NOT FOR PUBLICATION WITHOUT THE

APPROVAL OF THE APPELLATE DIVISION

SUPERIOR COURT OF NEW JERSEY

APPELLATE DIVISION

DOCKET NO. A-0922-15T4

DUTCH RUN-MAYS DRAFT, LLC,

Plaintiff-Appellant,

v.

WOLF BLOCK, LLP,

Defendant-Respondent.

_______________________________

Argued March 2, 2017 - Decided July 5, 2017

Before Judges Lihotz, Hoffman and Whipple.

On appeal from Superior Court of New Jersey, 

Law Division, Camden County, Docket No. L2690-14.

Jonathan O'Boyle argued the cause for 

appellant (The O'Boyle Law Firm, P.C. and 

Law Offices of David Alan Klein, P.C., 

attorneys; David Alan Klein, on the brief).

Stephen M. Orlofsky argued the cause for 

respondent (Blank Rome LLP, attorneys; Mr. 

Orlofsky, of counsel; Adrienne C. Rogove, of 

counsel and on the brief; Ethan M. Simon, on 

the brief).

The opinion of the court was delivered by

LIHOTZ, P.J.A.D.

A fundamental question in every legal action is whether a 

given court has jurisdiction to preside over a given case. 

Absent personal jurisdiction over the parties, a judge has no 

APPROVED FOR PUBLICATION

July 5, 2017

APPELLATE DIVISION
2 A-0922-15T4

authority to proceed. Plaintiff Dutch Run-Mays Draft, LLC, a 

West Virginia limited liability company, operating as a Chapter 

11 Debtor-in-possession, maintains the Law Division judge 

erroneously dismissed its professional negligence complaint 

after concluding the court lacked personal jurisdiction over 

defendant, Wolf Block, LLP, a now-dissolved Pennsylvania law 

firm. On appeal, plaintiff argues a corporate entity's 

registration and acceptance of service of process in the state 

constitutes consent to submit to the general jurisdiction of the 

New Jersey courts. 

Defendant counters, arguing the United States Supreme 

Court's recent ruling in Daimler AG v. Bauman, 571 U.S. __, 134 

S. Ct. 746, 187 L. Ed. 2d 624 (2014), recites the minimum due 

process requisites to establish general jurisdiction, which have 

not been met in this case. Defendant asserts Daimler requires a 

court focus on an entity's affiliation with the state, such as 

the place of incorporation or a continuous, systematic course of 

business, making the entity "at home" in the forum. Id. at __, 

134 S. Ct. at 761, 187 L. Ed. 2d at 641. 

Furthermore, the United States Supreme Court has recently 

clarified and reaffirmed the limits of a state's ability to 

exercise general jurisdiction over foreign corporations. See

BNSF Ry. Co. v. Tyrell, 581 U.S. __, 137 S. Ct. 1549, 198 L. Ed.
3 A-0922-15T4

2d 36 (2017); Bristol-Myers Squibb Co. v. Superior Court of 

Calif., 582 U.S. __, __ S. Ct. __, __ L. Ed. 2d __ (June 19, 

2017).

Following our review and in accord with considerations of 

due process, we conclude mere registration to do business and 

acceptance of service of process in this state, absent more, 

does not bestow our courts with general jurisdiction.

I.

Plaintiff, headquartered in Florida, hired Henry Miller, a 

Pennsylvania partner of defendant, to provide legal 

representation in the purchase and development of 5,000 acres of 

real property located in Greenbrier County, West Virginia. 

Following the 2004 closing, plaintiff discovered title defects, 

which rendered the property "wholly unsuitable" for residential 

development. On September 30, 2011, plaintiff filed for relief 

in the Bankruptcy Court of the Southern District of Florida, 

pursuant to Chapter 11 of the Bankruptcy Code, and therefore, 

has proceeded as a debtor-in-possession. See 11 U.S.C.A. § 

1101. 

Defendant is a dissolved Pennsylvania limited partnership, 

which, in years past, maintained two New Jersey offices. 

Following the partners' March 23, 2009 vote to dissolve the 

partnership, defendant ceased all activity as a law firm. Also 
4 A-0922-15T4

relevant to this action, on March 23, 2009 the firm's New Jersey 

offices were closed and all employees were terminated. 

