Brown v. Lockheed Martin Corp. 1

14-4083-cv
Brown v. Lockheed Martin Corp.
1
United States Court of Appeals 2
FOR THE SECOND CIRCUIT 3
______________ 4
5
August Term, 2015 6
7
(Argued: October 8, 2015 Decided: February 18, 2016) 8
9
No. 14‐4083 10
______________ 11
12
C INDY S. BROWN, as Personal Representative 13
to the Estate of Walter E. Brown, 14
15
Plaintiff‐Appellant, 16
–v.– 17
18
L OCKHEED MARTIN C ORP., individually 19
and as successor‐in‐interest to Martin‐Marietta Corp., 20
21
Defendant‒Appellee.* 22
______________ 23
B e f o r e : 24
25
PARKER , LYNCH , and C ARNEY, Circuit Judges. 26
______________ 27
28
Acting as personal representative of her late father’s estate, Plaintiff‐ 29
Appellant Cindy S. Brown appeals from a final judgment of the United States 30
District Court for the District of Connecticut (Thompson, J.) dismissing for want 31
* The Clerk of Court is respectfully directed to amend the case caption to conform to the
above.

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of personal jurisdiction her claims against Defendant-Appellee Lockheed Martin 1
Corporation. Brown―who resides in Alabama, as did her late father―seeks to 2
recover in tort from Lockheed and others for her father’s injuries related to his 3
past asbestos exposure in locations outside of Connecticut. Lockheed―which is 4
incorporated and maintains its principal place of business in Maryland―leases 5
some space and employs some workers in Connecticut. In accordance with 6
Connecticut law, it registered to do business and appointed an agent to accept 7
service in the state. Brown contends that by its registration and appointment of 8
an agent, Lockheed consented to the exercise of general jurisdiction over it by 9
Connecticut courts and that due process constraints have no bearing on the 10
exercise of jurisdiction so conferred. Brown also contends that Lockheed’s 11
contacts with Connecticut in any event suffice to support the exercise of general 12
jurisdiction over Lockheed by Connecticut courts. We decide that Lockheed did 13
not consent to the exercise of general jurisdiction over it. Apart from the effect of 14
its registration, we conclude further that, under Goodyear Dunlop Tires Operations, 15
S.A. v. Brown, 131 S. Ct. 2846 (2011), and Daimler AG v. Bauman, 134 S. Ct. 746 16
(2014), Lockheed’s contacts with Connecticut were not sufficient to support a 17
Connecticut court’s exercise of general personal jurisdiction over the company. 18
We therefore AFFIRM the judgment of the District Court dismissing Brown’s 19
claims. 20
______________
21
L ISA W. SHIRLEY (Jessica M. Dean, on the brief), Simon 22
Greenstone Panatier Bartlett, PC, Dallas, Texas, for Cindy S. 23
Brown. 24
25
D AN H IMMELFARB, Mayer Brown LLP, Washington, DC (Guy 26
P. Glazier, Brian T. Clark, Glazier Yee LLP, Los Angeles, CA; 27
Matthew J. Zamaloff, Cetrulo LLP, Boston, MA, on the brief), for 28
Lockheed Martin Corp. 29
______________
30

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3
1
C ARNEY, Circuit Judge:
We confront here a nettlesome and increasingly contentious question 2
about the import of a foreign corporation’s registration to conduct business and 3
appointment of an agent for service of process in a state for the exercise of 4
personal jurisdiction by that state’s courts over the registered corporation. Here, 5
the state is Connecticut, and the terms of its registration and appointment 6
statutes are unclear as to whether they purport to confer on the state’s courts the 7
power to exercise general jurisdiction over duly registered foreign corporations. 8
Such jurisdiction would give Connecticut courts the power to adjudicate any 9
matter concerning any registered corporation, no matter where the matter arose 10
and no matter how limited the state’s interest in the dispute.1 11
The question arises in this context: As personal representative of her 12
father’s estate, Plaintiff-Appellant Cindy S. Brown appeals from a final judgment 13
of the United States District Court for the District of Connecticut (Thompson, J.) 14
dismissing for want of personal jurisdiction the tort claims that Brown’s late 15
1 A state has such general jurisdiction over its residents; an out‐of‐state plaintiff may sue
a resident even for conduct that occurred elsewhere. In contrast, a state may exercise
specific jurisdiction even over non‐residents when the state has a particular interest in
or connection to the dispute, as for example where the suit arises from the non‐
resident’s actions in the state.

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4
father asserts against Defendant-Appellee Lockheed Martin Corporation 1
(“Lockheed”). See Brown v. CBS Corp., 19 F. Supp. 3d 390 (D. Conn. 2014). Brown 2
seeks to recover in tort from Lockheed and others for injuries suffered by her 3
father as a result of asbestos exposure sustained by him during his work as an 4
Air Force airplane mechanic in locations in Europe and around the United States, 5
but not in Connecticut. Lockheed, a major aerospace company with a worldwide 6
presence, is both incorporated and maintains its principal place of business in 7
Maryland. In 1995, it registered to do business in Connecticut and appointed an 8
agent for service, in compliance with Connecticut law. Between 2008 and 2012, it 9
leased space in four locations in Connecticut, and employed between 10
approximately 30 and 70 workers in the state. 11
Conceding the absence of any basis for the exercise of specific jurisdiction 12
over Lockheed by Connecticut courts (and, derivatively, by the federal district 13
court in Connecticut), Brown contends that Lockheed consented to having those 14
courts in Connecticut exercise general jurisdiction over it by registering—years 15
earlier—to do business in the state and appointing an agent to receive service of 16
process there. Brown also contends that, even apart from its registration in the 17
state, the Supreme Court’s recent decisions in Daimler AG v. Bauman, 134 S. Ct. 18

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746 (2014), and Goodyear Dunlop Tires Operations, S.A. v. Brown, 131 S. Ct. 2846 1
(2011), support the demand for the District Court’s exercise of general 2
jurisdiction over Lockheed in Connecticut because the company’s contacts with 3
Connecticut were “continuous and systematic” enough to place it “essentially at 4
home” in the state. Daimler, 134 S. Ct. at 761 (quoting Goodyear, 131 S. Ct. at 5
2851). 6
Lockheed resists. It argues primarily that, although by registering to do 7
business it may have consented to the state’s exercise of specific jurisdiction over 8
it, the company did not consent to the exercise of general jurisdiction there. It 9
further stresses that, even if its registration and appointment of an agent for 10
service of process could be taken as some form of consent, the exercise of general 11
jurisdiction over it by Connecticut state courts would offend the Fourteenth 12
Amendment’s guarantee of due process, in light of the gross disproportion 13
between its few Connecticut contacts and its very substantial activity worldwide. 14
The District Court dismissed the suit against Lockheed. Looking to two 15
Connecticut Appellate Court decisions, it ruled that, although those decisions 16
suggest that Lockheed’s registration under the Connecticut statutes might permit 17
it to exercise general personal jurisdiction over Lockheed, the registration 18

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statute’s power is bounded by federal due process principles developed in 1
Daimler and Goodyear. In the District Court’s estimation, those principles 2
preclude the court’s exercise of general jurisdiction over the company when the 3
company’s contacts with the state are so limited. See Brown, 19 F. Supp. 3d at 4
394, 396–400. 5
We reach the same conclusion―that the District Court did not have 6
general jurisdiction over Lockheed―albeit by a somewhat different route. First, 7
applying the due process principles of Daimler and Goodyear, we comfortably 8
conclude that Lockheed’s contacts with Connecticut, while perhaps “continuous 9
and systematic,” fall well below the high level needed to place the corporation 10
“essentially at home” in the state. Second, upon our examination of the 11
applicable Connecticut law, we conclude that by registering to transact business 12
and appointing an agent under the Connecticut statutes―which do not speak 13
clearly on this point―Lockheed did not consent to the state courts’ exercise of 14
general jurisdiction over it. A more sweeping interpretation would raise 15
constitutional concerns prudently avoided absent a clearer statement by the state 16
legislature or the Connecticut Supreme Court. 17

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7
We therefore AFFIRM the judgment of the District Court dismissing 1
Brown’s claims for want of personal jurisdiction. 2
BACKGROUND 3
The basic facts are uncontested. 4
From approximately 1950 through 1970, Cindy Brown’s father, Walter E. 5
Brown, served as an airplane mechanic in the United States Air Force, working at 6
various bases in Europe and in the United States (i.e., in Alabama, Delaware, 7
Georgia, Illinois, New Mexico, and Michigan).2 His work during those years 8
brought him into close contact with asbestos, a fibrous type of mineral once 9
widely used in insulation products and exposure to which is now understood to 10
be associated with serious health problems. 11
Walter Brown was subsequently diagnosed with malignant mesothelioma, 12
a cancer that his daughter describes as “uniquely caused” by exposure to 13
asbestos. Appellant’s Br. at 2. Seeking recompense for his injuries, in June 2012 14
Mr. Brown―then a resident of Alabama―sued Lockheed and thirteen other 15
companies in the United States District Court for the Southern District of 16
2 In that period, Brown worked briefly at a factory school operated by Pratt & Whitney
Corporation in Putnam, Connecticut. With respect to Lockheed, however, Brown does
not allege that any of his damaging exposure from the company’s products occurred in
Connecticut.

