Brown v. Lockheed Martin Corp

In Brown v. Lockheed Martin Corp., 814 F3d 619 (2d Cir 2016), the Court interpreted Connecticut's registration statute to not entail consent to general personal jurisdiction. The Court reasoned that, in the absence of a clear statutory mandate or definitive interpretations from the Connecticut Supreme Court requiring that result, and given the due process concerns that would be raised, the Connecticut statute should not be read to imply that registration to do business there would give rise to general personal jurisdiction in Connecticut courts. The Second Circuit did not pass on the question of whether the statute would be unconstitutional if it were read to equate registration with consent to general jurisdiction, but there are strong indications of doubt as to the constitutionality of such a reading in the decision. In sum, the Second Circuit Court of Appeals analyzed the Connecticut registration statute for foreign corporations to determine whether it purported to confer on that state's courts the power to exercise general jurisdiction over duly registered foreign corporations. The Court determined that the statute did not contain express language alerting the potential registrant that by complying with the statute and appointing an agent for receipt of process, it would be agreeing to submit to the general jurisdiction of the state courts. 814 F3d at 636. The Brown court held that federal due process constrains an interpretation that "transforms a run-of-the-mill registration and appointment statute into a corporate 'consent' -perhaps unwitting-to the exercise of general jurisdiction by state courts, particularly in circumstances where the state's interests seem limited." 814 F3d at 637.