Defendant's remaining activities consisted of winding down 

outstanding matters and completing dissolution, supervised by a 

"Wind Down Committee." When plaintiff's complaint was initially 

filed in 2014,1 defendant had no more than two remaining 

employees, who both lived and worked in Pennsylvania, and who 

focused solely on concluding defendant's affairs. However, 

defendant retained its New Jersey business registration and 

registered agent. 

When it recorded the action, defendant maintained it was 

not subject to the Superior Court's jurisdiction and moved to 

dismiss plaintiff's complaint. Plaintiff opposed the motion, 

arguing when the alleged negligent conduct arose, numerous 

 

1 Plaintiff first filed an action against defendant in the 

Court of Common Pleas of Philadelphia, Pennsylvania, which it 

failed to prosecute and voluntarily withdrew on May 29, 2014. 

Also, plaintiff's subsequent motion to reinstate that action was 

denied on March 12, 2015. 

Plaintiff filed a one-count professional negligence 

complaint against defendant in New Jersey on July 7, 2014. 

Prior to discovery, defendant's motion to dismiss, filed on 

March 20, 2015, was granted because plaintiff failed to obtain 

an authorizing order from the Bankruptcy Court. See 11 U.S.C.A.

327 (requiring a debtor to obtain an order prior to employing 

attorneys or other professionals to perform post-petition 

services outside the ordinary course of the debtor's business). 

On June 15, 2015, the Law Division judge granted plaintiff's 

motion to reinstate its complaint after presenting the requisite 

order, issued by the Bankruptcy Court on April 13, 2015.
5 A-0922-15T4

partners of defendant resided in Camden County, and several New 

Jersey residents were members of the "Wind Down Committee." 

Plaintiff averred additional specific instances of conduct as 

demonstrating defendant transacted business with plaintiff in 

New Jersey. Defendant replied, producing documents verifying 

work on the West Virginia project, which triggered the 

underlying negligence claims, was neither undertaken nor billed 

from respondent's New Jersey offices. Further, defendant showed 

Henry Miller was not licensed to practice law in New Jersey, no 

physical meetings took place in New Jersey, and only two phone 

calls were placed from Philadelphia to New Jersey relative to 

the transaction. 

In a brief oral opinion, the judge concluded plaintiff 

failed to establish a basis for personal jurisdiction, granted 

defendant's motion, and dismissed plaintiff's complaint on 

September 11, 2015. Plaintiff timely appealed, requesting we 

reverse the order.

II.

When considering a defendant's motion to dismiss a 

plaintiff's complaint because the court lacks "jurisdiction over 

the person," R. 4:6-2(b), this court examines

whether the trial court's factual findings 

are "supported by substantial, credible 

evidence" in the record. Mastondrea v. 

Occidental Hotels Mgmt. S.A., 391 N.J. 
6 A-0922-15T4

Super. 261, 268 (App. Div. 2007). However, 

whether these facts support the court's 

exercise of "personal jurisdiction over a 

defendant is a question of law," which we 

review de novo. YA Global Invs., L.P. v. 

Cliff, 419 N.J. Super. 1, 8 (App. Div.

2011). 

[Patel v. Karnavati Am., LLC, 437 N.J. 

Super. 415, 423 (App. Div. 2014).] 

 

Plaintiff bears the burden of pleading sufficient facts to 

establish jurisdiction. Blakey v. Cont'l Airlines, 164 N.J. 38, 

71 (2000); Jacobs v. Walt Disney World, Co., 309 N.J. Super.

443, 454 (App. Div. 1998).

The United States Supreme Court jurisprudence establishes 

two methods for a court to acquire personal jurisdiction over a 

foreign corporation: specific and general. In either case, 

acquisition of personal jurisdiction over a foreign entity must 

comport with basic due process. Goodyear Dunlop Tires 

Operations, S.A. v. Brown, 564 U.S. 915, 923, 131 S. Ct. 2846, 

2853, 180 L. Ed. 2d 796, 805 (2011).

"If a cause of action arises directly out of a defendant's 

contacts with the forum state, the court's jurisdiction is 

'specific.'" Waste Mgmt. v. Admiral Ins. Co., 138 N.J. 106, 119 

(1994) (quoting Lebel v. Everglades Marina, Inc., 115 N.J. 317, 

322 (1989), cert. denied, 513 U.S. 1183, 115 S. Ct. 1175, 130 L. 