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8
Alabama. After the suit elicited a motion to dismiss on statute of limitations 1
grounds, he sought to voluntarily dismiss the case. The District Court granted 2
his request.3 3
Mr. Brown then turned to the Connecticut Superior Court, where in 4
October 2012 he filed a complaint against Lockheed and other defendants on 5
allegations that reprised those contained in his Alabama federal court complaint. 6
In response, Lockheed (citing its status as a federal contractor in the relevant 7
period) removed the action to the federal district court in Connecticut. See 28 8
U.S.C. § 1442(a). The company then moved under Federal Rule of Civil 9
Procedure 12(b)(2) to dismiss the suit for want of personal jurisdiction. 10
Walter Brown died on October 14, 2012. His death certificate identifies the 11
cause of death as mesothelioma. His daughter Cindy, the personal representative 12
of his estate, replaced Mr. Brown as plaintiff.4 13
After the parties conducted jurisdictional discovery regarding Lockheed’s 14
contacts with Connecticut, Lockheed renewed its Rule 12(b)(2) motion, and in 15
3 In dismissing the complaint, the court commented that Brown “concedes that his
motion is driven, at least in part, by the desire ‘to avoid any possibility of an adverse
ruling’ on [the statute of limitations] issue.” J.A. at 112.
4 For convenience, we will use “Brown” to refer to Walter Brown in matters occurring
when he was alive, and to refer to his daughter as the estate’s representative in matters
after her father’s death.

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May 2014, the District Court dismissed the case. Applying Connecticut law, the 1
court concluded that Lockheed was subject to the Connecticut long‐arm statute 2
by virtue of its registration to do business in the state, but that the effective reach 3
of the statute is curbed by federal due process principles. Under those 4
principles, the court ruled, Lockheed’s contacts were not substantial enough to 5
support the court’s exercise of general jurisdiction over it. 6
This appeal followed.5 7
DISCUSSION 8
We review de novo a district court’s decision to dismiss a complaint for lack 9
of personal jurisdiction. See Chloé v. Queen Bee of Beverly Hills, LLC, 616 F.3d 158, 10
163 (2d Cir. 2010). 11
In the absence of a federal statute specifically directing otherwise, and 12
subject to limitations imposed by the United States Constitution, we look to the 13
law of the forum state to determine whether a federal district court has personal 14
jurisdiction over a foreign corporation. See Fed. R. Civ. P. 4(k)(1)(A) (“Serving a 15
summons . . . establishes personal jurisdiction over a defendant [] who is subject 16
to the jurisdiction of a court of general jurisdiction in the state where the district 17
5 Because claims against other defendants remained, Brown sought and the District
Court granted partial final judgment against Lockheed under Federal Rule of Civil
Procedure 54(b), enabling this Court’s prompt review.

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court is located . . . .”); PDK Labs v. Friedlander, 103 F.3d 1105, 1108 (2d Cir. 1997) 1
(stating federal court applies forum state’s personal jurisdiction rules in federal 2
question case “if the federal statute does not specifically provide for national 3
service of process” (internal quotation marks omitted)); Arrowsmith v. United 4
Press Int’l, 320 F.2d 219, 223 (2d Cir. 1963) (en banc) (Friendly, J.) (“[T]he 5
amenability of a foreign corporation to suit in a federal court in a diversity action 6
is determined in accordance with the law of the state where the court sits, with 7
‘federal law’ entering the picture only for the purpose of deciding whether a 8
state’s assertion of jurisdiction contravenes a constitutional guarantee.”). 9
As reflected above, a court may exercise two types of personal jurisdiction 10
over a corporate defendant properly served with process. These are specific (also 11
called “case‐linked”) jurisdiction and general (or “all‐purpose”) jurisdiction. 12
Specific jurisdiction is available when the cause of action sued upon arises out of 13
the defendant’s activities in a state. General jurisdiction, in contrast, permits a 14
court to adjudicate any cause of action against the corporate defendant, wherever 15
arising, and whoever the plaintiff. See Chloé, 616 F.3d at 164; see generally Lea 16
Brilmayer, et al., A General Look at General Jurisdiction, 66 TEX . L. R EV. 721 (1988). 17
Because her father’s injuries did not arise from Lockheed’s activities in 18

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Connecticut, to withstand Lockheed’s motion to dismiss for want of personal 1
jurisdiction, Brown must establish that a Connecticut court may exercise general 2
jurisdiction over Lockheed. 3
Unlike subject matter jurisdiction, “the requirement of personal 4
jurisdiction represents first of all an individual right, [and therefore] it can, like 5
other such rights, be waived.” Ins. Corp. of Ireland v. Compagnie des Bauxites de 6
Guinee, 456 U.S. 694, 703 (1982) (“Bauxites”). A defendant may also forfeit its 7
objections to personal jurisdiction by failing to raise them timely in the answer or 8
in an initial motion. See Fed. R. Civ. P. 12(h)(1). Forfeiture of an objection may 9
be imposed by a court as a sanction against a defendant for noncompliance with 10
jurisdictional discovery orders. See Bauxites, 456 U.S. at 708–09. Also, unlike 11
subject matter jurisdiction, a party may simply consent to a court’s exercise of 12
personal jurisdiction: for example, an entity may contract or stipulate with 13
another to permit proceedings in a state’s courts, notwithstanding the 14
remoteness from the state of its operations and organization. E.g., Nat’l Equip. 15
Rental, Ltd. v. Szukhent, 375 U.S. 311, 316 (1964) (noting that “parties to a contract 16
may agree in advance to submit to the jurisdiction of a given court”); Petrowski v. 17

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Hawkeye‐Sec. Ins. Co., 350 U.S. 495, 495–96 (1956) (per curiam) (relying on parties’ 1
stipulation to sustain exercise of personal jurisdiction). 2
Whether specific or general, however, the exercise of personal jurisdiction 3
over a defendant is informed and limited by the U.S. Constitution’s guarantee of 4
due process, which requires that any jurisdictional exercise be consistent with 5
“traditional notions of fair play and substantial justice.” International Shoe Co. v. 6
Washington, 326 U.S. 310, 316 (1945) (internal quotation marks omitted). In 7
particular, constitutional due process principles generally restrict the power of a 8
state to endow its courts with personal jurisdiction over foreign corporate 9
parties―that is, entities neither organized under the state’s laws nor operating 10
principally within its bounds―with regard to matters not arising within the 11
state. See Goodyear, 131 S. Ct. at 2850. 12
Brown’s arguments in pressing for the District Court’s exercise of general 13
jurisdiction over Lockheed are twofold. First, she maintains that a corporation 14
that registers to do business and appoints an agent to receive service in 15
Connecticut has, as a matter of Connecticut law and by application of Supreme 16
Court precedent in Pennsylvania Fire Insurance Co. of Philadelphia v. Gold Issue 17
Mining & Milling Co., 243 U.S. 93 (1917) (“Pennsylvania Fire”), “consented” to the 18

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exercise of general jurisdiction over it by that state’s courts. Second, Brown 1
urges us to conclude that, even if we determine that Lockheed’s registration does 2
not amount to such consent under Connecticut law, the company’s contacts with 3
the state are so “continuous and systematic” that exercising general jurisdiction 4
over Lockheed in the state offends no constitutional principle because Lockheed 5
can fairly be described as “essentially at home” in Connecticut. Daimler, 134 S. 6
Ct. at 761 (quoting Goodyear, 131 S. Ct. at 2851). If she is correct, the federal 7
courts within the District of Connecticut would accordingly have coextensive 8
jurisdiction over Lockheed, since their jurisdiction derives from that of the state 9
courts. See Fed. R. Civ. P. 4(k)(1)(A). 10
For the reasons discussed below, we are not persuaded by either of 11
Brown’s arguments. We caution, too, that to accord a broader effect of the 12
Connecticut registration and agent‐appointment statute would implicate Due 13
Process and other constitutional concerns―concerns made more acute in the 14
absence of a defendant corporation’s explicit consent to the state’s powers. 15
Given these constitutional concerns, we find it prudent―in the absence of a 16
controlling interpretation by the Connecticut Supreme Court, or a clearer 17
legislative mandate than Connecticut law now provides―to decline to construe 18

