corp.,
308 U.S. 165 (1939).
Pl.’s Supp. Mem. 5-6, Doc. 23-1.
Pl.’s Reply Br 5, Doc. 27-1.
Burnham v. Superior Court of Ca., 495 U.S. 604, 617 (1990) (“States required, for example, that nonresident
corporations appoint an in-state agent upon whom process could be served as a condition of transacting business
within their borders…We initially upheld these laws under the Due Process Clause on grounds that they complied
with Pennoyer’s rigid requirement of either ‘consent’ or ‘presence.’ As many observed, however, the consent and
presence were purely fictional. Our opinion in International Shoe cast those fictions aside and made explicit the
underlying basis of these decisions: Due process does not necessarily require the States to adhere to the unbending
territorial limits on jurisdiction set forth in Pennoyer. The validity of assertion of jurisdiction over a nonconsenting
defendant who is not present in the forum depends upon whether the quality and nature of his activity in relation to
International Shoe “cast those fictions aside” and moved the jurisdictional analysis towards a
corporation’s minimum contacts with a state and the reasonableness of haling a foreign corporation
into a forum state’s court.35
Additionally, despite Plaintiff’s insistence on the fact that Pennsylvania Fire and Neirbo
remain good law, the Supreme Court has cautioned courts that it is inappropriate to rely on cases
that were based in looking for the fictional presence of a corporation in order to exercise
jurisdiction. In Shaffer, the Supreme Court held that “all assertions of state-court jurisdiction must
be evaluated according to the standards set forth in International Shoe and its progeny.”36 The
Court went on to say that it would not be “fruitful” for it to re-examine the cases decided on the
rationale of Pennoyer to determine whether they would have been sustained under the
International Shoe standard but “to the extent that prior decisions are inconsistent with this
standard, they are overruled.”37 In its most recent personal jurisdiction decision, Daimler, the
Supreme Court again cautioned lower courts not to rely on Pennoyer era cases: “Barrow and Tauza
indeed upheld the exercise of general jurisdiction based on the presence of a local office, which
signaled that the corporation was ‘doing business’ in the forum. Perkins’ unadorned citations to
these cases, both decided in the era dominated by Pennoyer’s territorial thinking should not attract
heavy reliance today.”38
Furthermore, in recent years, the many courts that have considered the issue of whether
consent by registration remains a constitutional basis for jurisdiction post-Daimler have taken the
the forum renders such jurisdiction consistent with traditional notions of fair play and substantial justice.”) (internal
quotation marks and citations omitted).
Shaffer v. Heitner, 433 U.S. 186, 212 (1977).
Id. at n. 39.
Daimler, 134 S. Ct. 746, 761 n. 18.
position that such statutory consent is unconstitutional.39 This Court agrees with those courts and
finds that it did not commit a manifest error of law in finding that it did not have the authority to
exercise jurisdiction over the Defendant based on a consent theory.
The Court has given the Plaintiff the benefit of the doubt in reaching a conclusion. This
Court did not commit a manifest error of law because it is not clear that compliance with the
Louisiana registration statute constitutes consent to general jurisdiction. Even if this Court were to
reach the due process issue by finding that, as a statutory matter, compliance with Louisiana’s
registration statute constitutes consent to general jurisdiction, such an interpretation would be
unconstitutional in light of Siemer, a controlling Fifth Circuit decision. Even if the Court were to
view Siemer narrowly and find that the Fifth Circuit does not preclude a state from exercising
general jurisdiction based on compliance with a registration statute, such an interpretation is now
unconstitutional in light of Daimler.
In its first Ruling, the Court found that it was neither able to exercise specific or general
jurisdiction. The Court finds no reason to disturb that holding. The Defendant’s act of registering
Genuine Parts Co. v. Cepec, 137 A.3d 123, 132 (Del. 2016) (finding consent by registration unconstitutional and
noting that “two recent U.S. Supreme Court decisions, Goodyear and Daimler, made a major shift in our nation’s
personal jurisdiction jurisprudence—a shift that undermines the key foundation upon which prior federal cases like
Neirbo and Pennsylvania Fire relied.”); Keeley v. Pfizer Inc., Civil Action No. 15-583, 2015 WL 3999488, at *4 (E.D.
Mo. July 1, 2015) (“Plaintiffs contend Defendant has consented to jurisdiction in Missouri because Defendant is
registered to do business in Missouri and has a registered agent in Missouri…Many states have enacted similar statutes
and national corporations are often registered in to do business in several states. If following these statutes creates
jurisdiction, national companies would be subject to suit all over the country. This result is contrary to the holding in
Daimler that merely doing business in a state is not enough to establish general jurisdiction…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.”); Chatwal Hotels & Resorts LLC v. Dollywood
Co., 90 F.Supp.3d 97, 105 (S.D.N.Y. 2015) (“After Daimler…the mere fact of [defendant’s] being registered to do
business is insufficient to confer general jurisdiction in a state that is neither its state of incorporation or its principal
place of business.”); Firefighters’ Retirement System v. Royal Bank of Scotland, PLC, Civil Action No. 15-482, 2016
WL 1254366, at *5 (M.D. La. Mar. 29, 2016) (“Fifth Circuit precedent has consistently held that being qualified to
do business in a state and the appointment of a registered agent for service alone cannot support the exercise of general
jurisdiction. Such precedent is further strengthened post-Daimler.”).
an agent does not give this Court the ability to exercise jurisdiction over the Defendant. For the
reasons stated above, Plaintiff’s Motion (Doc. 23) is DENIED.
Signed in Baton Rouge, Louisiana, on January 11, 2017.
JUDGE JAMES J. BRADY
UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF LOUISIANA
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