Introduction to Long-Arm Statutes | I. Glenn Cohen | November 17, 2013


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Introduction to Long-Arm Statutes

In 2014, the Supreme Court again considered a claim of general in personam jurisdiction in Daimler AG v. Bauman. 571 U.S. ___ (2014). Writing for the Court, Justice Ginsburg (long considered the Court's civil procedure guru) including a long summary of the history of personal and general in personam jurisdiction. It is presented (with emphasis added and limited redaction) below. It is a good summary of this unit of the course, though we may not agree with the way she describes each and every case. 

Opinion Section III [A Brief History of PJ]

In Pennoyer v. Neff, decided shortly after the enactment of the Fourteenth Amendment, the Court held that a tribunal's jurisdiction over persons reaches no farther than the geographic bounds of the forum. In time, however, that strict territorial approach yielded to a less rigid understanding, spurred by “changes in the technology of transportation and communication, and the tremendous growth of interstate business activity.” Burnham v. Superior Court of Cal., County of Marin, 495 U.S. 604, 617 (1990) (opinion of SCALIA, J.).

“The canonical opinion in this area remains International Shoe, in which we held that a State may authorize its courts to exercise personal jurisdiction over an out-of-state defendant if the defendant has ‘certain minimum contacts with [the State] such that the maintenance of the suit does not offend “traditional notions of fair play and substantial justice.” ’ ” Goodyear, 564 U.S., at ––––, (quoting International Shoe, 326 U.S., at 316).

Following International Shoe, “the relationship among the defendant, the forum, and the litigation, rather than the mutually exclusive sovereignty of the States on which the rules of Pennoyer rest, became the central concern of the inquiry into personal jurisdiction.” Shaffer, 433 U.S., at 204.

International Shoe's conception of “fair play and substantial justice” presaged the development of two categories of personal jurisdiction. The first category is represented by International Shoe itself, a case in which the in-state activities of the corporate defendant “ha[d] not only been continuous and systematic, but also g[a]ve rise to the liabilities sued on.” 326 U.S., at 317. International Shoe recognized, as well, that “the commission of some single or occasional acts of the corporate agent in a state” may sometimes be enough to subject the corporation to jurisdiction in that State's tribunals with respect to suits relating to that in-state activity. Id., at 318. Adjudicatory authority of this order, in which the suit “aris[es] out of or relate[s] to the defendant's contacts with the forum,” Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408, 414, n. 8 (1984), is today called “specific jurisdiction.” See Goodyear, 564 U.S., at ––––, (citing von Mehren & Trautman, Jurisdiction to Adjudicate: A Suggested Analysis, 79 Harv. L.Rev. 1121, 1144–1163 (1966) (hereinafter von Mehren & Trautman)).

International Shoe distinguished between, on the one hand, exercises of specific jurisdiction, as just described, and on the other, situations where a foreign corporation's “continuous corporate operations within a state [are] so substantial and of such a nature as to justify suit against it on causes of action arising from dealings entirely distinct from those activities.” 326 U.S., at 318. As we have since explained, “[a] court may assert general jurisdiction over foreign (sister-state or foreign-country) corporations to hear any and all claims against them when their affiliations with the State are so ‘continuous and systematic’ as to render them essentially at home in the forum State.” Goodyear, 564 U.S., at ––––; Helicopteros, 466 U.S., at 414, n. 9.

Since International Shoe, “specific jurisdiction has become the centerpiece of modern jurisdiction theory, while general jurisdiction [has played] a reduced role.” Goodyear, 564 U.S., at ––––, (quoting Twitchell, The Myth of General Jurisdiction, 101 Harv. L.Rev. 610, 628 (1988)). International Shoe's momentous departure from Pennoyer's rigidly territorial focus, we have noted, unleashed a rapid expansion of tribunals' ability to hear claims against out-of-state defendants when the episode-in-suit occurred in the forum or the defendant purposefully availed itself of the forum. Our subsequent decisions have continued to bear out the prediction that “specific jurisdiction will come into sharper relief and form a considerably more significant part of the scene.” von Mehren & Trautman 1164.