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the state’s registration and agent‐appointment statutes as embodying actual 1
consent by every registered corporation to the state’s exercise of general 2
jurisdiction over it. 3
In an early exploration of the subject in our Circuit, Judge Friendly 4
highlighted the federal constitutional boundaries of states’ jurisdictional powers: 5
There is nothing to compel a state to exercise jurisdiction over a 6
foreign corporation unless it chooses to do so, and the extent to 7
which it so chooses is a matter for the law of the state as made 8
by its legislature. If the state has purported to exercise 9
jurisdiction over the foreign corporation, then the question may 10
arise whether such attempt violates the due process clause or 11
the interstate commerce clause of the federal constitution. This 12
is a federal question and, of course, the state authorities are not 13
controlling. But it is a question which is not reached for 14
decision until it is found that the State statute is broad enough 15
to assert jurisdiction over the defendant in a particular 16
situation. 17
Arrowsmith, 320 F.2d at 222 (citations omitted) (quoting Pulson v. American Rolling 18
Mill Co., 170 F.2d 193, 194 (1st Cir. 1948) (Goodrich, J.)). Cautioned in part by 19
these constitutional concerns, we conclude that the ambiguous Connecticut 20
statute at issue here was not “broad enough”―or clear enough―to raise those 21
questions. 22
23

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I. General jurisdiction under Goodyear and Daimler 1
Because it is the more familiar analysis and because it sets the stage for 2
discussing the second issue, we first address Brown’s argument that Lockheed is 3
subject to general jurisdiction in Connecticut by virtue of the totality of its 4
contacts with the state. We conclude that, although they might have sufficed 5
under the more forgiving standard that prevailed in the past, Lockheed’s 6
contacts fail to clear the high bar set by Daimler to a state’s exercise of general 7
jurisdiction over a foreign corporation.6 8
A. The legal standard: “essentially at home” in a state 9
Daimler, issued in 2014, concerned a suit brought by Argentinian residents 10
in California federal court against the German corporation Daimler, the 11
manufacturer of Mercedes‐Benz automobiles. The foreign national plaintiffs 12
sought damages from Daimler under federal statutory law on the theory that a 13
Daimler subsidiary in Argentina unlawfully aided the commission of horrific 14
human rights violations against them in that country. They alleged that the 15
federal district court in California could exercise general jurisdiction over 16
6 We use the phrase “foreign corporation” to mean an organization incorporated under
the laws of a state other than the forum state. Accord Conn. Gen. Stat. § 33‐602(15).
With one brief exception, see post Part I.B, we do not discuss a state’s assertion of
jurisdiction over corporations organized under the laws of other countries.

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Daimler because of the “substantial, continuous, and systematic” contacts in 1
California of a second Daimler subsidiary. 134 S. Ct. at 761. The second 2
subsidiary was neither incorporated in California nor did it maintain its principal 3
place of business there, id. at 761, but it was alleged to operate “multiple 4
California‐based facilities” and to be “the largest supplier of luxury vehicles to 5
the California market”―a market that allegedly accounted for “over 10% of all 6
sales of new vehicles in the United States.” Id. at 752. 7
For purposes of its jurisdictional analysis, the Court assumed that the 8
second subsidiary’s activities rendered that entity “essentially at home” in 9
California, id. at 758, and that its activities could be fully attributed to Daimler, id. 10
at 760. Even having made those assumptions, however, the Court rejected the 11
contention that Daimler was subject to general personal jurisdiction in the state. 12
It explained that the general jurisdiction inquiry “is not whether a foreign 13
corporation’s in‐forum contacts can be said to be in some sense continuous and 14
systematic,” but rather, stressing the second part of the test earlier formulated in 15
Goodyear, “whether that corporation’s affiliations with the State are so continuous 16
and systematic as to render it essentially at home in the forum.” Id. at 761 (emphasis 17
added; alterations and internal quotation marks omitted). A corporation is 18

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“essentially at home,” the Court instructed, where it is incorporated or where it 1
has its principal place of business. Id. at 760. Only in the “exceptional” case will 2
another jurisdiction be entitled to exercise such sweeping powers as the use of its 3
adjudicatory authority to decide matters unrelated to its citizens or to affairs 4
within its borders. Id. at 761 n.19. As the Court explained earlier in Goodyear: “A 5
corporation’s ‘continuous activity of some sorts within a state ‘ . . . ‘is not enough 6
to support the demand that the corporation be amenable to suits unrelated to 7
that activity.’” 131 S. Ct. at 2856 (quoting Int’l Shoe, 326 U.S. at 318). 8
Although Brown urges that the test is not so restrictive, in our view 9
Daimler established that, except in a truly “exceptional” case, a corporate 10
defendant may be treated as “essentially at home” only where it is incorporated 11
or maintains its principal place of business―the “paradigm” cases. See In re 12
Roman Catholic Diocese of Albany, N.Y., Inc., 745 F.3d 30, 39–41 (2d Cir. 2014) 13
(recognizing restrictions voiced by Supreme Court in Daimler). And at least three 14
of our sister circuits have agreed with this reading of Daimler. See Kipp v. Ski 15
Enter. Corp. of Wis., 783 F.3d 695, 698 (7th Cir. 2015) (noting Goodyear and Daimler’s 16
“stringent criteria”); Martinez v. Aero Caribbean, 764 F.3d 1062, 1070 (9th Cir. 2014) 17
(“Daimler makes clear the demanding nature of the standard for general personal 18

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jurisdiction over a corporation.”), cert denied, 135 S. Ct. 2310 (2015); Monkton Ins. 1
Servs., Ltd. v. Ritter, 768 F.3d 429, 432 (5th Cir. 2014) (noting, in light of Daimler, 2
that it is “incredibly difficult to establish general jurisdiction in a forum other 3
than the place of incorporation or principal place of business”).7 4
Brown thus bears a heavy burden when she asserts that Lockheed’s 5
presence in Connecticut presents such an “exceptional” case. 6
B. Lockheed’s activities in Connecticut 7
After jurisdictional discovery, Brown assembled the following undisputed 8
facts about Lockheed’s operations in Connecticut. 9
The company has had a physical presence in the Constitution State for 10
over three decades, since 1982. It obtained a formal certificate to do business in 11
the state in 1995. Significantly, it does not own property in the state, but it has 12
leased the same 9,000 square foot building in New London since at least 1997, 13
and has run operations at three other leased locations in the jurisdiction from 14
2008 through 2012 (the period identified by the District Court as the focus of 15
7 Offsetting the apparent harshness of this rule’s effects, the Court explained its
expectation that its ruling, while restrictive of general jurisdiction, still left plaintiffs
with an adjudicatory forum by recourse to specific jurisdiction of courts in states
bearing a relationship to the cause of action. See Daimler, 134 S. Ct. at 758 n.10.

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jurisdictional discovery).8 Lockheed has employed between approximately 30 1
and 70 workers in the state in the years from 2008 through 2012.9 Over the same 2
period, Lockheed derived about $160 million in revenue for its Connecticut‐ 3
based work, and paid Connecticut taxes on that revenue. 4
Citing these facts and pointing also to its registration to transact business 5
(of which more, below), Brown argues that Lockheed’s conduct in Connecticut 6
was both continuous and systematic, rendering it amenable to the general 7
jurisdiction of the state’s courts. As legal support, Brown relies primarily on this 8
Court’s decision in Wiwa v. Royal Dutch Petroleum Co., 226 F.3d 88 (2d Cir. 2000), 9
8 We have held that “[i]n general jurisdiction cases, district courts should examine a
defendant’s contacts with the forum state over a period that is reasonable under the
circumstances—up to and including the date the suit was filed.” Metro. Life Ins. Co. v.
Robertson‐Ceco Corp., 84 F.3d 560, 569–70 (2d Cir. 1996). Although we established this
rule pre‐Daimler, when the “continuous and systematic” standard governed exercise of
general jurisdiction, see id., we see nothing in Daimler to suggest a different relevant
time frame for our jurisdictional analysis here. We make this observation, still, in light
of Lockheed’s $9 billion acquisition—well after the filing of the instant complaint—of a
large Connecticut‐based business, Sikorsky Aircraft. See Mara Lee, Lockheed Martin
Finalizes Sikorsky Purchase, HARTFORD C OURANT (Nov. 6, 2015),
http://www.courant.com/business/hc‐sikorsky‐lockheed‐martin‐20151106‐story.html
(last visited Jan. 25, 2016). Sikorsky Aircraft operations have long been based in
Connecticut and owned by United Technologies Corporation, also based in Connecticut.
Nonetheless, and without deciding the question (which the parties have not briefed),
we see no reason to believe that the acquisition would alter our conclusion that this is
not an “exceptional case” such as would merit setting aside Daimler’s paradigm cases.
9 During 2008 through 2012, it also carried workers’ compensation insurance on its
Connecticut employees, and defended eight lawsuits in the state.