Ed. 2d 1128 (1995)); see also J. McIntyre Mach., Ltd. v. 

Nicastro, 564 U.S. 873, 881, 131 S. Ct. 2780, 2788, 180 L. Ed.
7 A-0922-15T4

2d 765, 764 (2011) (stating under specific jurisdiction, a 

defendant is subject to suit on causes of action that "arise out 

of or are connected with the activities within the state") 

(quoting Int'l Shoe Co. v. Washington, 326 U.S. 310, 319, 66 S. 

Ct. 154, 90 L. Ed. 95, 104 (1945)). The test for specific 

jurisdiction examines the nature of a defendant's contacts with 

the forum. "[T]he minimum contacts inquiry must focus on 'the 

relationship among the defendant, the forum, and the 

litigation.'" Lebel, supra, 115 N.J. at 323 (quoting Shaffer v. 

Heitner, 433 U.S. 186, 204, 97 S. Ct. 2569, 2579, 53 L. Ed. 2d 

683, 698 (1977)). "[W]hen the defendant is not present in the 

forum state, it is essential that there be some act by which the 

defendant purposefully avails [itself] of the privilege of 

conducting activities within the forum state, thus invoking the 

benefit and protection of its laws." Baanyan Software Servs., 

Inc. v. Kuncha, 433 N.J. Super. 466, 475 (App. Div. 2013)

(quoting Waste Mgmt., supra, 138 N.J. at 120). Thus, courts 

examine whether a non-resident defendant has "purposefully 

avail[ed] itself of the privilege of conducting activities" 

within the forum, such that the defendant can reasonable 

anticipate being haled into the forum. Burger King Corp. v. 

Rudzewicz, 471 U.S. 462, 475, 105 S. Ct. 2174, 2183, 85 L. Ed.

2d 528, 542 (1985).
8 A-0922-15T4

But, "[a]s International Shoe itself teaches, a 

corporation’s 'continuous activity of some sorts within a state 

is not enough to support the demand that the corporation be 

amenable to suits unrelated to that activity.'" Daimler, supra, 

571 U.S. at __, 134 S. Ct. at 757, 187 L. Ed. 2d at 636 (quoting 

Int'l Shoe, supra, 326 U.S. at 318, 66 S. Ct. at 154, 90 L. Ed.

at 103). Therefore, when a "suit is not related directly to the 

defendant's contacts with the forum state, but is based instead 

on the defendant's continuous and systematic activities in the 

forum, then the State's exercise of jurisdiction is 'general.'" 

Waste Mgmt., supra, 138 N.J. at 119 (quoting Lebel, supra, 115 

N.J. at 323); see also Helicopteros Nacionales de Colombia, S.A. 

v. Hall, 466 U.S. 408, 414 n. 9, 104 S. Ct. 1868, 1872 n. 9, 80 

L. Ed. 2d 404, 411 n. 9 (1984) (discussing general 

jurisdiction); Rippon v. Smigel, __ N.J. Super. __ (App. Div. 

2017), (slip op. 11-12) (same). A defendant subject to this 

"all-purpose jurisdiction," Daimler, supra, 571 U.S. at __, 134 

S. Ct. at 758, 187 L. Ed. 2d, at 637, must litigate "any claim 

that may be brought against him in the forum state." Patel, 

supra, 437 N.J. Super. at 424 (quoting Citibank, N.A. v. Estate 

of Simpson, 290 N.J. Super. 519, 526-27 (App. Div. 1996)); see 

also Helicopteros, supra, 466 U.S. at 414-416, 104 S. Ct. at 

1872, 80 L. Ed. 2d at 410-11 (noting under specific 
9 A-0922-15T4

jurisdiction, a defendant may only be sued for causes of action 

arising out of its conduct directed at the forum, but under 

general jurisdiction, a defendant may be sued for any cause of 

action arising in or out of the forum). 

Consequently, the "standard for establishing general 

jurisdiction is 'fairly high,' and requires that the defendant's 

contacts be of the sort that approximate physical presence." 

Wilson v. Paradise Vill. Beach Resort & Spa, 395 N.J. Super.

520, 528 (App. Div. 2007) (quoting Bancroft & Masters, Inc. v. 

