IN THE

ARIZONA COURT OF APPEALS

DIVISION ONE

WAL-MART STORES, INC., Petitioner,

v.

THE HONORABLE KERSTIN LEMAIRE, Judge of the SUPERIOR 

COURT OF THE STATE OF ARIZONA, in and for the County of 

MARICOPA, Respondent Judge,

KATHI BUSS, Real Party in Interest.

No. 1 CA-SA 17-0003

Petition for Special Action from the Superior Court in Maricopa County

No. CV2016-003627

The Honorable Kerstin G. LeMaire, Judge

JURISDICTION ACCEPTED, RELIEF GRANTED

COUNSEL

Lewis Roca Rothgerber Christie, LLP, Phoenix

By Craig W. Phillips, Lawrence A. Kasten, Jennifer Lee-Cota

Counsel for Petitioner

The Keating Law Firm, PLC, Scottsdale

By Kevin R. Keating

Counsel for Real Party in Interest
WAL-MART v. HON. LEMAIRE/BUSS

Opinion of the Court

2

OPINION

Presiding Judge Peter B. Swann delivered the opinion of the court, in which 

Judge Kent E. Cattani and Judge Donn Kessler joined.

S W A N N, Judge:

¶1 Kathi Buss sued Wal-Mart Stores, Inc., a company 

incorporated in Delaware with its principal place of business in Arkansas, 

in Arizona over a slip-and-fall accident that occurred at a store in Oregon. 

Wal-Mart filed a motion to dismiss for lack of jurisdiction, and the superior

court, relying on our opinion in Bohreer v. Erie Insurance Exchange, 216 Ariz. 

208 (App. 2007), denied it, finding Wal-Mart was subject to general 

jurisdiction in Arizona. Wal-Mart then filed a petition for special action.1

¶2 Because the facts of the case have no connection to Arizona, 

Wal-Mart can be sued here only if the Arizona courts have general 

jurisdiction over it. Buss maintains that Wal-Mart’s pervasive presence and 

substantial business activities in Arizona are sufficient to create general 

jurisdiction, and any claim against Wal-Mart is therefore cognizable in 

Arizona. We disagree. In keeping with Goodyear Dunlop Tires Operations, 

S.A. v. Brown, 564 U.S. 915 (2011), and Daimler AG v. Bauman, 134 S. Ct. 746 

(2014), we hold that the magnitude of a corporation’s business activities in 

Arizona is not sufficient to create general jurisdiction when that corporation 

is neither incorporated nor has its principal place of business in Arizona. 

We further hold that foreign corporations do not impliedly consent to 

general jurisdiction in Arizona merely by registering as foreign 

corporations and appointing agents for service of process under A.R.S. §§ 

10-1501 to -1510. Wal-Mart therefore is subject only to specific jurisdiction 

 

1 The superior court did not hold an evidentiary hearing on WalMart’s motion to dismiss, and we therefore review the superior court’s 

ruling de novo, “viewing the facts in the light most favorable to the 

plaintiff[ ] but accepting as true the uncontradicted facts put forward by the 

defendant[ ].” Planning Grp. of Scottsdale, L.L.C. v. Lake Mathews Mineral 

Props., Ltd., 226 Ariz. 262, 264 n.1, ¶ 2 (2011). Neither the petition nor the 

response include the exhibits from the motions filed in the superior court. 

We therefore take judicial notice of the superior court record. See In re 

Sabino R., 198 Ariz. 424, 425, ¶ 4 (App. 2000).
WAL-MART v. HON. LEMAIRE/BUSS

Opinion of the Court

3

in Arizona, and actions against it in the Arizona courts must relate to its 

activities in the state.

JURISDICTION

¶3 Special action jurisdiction is discretionary, “reserved for 

‘extraordinary circumstances’ and is not available ‘where there is an equally 

plain, speedy, and adequate remedy by appeal.’” Stapert v. Ariz. Bd. of 

Psychologist Exam’rs, 210 Ariz. 177, 182, ¶ 21 (App. 2005) (citations omitted). 

We accept jurisdiction when, as here, “the motion [to dismiss] reveals an 

absence of jurisdiction, as an appeal inadequately remedies a trial court’s 

improperly requiring a defense in a matter where it has no jurisdiction.”

Sigmund v. Rea, 226 Ariz. 373, 375, ¶ 5 (App. 2011) (citation and internal 

quotation marks omitted).