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and the Supreme Court’s 1984 decision in Helicopteros Nacionales de Colombia, S.A. 1
v. Hall, 466 U.S. 408 (1984). Proceeding further in this vein, Brown asserts that 2
“[c]ourts commonly find the existence of continuous and systemic contacts when 3
there is evidence that the defendant has established an office or facility in the 4
forum state,” and identifies District Court decisions from around the country in 5
support.10 Appellant’s Br. at 25–26. Looking as well at the “exceptional case” 6
carve‐out in Daimler, Brown argues further that, because Lockheed has had some 7
kind of physical presence in Connecticut for “at least 30 years,” Appellant’s Br. at 8
27, its contacts place it among those “exceptional cases” in which a foreign 9
corporation is ”essentially at home” in a state other than its state of incorporation 10
or principal place of business. 11
Brown had a stronger, if not ultimately persuasive, argument on this score 12
in 2012, when suit was filed. At that time, the Court’s 2011 decision in Goodyear 13
seemed to have left open the possibility that contacts of substance, deliberately 14
undertaken and of some duration, could place a corporation “at home” in many 15
10 Brown cites Erb v. Roadway Express, Inc., No. 05‐0011, 2005 WL 1215955 (M.D. Pa. Apr.
19, 2005); Inversiones Inmobiliarias el Bosque, S.A. v. Transtainer Corp., No. 03‐0962, 2004
WL 325615 (E.D. La. Feb. 18, 2004); Sys. Material Handling Co. v. Greenstein, 84 F. Supp.
2d 1203 (D. Kan. 2000); WMW Mach., Inc. v. Werkzeugmaschinenhandel GmbH IM Aufbau,
960 F. Supp. 734 (S.D.N.Y. 1997); United States v. Nippon Paper Indus. Co., 944 F. Supp. 55
(D. Mass. 1996), rev’d on other grounds, 109 F.3d 1 (1st Cir. 1997); Lane v. Vacation Charters,
Ltd., 750 F. Supp. 120 (S.D.N.Y. 1990).

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locations. But Daimler, decided in 2014, considerably altered the analytic 1
landscape for general jurisdiction and left little room for these arguments. 2
Emphasizing that “[i]t is one thing to hold a corporation answerable for 3
operations in the forum State, quite another to expose it to suit on claims having 4
no connection whatever to the forum State,” Daimler, 134 S. Ct. at 761 n.19 5
(citation omitted), the Court cautioned that a corporation “that operates in many 6
places can scarcely be deemed at home in all of them.” Id. at 762 n.20. And so, 7
when a corporation is neither incorporated nor maintains its principal place of 8
business in a state, mere contacts, no matter how “systematic and continuous,” 9
are extraordinarily unlikely to add up to an “exceptional case.” 10
Indeed, the Daimler Court cited only its decision in Perkins v. Benguet 11
Consolidated Mining Co., 342 U.S. 437 (1952), as an example of an “exceptional 12
case.” Daimler, 134 S. Ct. at 761 n.19. In Perkins, the defendant company’s 13
principal place of business was―temporarily, because of wartime 14
circumstances―in Ohio, where it was sued. See Perkins, 342 U.S. at 419–20. The 15
Court deemed the place of service in those unusual circumstances “a surrogate 16
for the place of incorporation or head office.” Daimler, 134 S. Ct. at 756 n.8 17
(quoting Arthur T. von Mehren & Donald T. Trautman, Jurisdiction to Adjudicate: 18

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22
A Suggested Analysis, 79 H ARV. L. R EV. 1121, 1144 (1966)). On that basis alone, it 1
permitted the Ohio court’s exercise of general jurisdiction over the company. 2
Lockheed’s contacts with Connecticut fall far short of establishing a “surrogate 3
principal place of business” such as the Court found in Perkins. 4
Wiwa and the cited district court decisions preceded both Goodyear and 5
Daimler, and thus offer little support today for Brown’s position. Further, the 6
Daimler Court instructed that in assessing the extent of a corporation’s contacts in 7
a state for general jurisdiction purposes, we must assess the company’s local 8
activity not in isolation, but in the context of the company’s overall activity: the 9
general jurisdiction inquiry “does not focus solely on the magnitude of the 10
defendant’s in‐state contacts,” but “calls for an appraisal of a corporation’s 11
activities in their entirety, nationwide and worldwide.” Daimler, 134 S. Ct. at 762 12
n.20 (alterations and internal quotation marks omitted). 13
Applying that directive, we see that Lockheed’s business in Connecticut, 14
while not insubstantial, constitutes only a very small part of its portfolio. For 15
example, in each of the years from 2008 through 2012, when suit was filed, its 16
Connecticut‐based employees represented less than 0.05% of Lockheed’s full 17
workforce. The $160 million in gross revenue that Lockheed derived from its 18

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23
Connecticut operations over five years never exceeded 0.107% of the company’s 1
total annual revenue. These shares are far less than those associated with the 2
subsidiary and attributed to the German parent for the purposes of the Supreme 3
Court’s analysis in Daimler. See id. at 752 (noting subsidiary’s California sales 4
made up 2.4% of Daimler’s worldwide sales). 5
Brown observes that in Daimler, the Supreme Court “addressed personal 6
jurisdiction in an international context that is not present in this case,” intimating 7
that the Daimler analysis should not govern this case. Appellant’s Br. at 29. It is 8
true that the ruling was made in the context of a foreign‐country corporation and 9
a United States‐based subsidiary as well as non‐citizen plaintiffs. But the Court 10
in Daimler simply did not limit its jurisdictional ruling as Brown suggests: for 11
example, it made explicit reference to “sister‐state” corporations and drew no 12
distinction in its reasoning between those and foreign‐country corporations. See, 13
e.g., 134 S. Ct. at 754 (“[A] court may assert general jurisdiction over foreign 14
(sister‐state or foreign‐country) corporations . . . when their affiliations with the 15
State are so continuous and systematic as to render them essentially at home in 16
the forum State.” (internal quotation marks omitted) (emphasis added)); id. at 17
773 n.12 (Sotomayor, J., concurring in the judgment) (“[T]he principle announced 18

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24
by the majority would apply equally to preclude general jurisdiction over a U.S. 1
company that is incorporated and has its principal place of business in another 2
U.S. State.”). And post‐Daimler, we so held. See In re Roman Catholic Diocese, 745 3
F.3d at 40–41 (observing that, in Daimler, “[t]he Supreme Court explicitly 4
rejected . . . an expansion of general jurisdiction” that would result in “foreign‐ 5
state and foreign‐country corporations [being] found ‘at home’ essentially 6
anywhere, based on the briefest and most trivial of contacts” (emphasis added)). 7
We perceive no sound basis for restricting Daimler’s (or Goodyear’s) teachings to 8
suits brought by international plaintiffs against international corporate 9
defendants. 10
Finally, Brown argues that, notwithstanding the principles articulated in 11
Daimler, Connecticut courts may exercise general jurisdiction over Lockheed 12
because such an exercise would be consistent with the “reasonableness factors” 13
set forth in Asahi Metal Industry Co. v. Superior Court of California, Solano County, 14
480 U.S. 102 (1987). But Asahi concerned specific, not general jurisdiction. See 15
Daimler, 134 S. Ct. at 762 n.20 (observing that the “multipronged reasonableness 16
check . . . articulated in Asahi . . . [was not] a free‐floating test. Instead, the check 17
was to be essayed when specific jurisdiction is at issue.” (emphasis in original)). 18

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25
As the Daimler Court observed in rejecting the same argument, “[w]hen a 1
corporation is genuinely at home in the forum State . . . [the Asahi] second‐step 2
inquiry would be superfluous.” Id. Accordingly, this argument has no purchase 3
here. 4
In short: Lockheed’s contacts with Connecticut fall far short of the 5
relationship that Due Process requires, under Daimler and Goodyear, to permit the 6
exercise of general jurisdiction over Lockheed by Connecticut courts. Indeed, 7
given that it is common for corporations to have presences in multiple states 8
exceeding that of Lockheed in Connecticut, general jurisdiction would be quite 9
the opposite of “exceptional” if such contacts were held sufficient to render the 10
corporation “at home” in the state. 11
II. The import of Lockheed’s registration in Connecticut 12
In 1995, Lockheed registered to do business in Connecticut. It appointed 13
an agent for service of process, and its agent was served with process in this suit 14
on October 11, 2012. Brown contends that, by these actions, Lockheed consented 15
to the jurisdiction of Connecticut courts for all purposes, including this suit. 16
Connecticut courts have left no doubt (as the District Court emphasized 17
and as Judge Friendly admonished, above) that the state’s trial courts may 18

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26
exercise jurisdiction over a foreign defendant “only if the defendant’s intrastate 1
activities meet the requirements both of [the state’s long‐arm] statute and of the 2
due process clause of the federal constitution.” Brown, 19 F. Supp. 3d at 393 3
(quoting Thomason v. Chem. Bank, 234 Conn. 281, 285–86 (1995) (emphasis added) 4
(alteration in original)). We thus determine first whether the state law permits 5
the trial court’s exercise of jurisdiction over the defendants; “[o]nly if personal 6
jurisdiction has attached under state law do we reach the constitutional question 7
of whether due process is offended thereby.” U.S. Trust Co. v. Bohart, 197 Conn. 8
34, 39 (1985) (Peters, C.J.). Important here, Connecticut recognizes that personal 9
jurisdiction “may be created through consent or waiver.” Id. (citing Bauxites, 456 10
U.S. at 703–04). 11
Brown relies primarily on a 2009 decision of the Connecticut Appellate 12
Court and the Supreme Court’s 1917 ruling in Pennsylvania Fire to establish her 13
position that, by registering and maintaining an agent for service of process in 14
the state, Lockheed actually consented to the exercise of general personal 15
jurisdiction over it. She further argues that the constitutional due process 16
guarantee has been satisfied by Lockheed’s consent. For its part, Lockheed 17
denies that by registering to do business in Connecticut it submitted to the 18