Augusta Nat'l, Inc., 223 F.3d 1082, 1086 (9th Cir. 2000)). 

"Typically, a corporation's principal place of business and 

place of incorporation establishes where the corporation is 'at 

home' and subject to general jurisdiction." FDASmart, Inc. v. 

Dishman Pharms. & Chems. Ltd., 448 N.J. Super. 195, 202 (App. 

Div. 2016) (quoting Goodyear, supra, 564 U.S. at 924, 131 S. Ct.

at 2853-54, 180 L. Ed. 2d at 806).

Discussing the differences between these two means of 

acquiring personal jurisdiction over a foreign corporation, the 

United States Supreme Court observed: "Since International 

Shoe, 'specific jurisdiction has become the centerpiece of 

modern jurisdiction theory, while general jurisdiction [has 

played] a reduced role.'" Daimler, supra, at 571 U.S. at __, 

134 S. Ct. at 755, 187 L. Ed. 2d at 634 (alteration in original) 
10 A-0922-15T4

(quoting Goodyear, supra, 564 U.S. at 925, 131 S. Ct. at 2854, 

180 L. Ed. 2d at 807 (2011)). Noting the "post-International 

Shoe opinions on general jurisdiction . . . are few,"2 the United 

States Supreme Court more clearly defined the nature of a 

foreign defendant's activities in a state, which are necessary 

to acquire general jurisdiction, noting "we have declined to 

stretch general jurisdiction beyond limits traditionally 

recognized." Id. at __, 134 S. Ct. at 756, 757-58, 187 L. Ed.

2d at 634, 637. 

In Daimler, the Argentinian plaintiffs sought personal 

jurisdiction in California over Daimler, a German corporation, 

based upon the California contacts of Mercedes-Benz USA, LLC, a 

Daimler subsidiary, which distributed Daimler-manufactured 

vehicles to independent dealerships throughout the United 

States, but was incorporated in Delaware with a principal place 

of business in New Jersey. Id. at __, 134 S. Ct. at 751-52, 187 

L. Ed. 2d, at 629-30. Importantly, no relationship existed 

between California and the tortious conduct for which plaintiffs 

sought relief. Id. at __, 134 S. Ct. at 752, 187 L. Ed. 2d at 

630. 

 

2 Prior to Daimler the United States Supreme Court issued 

three cases discussing general jurisdiction. See Andrews, 

"Another Look at General Personal Jurisdiction," 47 Wake Forest 

L. Rev. 999, 1000 (2012) ("Goodyear is only the Court's third 

case addressing general jurisdiction."). 
11 A-0922-15T4

The Supreme Court considered and rejected a jurisdictional 

theory where "a foreign corporation may be subjected to a 

court’s general jurisdiction based on the contacts of its instate subsidiary." Id. at __, 134 S. Ct. at 759, 187 L. Ed. 2d 

at 638.

Repudiating the plaintiffs' arguments, the Court rejected the 

arguments as attempting to stretch general jurisdiction over 

causes of action not related to activities within the forum to 

encompass "every State in which a corporation 'engages in a 

substantial, continuous, and systematic course of business.'" 

Id. at __, 134 S. Ct. at 761, 187 L. Ed. 2d, at 640. Further, 

the Court rejected the Ninth Circuit Court of Appeals overbroad 

utilization of agency principles, and the activity of a 

subsidiary to exercise sovereignty over a foreign parent, with 

no association with the forum. Id. at __, 134 S. Ct. at 759-60, 

187 L. Ed. 2d at 639.

Drawing the comparison to "a domestic enterprise in that 

State," id. at __, 134 S. Ct. at 758 n.11, 187 L. Ed. 2d at 637 

n.11, the Court underscored the holding enunciated in Goodyear: 

"For an individual, the paradigm forum for the exercise of 

general jurisdiction is the individual’s domicile; for a 

corporation, it is an equivalent place, one in which the 

corporation is fairly regarded as at home." Id. at __, 134 S. 
12 A-0922-15T4

Ct. at 760, 187 L. Ed. 2d at 639 (quoting Goodyear, supra, 564 

U.S. at 924, 131 S. Ct. at 2853-54, 180 L. Ed. 2d at 806). 