DISCUSSION

¶4 States may exercise two forms of personal jurisdiction. First, 

specific jurisdiction exists when the defendant establishes minimum 

contacts with the forum state by purposefully directing its activities to that

state, and the litigation arises out of those activities. See Burger King Corp. 

v. Rudzewicz, 471 U.S. 462, 472 (1985). Second, general jurisdiction allows a 

forum state to hear any claim against the defendant, even when the facts 

giving rise to it have no connection to the forum. Goodyear, 564 U.S. at 919.

General jurisdiction exists over a corporation in several circumstances. For 

example, a corporation is subject to general jurisdiction in the state in which 

it is incorporated, the state in which it has its principal place of business, id. 

at 924, a state in which it has consented to general jurisdiction, see id. at 928, 

a state in which its “affiliations with the State are so ‘continuous and 

systematic’ as to render [it] essentially at home in the forum State,” id. at 

919 (citation omitted), and in other states in “exceptional cases” where

circumstances make general jurisdiction appropriate, see Daimler, 134 S. Ct. 

at 761 n.19.

¶5 Because this case arises entirely out of Wal-Mart’s activities in 

Oregon, Arizona courts lack specific jurisdiction. The sole issue in this 

special action is the extent to which Arizona may exercise general 

jurisdiction over foreign corporations. Buss suggests two theories to 

support general jurisdiction over Wal-Mart in Arizona: (1) by appointing 

an agent for service of process, it has consented to general jurisdiction, and 

(2) the sheer magnitude of Wal-Mart’s presence in Arizona relative to other 

corporations means that Wal-Mart is “at home” here. We address each 

argument in turn.
WAL-MART v. HON. LEMAIRE/BUSS

Opinion of the Court

4

I. WAL-MART DID NOT CONSENT TO GENERAL JURISDICTION

IN ARIZONA.

¶6 The superior court concluded under Bohreer that Wal-Mart 

impliedly consented to general jurisdiction in Arizona by registering and 

appointing an agent to receive process here. Bohreer held that Arizona 

courts may exercise general jurisdiction over a foreign insurer because the 

insurance statutes provide “for an irrevocable appointment of the director 

of insurance for service of process which remains in effect ‘as long as there 

is in force in this state any contract made by the insurer or obligations 

arising therefrom.’” 216 Ariz. at 211, ¶¶ 10–11 (quoting A.R.S. § 20-221(A)). 

The Bohreer court interpreted § 20-221 as creating express (not implied) 

consent to general personal jurisdiction.

¶7 Wal-Mart argues that Bohreer was impliedly overruled by the 

United States Supreme Court’s recent opinions in Goodyear Dunlop Tires 

Operations and Daimler AG. Those cases do not address general jurisdiction 

by express consent, and we need not decide the continuing vitality of 

Bohreer, because Wal-Mart is not registered under § 20-221.

¶8 No Arizona case has decided whether foreign corporations

consent to general jurisdiction by registering pursuant to A.R.S. §§ 10-1501 

to -1510. Those statutes provide that foreign corporations authorized to 

conduct business in Arizona are “subject to the same duties, restrictions, 

penalties and liabilities now or later imposed on a domestic corporation of 

like character.” A.R.S. § 10-1505(B). And foreign corporations must 

maintain in Arizona a known place of business and a statutory agent for 

service of process. A.R.S. § 10-1507.

¶9 We hold that these provisions do not create general personal 

jurisdiction over foreign corporations, either by prescription or consent. 

First, corporations do not expressly consent to general jurisdiction by 

registering. The equal treatment of foreign and domestic corporations 

prescribed by § 10-1505(B) refers to substantive liabilities and duties 

without any mention of general jurisdiction. Had the Legislature intended 

to endow Arizona courts with the ability to hear all cases (including those 

in which Arizona has no interest) against all registered foreign 

corporations, it would have said so. We think it is unlikely that the 

Legislature intended to give Arizona courts the constitutionally dubious 

authority to hear any case against any registered foreign corporation when 
WAL-MART v. HON. LEMAIRE/BUSS

Opinion of the Court

5

such cases need not involve any Arizonans.2 Buss argues that it would be 

“manifestly unfair to Arizonans” to hold that we lack general jurisdiction 

over Wal-Mart such that Arizona residents cannot sue for causes of action 

that arise in other states. But, it is settled law that the specific-jurisdiction 

analysis focuses exclusively on “the relationship among the defendant, the 

forum, and the litigation,” Walden v. Fiore, 134 S. Ct. 1115, 1126 (2014) 

(citation omitted), and the convenience to the plaintiff has no bearing on 

whether a defendant’s due process rights are violated by subjecting it to 

general jurisdiction.

¶10 Second, we conclude that the statutes do not create general 

jurisdiction by implied consent. A corporation cannot fairly be deemed to 

have consented to waive its due process rights when, as here, the statutes 

give no notice that such a waiver is the price of registration.