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27
general jurisdiction of the Connecticut courts. It asserts, further, that―as far as 1
reported cases reveal―no Connecticut court has ever exercised general 2
jurisdiction over an out‐of‐state corporation on a matter brought by an out‐of‐ 3
state plaintiff who attempts to assert a cause of action arising out‐of‐state. 4
For the reasons discussed below, we conclude that Lockheed has the better 5
of the argument. 6
A. Registration as a basis for general jurisdiction: some background 7
In Pennoyer v. Neff, 95 U.S. 714 (1878), the Supreme Court established that a 8
state’s jurisdiction reached only as far as its geographic boundaries. See id. at 722 9
(“[N]o State can exercise direct jurisdiction and authority over persons or 10
property without its territory.”). Following this principle, “in the absence of a 11
waiver[,] the presence of the defendant within the state was a necessary 12
prerequisite to a court’s asserting personal jurisdiction over him.” 4 Wright, 13
Miller & Kane, F EDERAL PRACTICE & PROCEDURE § 1064 (4th ed. 2010). 14
The need for a defendant’s physical presence in a state fit awkwardly, 15
however, with 19th century ideas about corporations. Corporations, of course, 16
are intangible and artificial entities that exist only because of their recognition by 17
the law of a particular jurisdiction—usually, in the United States, a state. In the 18

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28
19th century, the Supreme Court accordingly took the view that a corporation 1
was “present” only in its state of incorporation. See Bank of Augusta v. Earle, 38 2
U.S. (13 Pet.) 519, 588 (1839) (“[A] corporation can have no legal existence out of 3
the boundaries of the sovereignty by which it is created. It exists only in 4
contemplation of law, and by force of the law; and where that law ceases to 5
operate, and is no longer obligatory, the corporation can have no existence.”). As 6
a leading treatise explains, “[T]he then prevalent notion of territorial jurisdiction 7
simply would not permit the assertion of jurisdiction in states in which a 8
corporation was engaged in business, no matter how extensive that business 9
might be.” Wright, Miller & Kane, supra, § 1066; see also Charles W. “Rocky” 10
Rhodes, Nineteenth Century Personal Jurisdiction Doctrine in a Twenty‐First Century 11
World, 64 F LA. L. R EV. 387, 436 (2012) (“Corporate registration and appointment 12
statutes first appeared in the mid‐nineteenth century in response to the common 13
law understanding that a corporation had no existence outside its state of 14
incorporation.”). 15
Business registration statutes such as Connecticut’s were enacted primarily 16
to allow states to exercise jurisdiction over corporations that, although not 17
formed under its laws, were transacting business within a state’s borders and 18

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29
thus potentially giving rise to state citizens’ claims against them. See Morris & 1
Co. v. Skandinavia Ins. Co., 279 U.S. 405, 408–09 (1929) (“The purpose of state 2
statutes requiring the appointment by foreign corporations of agents upon whom 3
process may be served is primarily to subject them to the jurisdiction of local 4
courts in controversies growing out of transactions within the state.” (emphasis 5
added)); Robert Mitchell Furniture Co. v. Selden Breck Constr. Co., 257 U.S. 213, 215 6
(1921) (“The purpose in requiring the appointment of such an agent is primarily 7
to secure local jurisdiction in respect of business transacted within the State.” 8
(emphasis added)). The jurisdiction thus created―subject to satisfaction of 9
certain procedural and other requirements―is now generally known as 10
“specific” personal jurisdiction. 11
Business registration statutes therefore conditioned a corporation’s 12
authority to do business in a state on its maintenance of an appointed agent 13
within the state to accept service. Pointing to the acceptance of service by an in‐ 14
state agent appointed by the corporation, a state could tenably argue that the 15
corporation had voluntarily consented to jurisdiction there and that, 16
notwithstanding Earle, it was “present” in the state because it maintained an 17
agent there. See, e.g., Meir Feder, Goodyear, ʺHome,ʺ and the Uncertain Future of 18

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30
Doing Business Jurisdiction, 63 S.C. L. R EV. 671, 682 (2012) (noting “courts 1
developed several overlapping theories to harmonize [] assertions of jurisdiction 2
with the Pennoyer framework,” including that “a corporation that was 3
sufficiently active in the forum state was thereby ‘present’ . . . or could be 4
deemed to have implicitly consented to jurisdiction there”); von Mehren & 5
Trautman, supra, at 1142 (recognizing that “the formulas current before 6
International Shoe [] emphasized consent, presence, and doing business” (footnote 7
omitted)). 8
The Supreme Court upheld the exercise of jurisdiction under the business 9
registration statutes on a consent analysis similar to, but narrower than, that now 10
put forward by Brown. 11 At the time when corporations first began to operate in 11
multiple jurisdictions, the prevailing view was that a corporation had no 12
inherent right to do business in a foreign state since it was not a “citizen” of that 13
state within the meaning of the Privileges and Immunities Clause in Article IV. 14
See Wright, Miller & Kane, supra, § 1066. A state could thus “impose as a 15
11 The Supreme Court also upheld registration statutes as a basis for exercising
jurisdiction over non‐resident corporations on a theory that a foreign corporation was
“present,” or “doing business” within the state. See, e.g., Int’l Harvester Co. of Am. v.
Kentucky, 234 U.S. 579, 589 (1914) (“We are satisfied that the presence of a corporation
within a state necessary to the service of process is shown when it appears that the
corporation is there carrying on business . . . .”).

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31
condition upon which a foreign corporation shall be permitted to do business . . . 1
that in any litigation arising out of its transactions in the State, it will accept as 2
sufficient the service of process on its agents or persons specifically designated.” 3
St. Clair v. Cox, 106 U.S. 350, 356 (1882) (emphasis added); see also Lafayette Ins. Co. 4
v. French, 59 U.S. (18 How.) 404, 407 (1855) (“A corporation created by Indiana 5
can transact business in Ohio only with the consent . . . of the latter State. This 6
consent may be accompanied by such conditions as Ohio may think fit to 7
impose . . . .” (citation omitted)). 8
A corporation’s “consent” through registration has thus always been 9
something of a fiction, born of the necessity of exercising jurisdiction over 10
corporations outside of their state of incorporation: Consent was perhaps more 11
of a promise, fairly extracted, to appear in state court on actions by a state’s 12
citizens arising from the corporation’s operations in the jurisdiction. See St. Clair, 13
106 U.S. at 356 (upholding registration statute because a state may “impose . . . 14
condition[s]” on the privilege of “do[ing] business within her limits” (emphasis 15
added)); Lafayette, 59 U.S. (18 How.) at 407 (“It cannot be deemed unreasonable 16
that the State of Ohio should endeavor to secure to its citizens a remedy . . . nor 17
that proper means should be used to compel foreign corporations . . . to answer 18

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32
[in Ohio] for the breach of their contracts . . . there made and to be performed.” 1
(emphasis added)).12 2
B. The Connecticut registration statute and related provisions 3
The current Connecticut registration statute generally requires that 4
“foreign corporation[s]” desiring to “transact business” in the state obtain a 5
certificate of authority from the Secretary of State to do so. Conn. Gen. Stat. 6
§ 33‐920. In a separate provision, Connecticut law requires that a foreign 7
corporation authorized to transact business “continuously maintain . . . [a] 8
registered office . . . and [] a registered agent” in the state, and provides that the 9
company may elect to have the Secretary of State of Connecticut serve as that 10
12 With similar concerns and aims, states also provided a legal mechanism to serve a
corporation doing business in a state but which had not appointed an in‐state agent, in
violation of that state’s registration and agent‐appointment statutes. For example, a
state might permit a plaintiff instead to serve the secretary of state, and deem the
corporation to have impliedly consented to such service. See Simon v. S. Ry. Co., 236 U.S.
115, 117 (1915) (construing Louisiana statute which gave such service on secretary of
state “the same validity as if such corporation had been personally served” (internal
quotation marks omitted)). The Supreme Court held this service upon an involuntarily
designated agent to be effective only for causes of action arising out of the corporation’s
business in that state—i.e., only to acquire specific jurisdiction. See id. at 130–32; see also
Old Wayne Mut. Life Ass’n v. McDonough, 204 U.S. 8, 22 (1907) (“[B]y going into
Pennsylvania, without first complying with its statute, the defendant association may be
held to have assented to the service upon the insurance commissioner of process in a
suit . . . in respect of business transacted by it in that commonwealth, [but] such assent
cannot properly be implied where . . . the business was not transacted in
Pennsylvania.”).