Our post-International Shoe opinions on general jurisdiction, by comparison, are few. “[The Court's] 1952 decision in Perkins v. Benguet Consol. Mining Co. remains the textbook case of general jurisdiction appropriately exercised over a foreign corporation that has not consented to suit in the forum.” Goodyear, 564 U.S., at ––––. The defendant in Perkins, Benguet, was a company incorporated under the laws of the Philippines, where it operated gold and silver mines. Benguet ceased its mining operations during the Japanese occupation of the Philippines in World War II; its president moved to Ohio, where he kept an office, maintained the company's files, and oversaw the company's activities. Perkins v. Benguet Consol. Mining Co., 342 U.S. 437, 448 (1952). The plaintiff, an Ohio resident, sued Benguet on a claim that neither arose in Ohio nor related to the corporation's activities in that State. We held that the Ohio courts could exercise general jurisdiction over Benguet without offending due process. Ibid. That was so, we later noted, because “Ohio was the corporation's principal, if temporary, place of business.” Keeton v. Hustler Magazine, Inc., 465 U.S. 770, 780, n. 11 (1984).

The next case on point, Helicopteros, 466 U.S. 408, arose from a helicopter crash in Peru. Four U.S. citizens perished in that accident; their survivors and representatives brought suit in Texas state court against the helicopter's owner and operator, a Colombian corporation. That company's contacts with Texas were confined to “sending its chief executive officer to Houston for a contract-negotiation session; accepting into its New York bank account checks drawn on a Houston bank; purchasing helicopters, equipment, and training services from [a Texas-based helicopter company] for substantial sums; and sending personnel to [Texas] for training.” Id., at 416. Notably, those contacts bore no apparent relationship to the accident that gave rise to the suit. We held that the company's Texas connections did not resemble the “continuous and systematic general business contacts ... found to exist in Perkins.” Ibid. “[M]ere purchases, even if occurring at regular intervals,” we clarified, “are not enough to warrant a State's assertion of in personam jurisdiction over a nonresident corporation in a cause of action not related to those purchase transactions.” Id., at 418, 104 S.Ct. 1868.

Most recently, in Goodyear, we answered the question: “Are foreign subsidiaries of a United States parent corporation amenable to suit in state court on claims unrelated to any activity of the subsidiaries in the forum State? ” 564 U.S., at ––––. That case arose from a bus accident outside Paris that killed two boys from North Carolina. The boys' parents brought a wrongful-death suit in North Carolina state court alleging that the bus's tire was defectively manufactured. The complaint named as defendants not only The Goodyear Tire and Rubber Company (Goodyear), an Ohio corporation, but also Goodyear's Turkish, French, and Luxembourgian subsidiaries. Those foreign subsidiaries, which manufactured tires for sale in Europe and Asia, lacked any affiliation with North Carolina. A small percentage of tires manufactured by the foreign subsidiaries were distributed in North Carolina, however, and on that ground, the North Carolina Court of Appeals held the subsidiaries amenable to the general jurisdiction of North Carolina courts.

We reversed, observing that the North Carolina court's analysis “elided the essential difference between case-specific and all-purpose (general) jurisdiction.” Id., at ––––. Although the placement of a product into the stream of commerce “may bolster an affiliation germane to specific jurisdiction,” we explained, such contacts “do not warrant a determination that, based on those ties, the forum has general jurisdiction over a defendant.” Id., at ––––. As International Shoe itself teaches, a corporation's “continuous activity of some sorts within a state is not enough to support the demand that the corporation be amenable to suits unrelated to that activity.” 326 U.S., at 318. Because Goodyear's foreign subsidiaries were “in no sense at home in North Carolina,” we held, those subsidiaries could not be required to submit to the general jurisdiction of that State's courts. 564 U.S., at ––––. See also J. McIntyre Machinery, Ltd. v. Nicastro, 564 U.S. ––––, (2011) (GINSBURG, J., dissenting) (noting unanimous agreement that a foreign manufacturer, which engaged an independent U.S.-based distributor to sell its machines throughout the United States, could not be exposed to all-purpose jurisdiction in New Jersey courts based on those contacts).