¶11 We acknowledge that some recent decisions still hold that 

consent to service of process is consent to general personal jurisdiction. See, 

e.g., Senju Pharm. Co. v. Metrics, Inc., 96 F. Supp. 3d 428, 439–40 (D.N.J. 2015); 

Otsuka Pharm. Co. v. Mylan Inc., 106 F. Supp. 3d 456, 467 (D.N.J. 2015). The 

Senju and Otsuka courts reasoned that because the Supreme Court has not 

expressly overruled its implied-consent jurisprudence, corporate 

defendants consent to jurisdiction by consenting to service of process in the 

forum state. Senju, 96 F. Supp. 3d at 436–40; Otsuka, 106 F. Supp. 3d at 467. 

We are not persuaded by those decisions.

¶12 The concept of consent implied from registration statutes 

originated in response to Pennoyer v. Neff, 95 U.S. 714 (1877), in which the 

Supreme Court held that state courts’ jurisdiction was based on physical 

presence in the forum. Implied consent allowed state courts to assert 

jurisdiction over companies that at the time were considered “present” only 

within their respective states of incorporation. See Brown v. Lockheed Martin 

Corp., 814 F.3d 619, 631–32 (2d Cir. 2016) (citing Bank of Augusta v. Earle, 38 

U.S. 519 (1839)). Thus, registration statutes “secure[d] local jurisdiction in 

respect [to] business transacted within the State.” Robert Mitchell Furniture 

 

2 Some states do assert general jurisdiction in this manner. For 

example, under Pennsylvania law, it “shall constitute a sufficient basis of 

jurisdiction to enable the tribunals of this Commonwealth to exercise 

general personal jurisdiction” if a corporation “carr[ies] on [ ] a continuous 

and systemic part of its general business within this Commonwealth.” 

42 Pa.C.S.A. § 5301(a)(2)(iii). We need not opine on the constitutionality of 

such a scheme to observe that it evinces a legislative purpose different from 

that apparent from the text of Arizona’s statutes.
WAL-MART v. HON. LEMAIRE/BUSS

Opinion of the Court

6

Co. v. Selden Breck Constr. Co., 257 U.S. 213, 215 (1921). The Supreme Court’s 

personal “jurisdiction by consent” cases, such as Pennsylvania Fire Insurance

Co. of Philadelphia v. Gold Issue Mining & Milling Co., 243 U.S. 93 (1917), and

Louisville & N.R. Co. v. Chatters, 279 U.S. 320, 328 (1929), were decided before 

International Shoe Co. v. State of Washington, Office of Unemployment 

Compensation & Placement, 326 U.S. 310 (1945), which held that states could

exercise jurisdiction over a corporation that had “minimum contacts” with 

the forum. This in turn led to the doctrine of specific jurisdiction, which

allowed states to assert jurisdiction over cases arising from business 

activities conducted by foreign corporations in or affecting them while 

preventing unfair assertion of jurisdiction against those who had not 

voluntarily established contact with the forum. See, e.g., Burger King Corp., 

471 U.S. 462. Today, specific jurisdiction accomplishes the same goal as 

jurisdiction by implied consent, but rather than focusing on a corporation’s 

“presence” in a forum state, specific jurisdiction is based on the relationship 

between the forum, the defendant, and the facts giving rise to the cause of 

action. See Walden, 134 S. Ct. at 1126.

¶13 Because the modern doctrine of specific jurisdiction amply 

ensures that a state has jurisdiction when a corporation’s conduct allegedly 

causes harm in that state, there is no need to base personal jurisdiction 

solely upon a murky implication of consent to suit — for all purposes and 

in all cases — from the bare appointment of an agent for service. We 

therefore agree with those decisions holding that registration statutes do 

not imply consent to general jurisdiction. E.g., Brown, 814 F.3d at 630–41; 

Display Works, LLC v. Bartley, 182 F. Supp. 3d 166, 175–79 (D.N.J. 2016); State 

ex rel. Norfolk S. Ry. Co. v. Dolan, 512 S.W.3d 41, 51–52 (Mo. 2017). To be 

sure, registration and appointment may form the basis for a finding that a 

corporation has established minimum contacts with the forum state. But 

minimum contacts are not enough to create jurisdiction over cases having 

no substantive connection to the forum. As the Supreme Court observed in 

Daimler, cases “decided in the era dominated by Pennoyer’s territorial 

thinking . . . should not attract heavy reliance today.” 134 S. Ct. at 761 n.18.