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33
agent. Id. § 33‐926. A corporation that transacts business in Connecticut without 1
a certificate of authority may not bring suit in the state, and will be liable for a 2
monthly fine and related penalties in addition to the fees and taxes that it would 3
have had to pay had it properly registered. Id. § 33‐921(a), (d). 4
Section 33‐929, “Service of process on foreign corporations,” is part of 5
Connecticut’s long‐arm statute. As relevant here, it provides: 6
The registered agent of a foreign corporation authorized to 7
transact business in this state is the corporation’s agent for 8
service of process, notice or demand required or permitted by 9
law to be served on the foreign corporation. 10
11
Id. § 33‐929(a). A corporation that transacts business in Connecticut without a 12
certificate of authority is expressly made subject to suit in the state for “any cause 13
of action arising out of such business.” Id. § 33‐929(e). The statute further 14
advises that every foreign corporation is subject to suit in Connecticut by certain 15
persons on certain matters, as follows: 16
by a resident of this state or by a person having a usual place of 17
business in this state, whether or not such foreign corporation 18
is transacting or has transacted business in this state and 19
whether or not it is engaged exclusively in interstate or foreign 20
commerce, on any cause of action arising as follows: (1) Out of 21
any contract made in this state or to be performed in this state; 22
(2) out of any business solicited in this state by mail or 23
otherwise . . . ; (3) out of the production, manufacture or 24
distribution of goods by such corporation with the reasonable 25

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34
expectation that such goods are to be used or consumed in this 1
state . . . ; or (4) out of tortious conduct in this state . . . . 2
3
Id. § 33‐929(f). After addressing in subsection (g) certain situations in which it 4
permits service to be made on a corporation at its principal office, § 33‐929 closes 5
with subsection (h), which advises “This section does not prescribe the only 6
means, or necessarily the required means, of serving a foreign corporation.” Id. 7
§ 33‐929(h). 8
The statute thus provides for service of process on foreign corporations, 9
and appears designed to confer what can fairly be characterized as specific 10
jurisdiction in primarily two provisions: § 33‐929(e) (unregistered corporation 11
“subject to suit” in the state with respect to causes of action “arising out of” its 12
business in the state) and § 33‐929(f) (corporations “subject to suit in the state” on 13
listed causes of action related to in‐state matters). Section 33‐929 nowhere 14
expressly provides that foreign corporations that register to transact business in 15
the state shall be subject to the “general jurisdiction” of the Connecticut courts or 16
directs that Connecticut courts may exercise their power over registered 17
corporations on any cause asserted by any person. Indeed, it appears to limit the 18
ability of out‐of‐state plaintiffs to proceed against foreign corporations registered 19
in Connecticut even with respect to certain listed matters bearing a connection to 20

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35
Connecticut. See id. § 33‐929(f) (allowing suit only by residents of Connecticut 1
and “person[s] having a usual place of business in this state”). 2
What it does provide is that the registered agent of a foreign corporation 3
“is the [] agent for service of process, notice or demand required or permitted by law 4
to be served on the foreign corporation.” Id. § 33‐929(a) (emphasis added). To our 5
reading, this provision neither issues an open invitation nor expressly limits the 6
matters as to which process may be served. Nor does it speak to the relationship 7
between process so served and the state courts’ jurisdiction.13 The statute simply 8
does not describe what process may be “permitted by law.” 9
C. Connecticut judicial interpretations of the statute 10
The Connecticut Supreme Court has yet to give a definitive interpretation 11
of the jurisdictional import of Connecticut’s registration and agent‐appointment 12
statutes. 13
But several years before the United States Supreme Court‘s decision in 14
Daimler, the Connecticut Appellate Court accorded a surprisingly broad 15
interpretation to the state’s registration statute, one that unmistakably raises due 16
13 Under Federal Rule of Civil Procedure 4(k), “Territorial Limits of Effective Service,”
service of process does not by itself confer personal jurisdiction over a defendant: “In
[g]eneral,” the defendant must also be “subject to the jurisdiction of a court of general
jurisdiction in the state where the district court is located,” unless otherwise authorized
by federal statute or certain other joinder provisions are satisfied. Fed. R. Civ. P. 4(k)(1).

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36
process and (as Judges Friendly and Goodrich noted) other federal constitutional 1
concerns. In Talenti v. Morgan & Brother Manhattan Storage Co., 968 A.2d 933 2
(Conn. App. Ct. 2009), certification denied, 292 Conn. 908 (2009),14 the Connecticut 3
Appellate Court declared that registering to do business in the state means 4
submitting to the general jurisdiction of the state courts: 5
[W]hen a foreign corporation . . . obtain[s] a certificate of authority 6
and . . . authoriz[es] a public official to accept service of process, it 7
has consented to the exercise of jurisdiction over it by the courts of 8
this state. This consent is effective even though no other basis exists for 9
the exercise of jurisdiction over the corporation. Such a corporation has 10
purposely availed itself of the privilege of conducting activities 11
within this state, thus invoking the benefits and protections of its 12
laws. . . . Therefore, the defendant has voluntarily consented to the 13
personal jurisdiction of it by the courts of this state. 14
15
Id. at 940–41 (alterations, citations, footnotes, and internal quotation marks 16
omitted; emphasis added). It further concluded in a footnote that because “the 17
defendant has consented to jurisdiction, the exercise of jurisdiction by the court 18
does not violate due process” and “the court does not need to undertake an 19
analysis of any constitutional due process issues.” Id. at 941 n.14. 20
The language of the Talenti court, while relying in part on commentary 21
14 In Connecticut, “it is well established that the denial of a petition for certification to
appeal does not signify that [the Connecticut Supreme Court] approves of or affirms the
decision or judgment of the Appellate Court.” Hylton v. Gunter, 313 Conn. 472, 477 n.5
(2014) (internal quotation marks omitted).

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37
drawn from an earlier Appellate Court decision,15 appears to us to have been 1
significantly broader than the factual setting before it warranted: among other 2
factors, the corporate defendant in Talenti was alleged to have a principal place of 3
business in Connecticut, and the corporation’s vice‐president had been served at 4
his home in Connecticut, either of which alone was sufficient under Connecticut 5
law to provide jurisdiction. See id. at 941 (noting that “in an action against a 6
foreign corporation, service of process may be made on its vice president” and 7
that “[t]he court . . . acquired personal jurisdiction” in this manner). Finally, the 8
cause of action at issue in Talenti appears to have arisen in 9
Connecticut―providing yet another basis for exercising specific jurisdiction over 10
the corporate defendant. See id. at 935. But at least one Connecticut trial court 11
has duly taken the Appellate Court (including its footnote) at its word, exercising 12
general jurisdiction over corporate defendants on the basis of their registration to 13
do business in the state, without further analysis.16 14
15 In support, the Talenti court cited the earlier decision of the same intermediate
appellate court in Wallenta v. Avis Rent A Car System, Inc., 522 A.2d 820 (Conn. App. Ct.
1987). But the Wallenta court made clear that its commentary was subject to “the next
question to be resolved”: “whether the assertion of such personal jurisdiction offends
due process.” Id. at 824. The Talenti court’s dismissal of the constitutional question was
thus less than fully supported.
16 E.g., Lake Road Tr., Ltd. v. ABB, Inc., No. 04‐106016502, 2011 WL 1734458, at *6 (Conn.
Super. Ct. Apr. 11, 2011) (commenting, when defendant had registered to do business in

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38
D. A different reading, and federal constitutional concerns 1
The Talenti court’s dicta have been questioned in light of federal due 2
process (and other) concerns by at least one federal district court in the state, 3
however. See WorldCare Ltd. v. World Ins. Co., 767 F. Supp. 2d 341 (D. Conn. 2011). 4
In our view, good reason supports the question. Like that District Court, we are 5
inclined respectfully to believe that the Connecticut Appellate Court’s comments 6
on the effect of registration do not apply outside of the facts there presented. We 7
hazard that the Appellate Court erred in reading the registration and agent 8
appointment statutes as constituting corporate consent to the exercise of general 9
jurisdiction by the Connecticut state courts, and―more within this Court’s 10
ordinary domain―that it also erred in casually dismissing related federal due 11
process concerns in a brief footnote.17 12
We hold these views for several reasons. To begin with, although the 13
Connecticut registration statute does not expressly limit the matters as to which 14
Connecticut and appointed an agent for service: “[S]ince the defendant consented to
jurisdiction, the exercise of jurisdiction does not violate due process, [and] this court
undertakes no analysis of constitutional due process issues”).
17 We undertake the task of interpreting Connecticut law carefully, of course,
respectfully mindful that the Connecticut Supreme Court has the last word on issues of
state law, and aware of the certification procedures that are available to us to seek that
last word. Because the questions that we address have such significant federal
constitutional boundaries, however, we have determined not to certify the state
statutory question in this case.