As is evident from Perkins, Helicopteros, and Goodyear, general and specific jurisdiction have followed markedly different trajectories post-International Shoe. Specific jurisdiction has been cut loose from Pennoyer's sway, but we have declined to stretch general jurisdiction beyond limits traditionally recognized. As this Court has increasingly trained on the “relationship among the defendant, the forum, and the litigation,” Shaffer, 433 U.S., at 204, i.e., specific jurisdiction, general jurisdiction has come to occupy a less dominant place in the contemporary scheme.

Summary of Facts and Procedural History of the Daimler Case

Plaintiffs (respondents here) filed suit in N.D. Cal. under the Alien Tort Statute (and others) alleging that Mercedes Benz Argentina collaborated with Argentinian state security forces to kidnap, detain, torture, and kill plaintiffs and their relatives during the military dictatorship in place there from 1976 through 1983. No part of Mercedes Benz Argentina's alleged collaboration with Argentinian authorities took place in California or anywhere else in the United States.

However, Plaintiffs' complaint named only one corporate defendant: Daimler, which is a German public stock company that manufactures Mercedes–Benz vehicles in Germany and has its headquarters in Stuttgart. At times relevant to this case, Mercedes Benz Argentina was a subsidiary wholly owned by Daimler's predecessor in interest.

Daimler moved to dismiss the action for want of personal jurisdiction. Opposing the motion, plaintiffs maintained that jurisdiction over Daimler could be founded on the California contacts of MBUSA, a distinct corporate entity that, according to plaintiffs, should be treated as Daimler's agent for jurisdictional purposes.

MBUSA, an indirect subsidiary of Daimler, is a Delaware limited liability corporation. MBUSA serves as Daimler's exclusive importer and distributor in the United States, purchasing Mercedes–Benz automobiles from Daimler in Germany, then importing those vehicles, and ultimately distributing them to independent dealerships located throughout the Nation. Although MBUSA's principal place of business is in New Jersey, MBUSA has multiple California-based facilities, including a regional office in Costa Mesa, a Vehicle Preparation Center in Carson, and a Classic Center in Irvine. MBUSA is the largest supplier of luxury vehicles to the California market. In particular, over 10% of all sales of new vehicles in the United States take place in California, and MBUSA's California sales account for 2.4% of Daimler's worldwide sales.

The relationship between Daimler and MBUSA is delineated in a General Distributor Agreement, which sets forth requirements for MBUSA's distribution of Mercedes–Benz vehicles in the United States. That agreement established MBUSA as an “independent contracto[r]” that “buy[s] and sell[s] [vehicles] ... as an independent business for [its] own account.” The agreement “does not make [MBUSA] ... a general or special agent, partner, joint venturer or employee of DAIMLERCHRYSLER or any DaimlerChrysler Group Company”; MBUSA “ha[s] no authority to make binding obligations for or act on behalf of DAIMLERCHRYSLER or any DaimlerChrysler Group Company.”   

Opinion Section IV(B) [Applying Doctrine to Facts of Daimler]

Even if we were to assume that MBUSA is at home in California, and further to assume MBUSA's contacts are imputable to Daimler, there would still be no basis to subject Daimler to general jurisdiction in California, for Daimler's slim contacts with the State hardly render it at home there.

Goodyear made clear that only a limited set of affiliations with a forum will render a defendant amenable to all-purpose jurisdiction there. “For an individual, the paradigm forum for the exercise of general jurisdiction is the individual's domicile; for a corporation, it is an equivalent place, one in which the corporation is fairly regarded as at home.” 564 U.S., at ––––. With respect to a corporation, the place of incorporation and principal place of business are “paradig[m] ... bases for general jurisdiction.” Id., at 735. Those affiliations have the virtue of being unique—that is, each ordinarily indicates only one place—as well as easily ascertainable. These bases afford plaintiffs recourse to at least one clear and certain forum in which a corporate defendant may be sued on any and all claims.

Goodyear did not hold that a corporation may be subject to general jurisdiction only in a forum where it is incorporated or has its principal place of business; it simply typed those places paradigm all-purpose forums. Plaintiffs would have us look beyond the exemplar bases Goodyear identified, and approve the exercise of general jurisdiction in every State in which a corporation “engages in a substantial, continuous, and systematic course of business.” That formulation, we hold, is unacceptably grasping.