II. WAL-MART IS NOT “AT HOME” IN ARIZONA.

¶14 A state has general jurisdiction over a foreign corporation 

when the corporation’s “affiliations with the State are so ‘continuous and 

systematic’ as to render [it] essentially at home in the forum State.” 

Goodyear, 564 U.S. at 919. But general jurisdiction requires more than 

continuous and systematic activity. Id. at 927–28; see also Daimler, 134 S. Ct. 

at 761 n.19 (general jurisdiction outside the state of incorporation or forum 

state may be permissible in an “exceptional case”). Wal-Mart argues that 
WAL-MART v. HON. LEMAIRE/BUSS

Opinion of the Court

7

after Daimler and Goodyear, foreign corporations are subject to general 

jurisdiction only in their respective principal places of business and states

of incorporation. We need not endorse Wal-Mart’s broad reading of those 

cases to conclude that they do not support the exercise of general 

jurisdiction in Arizona on this record.

¶15 In Goodyear, the Supreme Court held that North Carolinians

could not sue Goodyear’s foreign subsidiaries in a United States court for a 

tire design defect that allegedly caused an accident in France. 564 U.S. at 

920–21, 929. The Court reasoned that placement of tires into the stream of 

commerce, some of which may end up in the forum, is not enough to confer 

general jurisdiction in that forum. Id. at 926–29.

¶16 In Daimler, Argentinian residents sued Daimler, a German 

company, in federal court in California over its Argentinian subsidiary’s 

alleged collaboration with Argentinian security forces in the perpetration 

of human rights abuses in the 1970s and 1980s in Argentina. 134 S. Ct. at 

750–51. The plaintiffs claimed that Daimler was subject to general 

jurisdiction in California based on the contacts of its subsidiary, Mercedes. 

Id. at 751. The Court reasoned that “[i]t was . . . error . . . to conclude that 

Daimler, even with [Mercedes] contacts attributed to it, was at home in 

California, and hence subject to suit there on claims by foreign plaintiffs 

having nothing to do with anything that occurred or had its principal 

impact in California.” Id. at 762.

¶17 Daimler did not categorically reject the possibility that a state 

may exercise general jurisdiction over a corporation for other reasons:

We do not foreclose the possibility that in an exceptional case 

[such as Perkins v. Benguet Consol. Mining Co., 342 U.S. 437 

(1952)] a corporation’s operations in a forum other than its 

formal place of incorporation or principal place of business 

may be so substantial and of such a nature as to render the 

corporation at home in that State. 

. . . .

[But] the general jurisdiction inquiry does not focus solely on 

the magnitude of the defendant’s in-state contacts. . . . General 

jurisdiction 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 
WAL-MART v. HON. LEMAIRE/BUSS

Opinion of the Court

8

business” tests framed before specific jurisdiction evolved in 

the United States.

Id. at 761 n.19, 762 n.20 (internal quotation, modification, and citation 

omitted) (emphasis added).

¶18 Federal circuit courts have interpreted Daimler to mean that 

states other than a corporation’s state of incorporation and principal place 

of business may exercise general jurisdiction over that corporation only in 

exceptional cases. Brown, 814 F.3d at 627 (“[I]n our view Daimler established 

that, except in a truly ‘exceptional’ case, a corporate defendant may be 

treated as ‘essentially at home’ only where it is incorporated or maintains 

its principal place of business — the ‘paradigm’ cases.”); Carmouche v. 

Tamborlee Mgmt., Inc., 789 F.3d 1201, 1204 (11th Cir. 2015) (noting that 

general jurisdiction is appropriate “only in ‘exceptional’ cases”); Kipp v. Ski 

Enter. Corp. of Wis., 783 F.3d 695, 698 (7th Cir. 2015) (holding any state other 

than the states of incorporation and principal place of business can assert 

general jurisdiction only by adhering to the “stringent criteria” of Daimler

and Goodyear); Monkton Ins. Servs., Ltd. v. Ritter, 768 F.3d 429, 432 (5th Cir. 

2014) (noting that it is “incredibly difficult to establish general jurisdiction 

in a forum other than the place of incorporation or principal place of 

business”); Martinez v. Aero Caribbean, 764 F.3d 1062, 1070 (9th Cir. 2014) 

(“Only in an ‘exceptional case’ will general jurisdiction be available 

anywhere else.”); In re Roman Catholic Diocese of Albany, New York, Inc., 745 

F.3d 30, 39 (2d Cir. 2014) (“Daimler AG, however, reaffirmed that, under 

Goodyear, general jurisdiction might, ‘in an exceptional case,’ extend beyond 

a corporation’s state of incorporation and principal place of business . . . .”).