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39
an authorized agent may accept service of process, neither does it contain 1
express language alerting the potential registrant that by complying with the 2
statute and appointing an agent it would be agreeing to submit to the general 3
jurisdiction of the state courts. Rather, reading the entirety of §§ 33‐926 and 4
33‐929, we think it entirely possible that the Connecticut state legislature 5
envisioned that foreign corporations that registered to do business in the state 6
would be submitting to jurisdiction over only matters arising from the corporate 7
transaction of business within the state, not all matters no matter where arising. 8
See United States v. DiCristina, 726 F.3d 92, 96 (2d Cir. 2013) (noting we should not 9
construe individual sections of a statute in “isolation,” but “look to the 10
provisions of the whole law” (internal quotation marks omitted)). After all, the 11
state‐related matters are the types of matters listed in the statute as being subject 12
to the jurisdiction of the state courts, and those are the types of matters for which 13
states have traditionally sought to ensure their citizens a forum. See ante 28–31. 14
Moreover, if the mere maintenance of a registered agent to accept service 15
under § 33‐926 effected an agreement to submit to general jurisdiction, it seems 16
to us that the specific jurisdiction provisions of the long‐arm statute, § 33‐929 (for 17
registered corporations), wouldn’t be needed except with regard to unregistered 18

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40
corporations: Registered corporations would be subject to jurisdiction with 1
regard to all matters simply by virtue of process duly served on its appointed 2
agent. And the restrictions imposed by § 33‐929(f) on the class of plaintiffs 3
entitled to avail themselves of the long‐arm statute would seem to be 4
meaningless, since for registered corporations the agent’s mere availability to 5
receive process would suffice.18 6
Finally, as noted above, the statute provides that authority given the 7
appointed agent to accept service need go only so far as accepting service of 8
“process, notice or demand” that is “required or permitted by law” to be served 9
on the foreign corporation. This phrase suggests some limitation in accordance 10
with law: we see no basis for excluding constitutional due process limitations 11
from an inquiry into what is “permitted by law.” 12
The inclusion of this phrase (“permitted by law”) and the omission of any 13
specific reference to “general jurisdiction,” to our reading, differentiates 14
Connecticut’s registration statute from others that have been definitively 15
construed to convey a foreign corporation’s consent to general jurisdiction. For 16
example, the Pennsylvania statute so construed by the Third Circuit provided in 17
18 The management of actions against unregistered corporations is addressed in
§ 33‐929(e), which provides specific jurisdiction over those noncompliant entities.

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41
relevant part that “qualification as a foreign corporation under the laws of this 1
Commonwealth” shall “constitute a sufficient basis of jurisdiction to enable the 2
tribunals of this Commonwealth to exercise general personal jurisdiction over such 3
person.” Bane v. Netlink, Inc., 925 F.2d 637, 640 (3d Cir. 1991) (quoting 42 Pa. 4
Cons. Stat. Ann. § 5301 (Purdon 1990) (emphasis added)). The Connecticut 5
statute, in contrast, gives no notice to a corporation registering to do business in 6
the state that the registration might have the sweeping effect that the Talenti court 7
envisioned. 8
Thus, when Lockheed registered to transact business in Connecticut in 9
1995, the statute was neither explicit about the scope of jurisdiction conferred, 10
nor had there issued an authoritative state judicial decision construing the 11
statute: We have been directed to no basis on which the corporation should have 12
understood that, by registering and appointing an agent, it could be haled into 13
Connecticut court on non‐Connecticut based actions. On the contrary, the history 14
of such statutes suggests that assent only to specific jurisdiction is what the 15
statute required.19 16
19 Nor in our view would the sweeping Talenti interpretation, issued some fourteen
years after Lockheed registered, have provided reason for an informed company to
terminate its registration in the state. As noted, its commentary is largely dicta; it does
not reflect a detailed legislative analysis; it is not the decision of the state’s highest court;

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42
In any event, we can say that the analysis that now governs general 1
jurisdiction over foreign corporations―the Supreme Court’s analysis having 2
moved from the “minimum contacts” review described in International Shoe to 3
the more demanding “essentially at home” test enunciated in Goodyear and 4
Daimler―suggests that federal due process rights likely constrain an 5
interpretation that transforms a run‐of‐the‐mill registration and appointment 6
statute into a corporate “consent”―perhaps unwitting―to the exercise of general 7
jurisdiction by state courts, particularly in circumstances where the state’s 8
interests seem limited.20 9
E. Pennsylvania Fire 10
In urging her position to the contrary―that her construction of 11
and it does not seriously address any of the due process or other constitutional concerns
that finding such a broad “consent” implicit in registration and appointment might
raise.
20 We do not believe that the Supreme Court’s passing comment in Bendix Autolite Corp.
v. Midwesco Enterprises, Inc., 486 U.S. 888 (1988), about the effect in Ohio of appointment
of an agent, undermines our conclusion. Bendix involved an Ohio law tolling the statute
of limitations against foreign corporations that designate no agent for service of process
within the state. The Court held that the law violated the Commerce Clause. As a
predicate to its analysis, the Court accepted without discussion the proposition that
“[t]o be present in Ohio, a foreign corporation must appoint an agent for service of
process, which operates as consent to the general jurisdiction of the Ohio courts.” Id. at
889. After the Court’s decision, however, the Sixth Circuit held that, notwithstanding
“dicta from Bendix,” Ohio did not interpret the relevant provisions of the Ohio Code to
operate as consent to general jurisdiction. Pittock v. Otis Elevator Co., 8 F.3d 325, 328–29
(6th Cir. 1993). We therefore give no special weight to the mention.

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Connecticut law raises no potential or unresolved constitutional issues―Brown 1
relies heavily on the Supreme Court’s 1917 decision in Pennsylvania Fire Insurance 2
Co. of Philadelphia v. Gold Issue Mining & Milling Co., 243 U.S. 93 (1917). There, a 3
Pennsylvania company insured buildings located in Colorado under a policy 4
issued in Colorado to the Arizona corporation that owned the property. Seeking 5
to recover on the policy for losses suffered on the Colorado property, the Arizona 6
corporation brought suit against the insurer in Missouri, where the insurer had 7
obtained a license to conduct business. In effectuating its registration to do 8
business there, the insurer had filed with the Missouri insurance superintendent 9
“a power of attorney consenting that service of process upon the superintendent 10
[of insurance] should be deemed personal service upon the company so long as it 11
should have any liabilities outstanding in the state.” Id. at 94. The Missouri high 12
court construed this statutory power of attorney to render the Arizona company’s 13
service on the superintendent effective against the insurer for causes of action 14
arising outside the state as well as those arising within. Id. at 95. 15
The Supreme Court agreed. Writing for the Court, Justice Holmes rejected 16
the insurer’s argument that due process concerns prevented the state court’s 17
exercise of personal jurisdiction over it. He explained: 18

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The defendant had executed a power of attorney that made service 1
on the superintendent the equivalent of personal service. . . . If it 2
had appointed an agent authorized in terms to receive service in 3
such cases, there would be equally little doubt. It did appoint an 4
agent in language that rationally might be held to go to that length. 5
The language has been held to go to that length, and the 6
construction did not deprive the defendant of due process of law 7
even if it took the defendant by surprise, which we have no warrant 8
to assert. . . . 9
10
. . . [W]hen a power actually is conferred by a document, the 11
party executing it takes the risk of the interpretation that may be put 12
upon it by the courts. 13
14
Id. at 95–96 (citation omitted). 15
16
The Missouri Supreme Court having held that the statute applied as 17
plaintiff suggested, Justice Holmes accepted the interpretation and 18
independently noted no offense to due process in the state courts’ exercise of 19
personal jurisdiction over the company. Id. 20
Brown contends that, despite the doctrinal developments that followed it, 21
Pennsylvania Fire establishes general jurisdiction in state courts for all 22
corporations that register to do business and appoint an agent in a state. Daimler, 23
she claims, has no due process implications when a party has consented to 24
jurisdiction. Urging in this vein that Daimler has no bearing on Pennsylvania Fire, 25
she notes that Daimler mentions “consent” only once, when it describes the 26

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Court’s general jurisdiction decision in Perkins as “the textbook case of general 1
jurisdiction appropriately exercised over a foreign corporation that has not 2
consented to suit in the forum.” Daimler, 134 S. Ct. at 755–56 (internal quotation 3
marks omitted) (emphasis added). 4
But we believe that Pennsylvania Fire is now simply too much at odds with 5
the approach to general jurisdiction adopted in Daimler to govern as categorically 6
as Brown suggests; in our view, the Supreme Court’s analysis in recent decades, 7
and in particular in Daimler and Goodyear, forecloses such an easy use of 8
Pennsylvania Fire to establish general jurisdiction over a corporation based solely 9
on the corporation’s registration to do business and appointment of an agent 10
under a state statute lacking explicit reference to any jurisdictional implications.21 11
Thus, in Daimler, the Supreme Court described the 19th century territorial 12
approach to personal jurisdiction embodied in Pennoyer as having “yielded to a 13
21 Lending support to this approach, we observe that Supreme Court citations to
Pennsylvania Fire since International Shoe are cursory and far between, as are the citations
to the Court’s pre‐International Shoe decisions reaffirming Pennsylvania Fire. See, e.g.,
Olberding v. Ill. Cent. R.R. Co., 346 U.S. 338, 341–42 (1953) (deciding whether individual
defendant had impliedly consented to venue and distinguishing Neirbo Co. v. Bethlehem
Shipbuilding Corp., 308 U.S. 165 (1939)); Perkins v. Benguet Consol. Mining Co., 342 U.S.
437, 446 & n.6 (1952); cf. Forest Labs., Inc. v. Amneal Pharm. LLC, No. 14‐508, 2015 WL
880599, at *8–9 & n.9 (D. Del. Feb. 26, 2015) (collecting Supreme Court authority post
International Shoe and concluding that it “suggests” only “by analogy” that the Court
regards Pennsylvania Fire and progeny as good law), report and recommendation adopted,
No. 14‐508, 2015 WL 1467321 (D. Del. Mar. 30, 2015).