As noted, the words “continuous and systematic” were used in International Shoe to describe instances in which the exercise of specific jurisdiction would be appropriate. Turning to all-purpose jurisdiction, in contrast, International Shoe speaks of “instances in which the continuous corporate operations within a state [are] so substantial and of such a nature as to justify suit ... on causes of action arising from dealings entirely distinct from those activities.” Id., at 318. Accordingly, the inquiry under Goodyear is not whether a foreign corporation's in-forum contacts can be said to be in some sense “continuous and systematic,” it is whether that corporation's “affiliations with the State are so ‘continuous and systematic’ as to render [it] essentially at home in the forum State.” 564 U.S., at ––––.

Here, neither Daimler nor MBUSA is incorporated in California, nor does either entity have its principal place of business there. If Daimler's California activities sufficed to allow adjudication of this Argentina-rooted case in California, the same global reach would presumably be available in every other State in which MBUSA's sales are sizable. Such exorbitant exercises of all-purpose jurisdiction would scarcely permit out-of-state defendants “to structure their primary conduct with some minimum assurance as to where that conduct will and will not render them liable to suit.” Burger King Corp., 471 U.S., at 472.

Sotomayor's Concurrence

[Justice Sotomayor concurred, but strongly critiqued the majority's logic regarding general in personam jurisdiction. That selection of her concurrence is excerpted below.]

The Court acknowledges that MBUSA, Daimler's wholly owned subsidiary, has considerable contacts with California. It has multiple facilities in the State, including a regional headquarters. Each year, it distributes in California tens of thousands of cars, the sale of which generated billions of dollars in the year this suit was brought. And it provides service and sales support to customers throughout the State. Daimler has conceded that California courts may exercise general jurisdiction over MBUSA on the basis of these contacts, and the Court assumes that MBUSA's contacts may be attributed to Daimler for the purpose of deciding whether Daimler is also subject to general jurisdiction.

Are these contacts sufficient to permit the exercise of general jurisdiction over Daimler? The Court holds that they are not, for a reason wholly foreign to our due process jurisprudence. The problem, the Court says, is not that Daimler's contacts with California are too few, but that its contacts with other forums are too many. In other words, the Court does not dispute that the presence of multiple offices, the direct distribution of thousands of products accounting for billions of dollars in sales, and continuous interaction with customers throughout a State would be enough to support the exercise of general jurisdiction over some businesses. Daimler is just not one of those businesses, the Court concludes, because its California contacts must be viewed in the context of its extensive “nationwide and worldwide” operations. In recent years, Americans have grown accustomed to the concept of multinational corporations that are supposedly “too big to fail”; today the Court deems Daimler “too big for general jurisdiction.”

Notes and Thoughts

Arguably, with only Perkins as the example of a case finding general in personam jurisdiction, it was hard before Daimler AG to claim general in personam jurisdiction in a location other than the principal place of business/place of incorporation. However, Daimler AG arguably further underlines the fact that PPB/incorporation are the places where general in personam jurisdiction are found; only in exceptional circumstances could other contacts truly constitution being "at home" in the location. Indeed, that seems to be the strongest shift that Daimler AG articulates -- reifying Goodyear by continuing to equate "continuous and systematic" with "at home." 

In response to Justice Sotomayor's cirtique, Justice Ginsburg lays out perhaps the closest articulation we have to directions for determining general in personam jurisdiction (footnote 20):

To clarify in light of Justice SOTOMAYOR's opinion concurring in the judgment, the general jurisdiction inquiry does not “focu[s] solely on the magnitude of the defendant's in-state contacts.” General jurisdiction instead calls for an appraisal of a corporation's activities in their entirety, nationwide and worldwide. 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. Nothing in International Shoe and its progeny suggests that “a particular quantum of local activity” should give a State authority over a “far larger quantum of ... activity” having no connection to any in-state activity.

See also Judy M. Cornett and Michael H. Hoffheimer, Good-Bye Significant Contacts: General Personal Jurisdiction after Daimler AG v. Bauman, _ Ohio State L.J. _ (Forthcoming 2014) ("Daimler AG is a game changer. In advancing the policy goal of giving corporations the power to control states where they must answer legal claims, the Court shrinks the places of general jurisdiction against many large corporations to one or two states.")


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August 19, 2014

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