¶19 The Supreme Court has acknowledged only one exceptional 

case that would give rise to general jurisdiction over a foreign corporation. 

Daimler, 134 S. Ct. 746 at 761 n.19, 762 n.20 (citing Perkins, 342 U.S. 437). In

Perkins, the Supreme Court held that general jurisdiction was proper in 

Ohio when the defendant company’s mining operation in the Philippines 

was shut down by the Japanese occupation, and the general manager, who 

was also the principal stockholder, relocated to and ran the company’s 

“necessarily limited wartime activities” in Ohio. 342 U.S. at 447–48.

¶20 Buss argues that Wal-Mart is subject to general jurisdiction 

based on its exceptionally substantial business activities in Arizona. As of 

January 2017, in Arizona Wal-Mart operates 127 retail locations and 4 

distribution centers, employs 33,910 people, spent $1.5 billion with 

suppliers, collected $270.3 million in state sales taxes, and paid $91.5 million 

in state taxes. Wal-Mart was the largest employer in Arizona in 2014 and 
WAL-MART v. HON. LEMAIRE/BUSS

Opinion of the Court

9

the second-largest in 2015. In 2015, it employed more Arizonans than the 

next two largest employers combined. But while Wal-Mart has a large 

economic presence in the state, there is nothing “exceptional” about its 

activities to give rise to general jurisdiction.

¶21 Were we to hold that Arizona, a state that is home to just 

under 34,000 of Wal-Mart’s estimated 2.3 million global employees (1.5

million of whom are employed in the United States) has general jurisdiction 

over Wal-Mart, we would effectively confer general jurisdiction over every 

foreign corporation with a large commercial presence in Arizona. Such a 

rule would be neither fair, rational nor consistent with the reasoning of 

Daimler and Goodyear. Neither the facts of this case nor the nature of WalMart’s activities in Arizona give rise to the “exceptional case” envisioned 

by the Supreme Court — exigent circumstances that render traditional 

jurisdictional limits unworkable.

¶22 Moreover, a size-based approach would be both standardless 

and malleable. There is no constitutional doctrine establishing a threshold 

level of commercial activity sufficient to create general jurisdiction. And if 

mere size were sufficient, the fluctuating levels of each foreign 

corporation’s economic activity would have to be relitigated in every case 

before jurisdiction could be determined. We view such an approach as 

constitutionally untenable.

¶23 Buss argues that Wal-Mart’s presence here is more like Perkins

by arguing it is a party to many suits in Arizona and is thus not prejudiced 

by having to defend this action in Arizona, and she notes that the former 

chairman of Wal-Mart’s board of directors resides in Arizona. We disagree. 

First, Wal-Mart’s contacts with the state are easily sufficient to subject it to

specific jurisdiction in cases involving its activities in, or directed to, 

Arizona. The fact that such cases arise does not create jurisdiction over 

cases that have no connection to this state — as the Supreme Court noted,

“[a] corporation that operates in many places can scarcely be deemed at 

home in all of them.” Daimler, 134 S. Ct. at 762 n.20.

¶24 Buss finally attempts to distinguish the defendants in Daimler

and Goodyear from Wal-Mart by arguing that the Supreme Court 

distinguished between foreign corporations (i.e., corporations incorporated 

in other states) and alien corporations (i.e., corporations incorporated in 

other countries). She relies on the undecided assumptions in Daimler and 

Goodyear that the domestic entities were subject to general jurisdiction in 

the forums. Daimler, 134 S. Ct. at 758; Goodyear, 564 U.S. at 918. But due 

process applies to all defendants, and personal jurisdiction jurisprudence 
WAL-MART v. HON. LEMAIRE/BUSS

Opinion of the Court

10

makes no such distinction. See Helicopteros Nacionales de Colombia, S.A. v. 

Hall, 466 U.S. 408 (1984) (applying the Due Process Clause’s minimumcontacts analysis to a Colombian corporation sued in Texas); cf. Mathews v. 

Diaz, 426 U.S. 67, 77 (1976) (noting that the Fifth and Fourteenth 

Amendments protect aliens from “deprivation of life, liberty, or property 

without due process of law”).

¶25 In sum, subjecting Wal-Mart to general jurisdiction in 

Arizona based on the level of its commercial activity would wrongly 

conflate general jurisdiction with specific jurisdiction and provide an 

unworkable standard that would require extensive factual findings in every 

case. Even without general jurisdiction in Arizona, Buss has a forum 

readily available to seek redress for her injuries — Oregon.

CONCLUSION

¶26 For the foregoing reasons, we accept jurisdiction and grant

relief. We direct the superior court to dismiss the action without prejudice 

for lack of personal jurisdiction.