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less rigid understanding” of personal jurisdiction, “spurred by ‘changes in the 1
technology of transportation and communication, and the tremendous growth of 2
interstate business activity.’” Id. at 753 (quoting Burnham v. Superior Court of Cal., 3
Cty. of Marin, 495 U.S. 604, 617 (1990) (opinion of Scalia, J.)). It cabined the 4
impact of two cases of the Pennsylvania Fire era,22 relied on in Perkins, as “indeed 5
uph[olding] the exercise of general jurisdiction based on the presence of a local 6
office, which signaled that the corporation was ‘doing business’ in the forum,” 7
and warned that “unadorned citations to [] cases . . . decided in the era 8
dominated by Pennoyer’s territorial thinking should not attract heavy reliance 9
today.” Id. at 761 n.18 (internal cross reference omitted). We interpret that 10
warning to embrace Pennsylvania Fire. 11
So here, we believe that the holding in Pennsylvania Fire cannot be divorced 12
from the outdated jurisprudential assumptions of its era. The sweeping 13
interpretation that a state court gave to a routine registration statute and an 14
accompanying power of attorney that Pennsylvania Fire credited as a general 15
“consent” has yielded to the doctrinal refinement reflected in Goodyear and 16
Daimler and the Court’s 21st century approach to general and specific jurisdiction 17
22 See Barrow S.S. Co. v. Kane, 170 U.S. 100 (1898); Tauza v. Susquehanna Coal Co., 220 N.Y.
259 (1917) (Cardozo, J.).

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in light of expectations created by the continuing expansion of interstate and 1
global business. 2
F. Relationship between consent and general jurisdiction after 3
Daimler 4
Finally, were we to accept Brown’s interpretation of Connecticut’s business 5
registration statute, we would risk unravelling the jurisdictional structure 6
envisioned in Daimler and Goodyear based only on a slender inference of consent 7
pulled from routine bureaucratic measures that were largely designed for 8
another purpose entirely. 9
In Daimler, the Court criticized as “unacceptably grasping” plaintiffs’ 10
request that it “approve the exercise of general jurisdiction in every State in 11
which a corporation engages in a substantial, continuous, and systematic course 12
of business.” Id. at 761 (internal quotation marks omitted). It explained, “If 13
Daimler’s California activities sufficed to allow adjudication of this . . . case in 14
California, the same global reach would presumably be available in every other 15
State in which [the subsidiary’s] sales are sizable.” Id. The Court rejected such 16
an “exorbitant exercise[] of all‐purpose jurisdiction.” Id. 17
Brown’s interpretation of Connecticut’s registration statute is expansive. It 18

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proposes that we infer from an ambiguous statute and the mere appointment of 1
an agent for service of process a corporation’s consent to general jurisdiction, 2
creating precisely the result that the Court so roundly rejected in Daimler. It 3
appears that every state in the union—and the District of Columbia, as well—has 4
enacted a business registration statute. See Tanya J. Monestier, Registration 5
Statutes, General Jurisdiction, and the Fallacy of Consent, 36 C ARDOZO L. REV. 1343, 6
1363–65 & nn.109 & 111–12 (2015) (listing statutes). States have long endeavored 7
to protect their citizens and levy taxes, among other goals, through this 8
mechanism. If mere registration and the accompanying appointment of an in‐ 9
state agent―without an express consent to general jurisdiction―nonetheless 10
sufficed to confer general jurisdiction by implicit consent, every corporation 11
would be subject to general jurisdiction in every state in which it registered, and 12
Daimler’s ruling would be robbed of meaning by a back‐door thief. 13
In Daimler, the Court rejected the idea that a corporation was subject to 14
general jurisdiction in every state in which it conducted substantial business. 15
Brown’s interpretation of the Connecticut statute could justify the exercise of 16
general jurisdiction over a corporation in a state in which the corporation had 17
done no business at all, so long as it had registered. See Consol. Dev. Corp. v. 18

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Sherritt, Inc., 216 F.3d 1286, 1293 (11th Cir. 2000) (rejecting personal jurisdiction 1
over corporation based on corporation’s appointment of agent for service of 2
process, because “casual presence of a corporate agent in the forum is not 3
enough to subject the corporation to suit where the cause of action is unrelated to 4
the agent’s activities”); Ratliff v. Cooper Labs., Inc., 444 F.2d 745, 748 (4th Cir. 1971) 5
(“Applying for the privilege of doing business is one thing, but the actual 6
exercise of that privilege is quite another. The principles of due process require a 7
firmer foundation than mere compliance with state domestication statutes.” 8
(citation omitted)). 9
Were the Connecticut statute drafted such that it could be fairly construed 10
as requiring foreign corporations to consent to general jurisdiction, we would be 11
confronted with a more difficult constitutional question about the validity of 12
such consent after Daimler. Though a defendant may ordinarily, through free 13
and voluntary consent given (for example) in a commercial agreement, submit to 14
jurisdiction a court would otherwise be unable to exercise, we decline to decide 15
here whether consent to general jurisdiction via a registration statute would be 16
similarly effective notwithstanding Daimler’s strong admonition against the 17
expansive exercise of general jurisdiction. Jurisdictions other than Connecticut 18

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have enacted registration statutes that more plainly advise the registrant that 1
enrolling in the state as a foreign corporation and transacting business will vest 2
the local courts with general jurisdiction over the corporation. E.g., 42 Pa. Cons. 3
Stat. § 5301(a)(2)(i)‐(ii). The registration statute in the state of New York has 4
been definitively construed to accomplish that end, and legislation has been 5
introduced to ratify that construction of the statute. See Monestier, supra, at 6
1344–45 & nn.2 & 4. And some of our sister circuits have upheld states’ 7
determinations that in their respective states, registration to do business 8
constitutes consent to the exercise of general jurisdiction, and that due process 9
requires no more: That is, personal jurisdiction by consent of a corporate 10
defendant is consistent with due process. See Bane, 925 F.2d at 640 (1991 11
decision interpreting Pennsylvania statute that expressly stated that registration 12
“enable[s] the tribunals of [that] Commonwealth to exercise general personal 13
jurisdiction”); Knowlton v. Allied Van Lines, Inc., 900 F.2d 1196, 1199–1200 (8th Cir. 14
1990) (reading Minnesota registration law, as interpreted by that state’s Supreme 15
Court, to confer general jurisdiction over common carrier). These two decisions 16
reason that, because of its nature as a personal right, a defendant may consent to 17
personal jurisdiction without regard to what a due process analysis of its contacts 18

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would yield. See Knowlton, 900 F.2d at 1199 (“Consent is the other traditional 1
basis of jurisdiction, existing independently of long‐arm statutes.”). Similarly, in 2
an approach emphasizing the amenability to waiver of personal jurisdiction as 3
an individual right, applicable to a defendant corporation without regard to the 4
due process analysis, the Supreme Court has upheld the assertion of personal 5
jurisdiction as a sanction for failure to comply with jurisdictional discovery, 6
holding such failures “may amount to a legal submission to the jurisdiction of 7
the court, whether voluntary or not.” Bauxites, 456 U.S. at 704–05. From these 8
sources, it could be concluded that a carefully drawn state statute that expressly 9
required consent to general jurisdiction as a condition on a foreign corporation’s 10
doing business in the state, at least in cases brought by state residents, might well 11
be constitutional. 12
But as the Supreme Court recognized in Goodyear, “A state court’s assertion 13
of jurisdiction exposes defendants to the State’s coercive power, and is therefore 14
subject to review for compatibility with the Fourteenth Amendment’s Due 15
Process Clause.” 131 S. Ct. at 2850 (citing Int’l Shoe, 326 U.S. at 316). The reach of 16
that coercive power, even when exercised pursuant to a corporation’s purported 17
“consent,” may be limited by the Due Process clause. We need not reach that 18

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question here, however, because we conclude that the Connecticut business 1
registration statute did not require Lockheed to consent to general jurisdiction in 2
exchange for the right to do business in the state. 3
CONCLUSION 4
To summarize, in the absence of a clear legislative statement and a 5
definitive interpretation by the Connecticut Supreme Court and in light of 6
constitutional concerns, we construe Connecticut’s registration statute and 7
appointment of agent provisions not to require registrant corporations that have 8
appointed agents for service of process to submit to the general jurisdiction of 9
Connecticut courts. The judgment of the District Court is AFFIRMED. 10

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