"Since the corporate personality is a fiction," Int'l Shoe, 

supra, 326 U.S. at 316, 66 S. Ct. at 158, 90 L. Ed. at 102, the 

paradigmatic examples of a corporation's physical presence are 

"a forum where it is incorporated or has its principal place of 

business." Daimler, supra, 571 U.S. at __, 134 S. Ct. at 760, 

187 L. Ed. 2d at 640. "Accordingly, the inquiry under Goodyear

is not whether a foreign corporation's in-forum contacts can be 

said to be in some sense 'continuous and systematic,' it is 

whether that corporation's 'affiliations with the State are so 

"continuous and systematic" as to render [it] essentially at 

home in the forum State.'" Id. at __, 134 S. Ct. at 761, 187 L. 

Ed. 2d at 640-41 (quoting Goodyear, supra, 564 U.S. at 919, 131

S. Ct. at 2851, 180 L. Ed. 2d at 803).

The United States Supreme Court reaffirmed Daimler in its 

recent decision in BNSF. In that matter, two BNSF employees, 

who were not residents of Montana, sued BNSF for injuries 

occurring outside of Montana. BNSF, supra, 581 U.S. at __, 137 

S. Ct. at __, 198 L. Ed. 2d at 41. While BNSF did some business 

in Montana, it was neither incorporated nor headquartered in 

Montana. Ibid. The Montana Supreme Court attempted to 

distinguish Daimler on narrow statutory grounds, not relevant 
13 A-0922-15T4

here. The United States Supreme Court reversed, and reaffirmed 

the general jurisdiction principles previously articulated in 

Daimler, stating: 

The Fourteenth Amendment due process 

constraint described in Daimler, however, 

applies to all state-court assertions of 

general jurisdiction over nonresident 

defendants; the constraint does not vary 

with the type of claim asserted or the 

business enterprise sued. BNSF, we repeat, 

is not incorporated in Montana and does not 

maintain its principal place of business 

there. Nor is BNSF so heavily engaged in 

activity in Montana "as to render [it] 

essentially at home" in that State. See

Daimler [571 U.S. at __, 134 S. Ct. at 761, 

187 L. Ed. 2d at 640-41]. As earlier noted, 

BNSF has over 2,000 miles of railroad track 

and more than 2,000 employees in Montana. 

But, as we observed in Daimler, "the general 

jurisdiction inquiry does not focus solely 

on the magnitude of the defendant's in-state 

contacts." Id., at __, n.20[, 134 S. Ct.

763, 187 L. Ed. 2d at 641] (internal 

quotation marks omitted). Rather the 

inquiry "calls for an appraisal of a 

corporation's activities in their entirety"; 

"[a] corporation that operates in many 

places can scarcely be deemed at home in all 

of them." Ibid. In short, the business BNSF 

does in Montana is sufficient to subject the 

railroad to specific jurisdiction in that 

State on claims related to the business it 

does in Montana. But in-state business, we 

clarified in Daimler and Goodyear, does not 

suffice to permit the assertion of general 

jurisdiction over claims . . . that are 

unrelated to any occurring in Montana.

[BNSF, supra, 581 U.S. at __, 137 S. Ct. at 

__, 198 L. Ed. 2d at 47-48 (footnotes 

omitted).]
14 A-0922-15T4

III.

A.

We turn to plaintiff's arguments presented on appeal. 

Initially, plaintiff relies upon long-arm jurisdiction 

principles, pointing to defendant's New Jersey business 

registration, New Jersey registered agent, two New Jersey 

offices, the residency of partners on the committee undertaking 

dissolution, in the State, and, finally that when plaintiff's 

complaint was filed, defendant was engaged in three suits in 

state court, seeking to recover unpaid bills. 

In our view, this list of minimum contacts may be evidence 

tending to support a claim of specific jurisdiction. See Patel, 

supra, 437 N.J. Super. at 425. However, the negligence forming 

plaintiff's cause of action did not arise from defendant's 

contacts with New Jersey. Plaintiff cannot show any 

relationship between the underlying matter and the business or 

attorneys in New Jersey. 

New Jersey's long-arm statute permits the exercise of 

jurisdiction to the full extent allowed under the Due Process 

Clause. Jacobs, supra, 309 N.J. Super. at 452. The mandate of 

personal jurisdiction does not rely on a plaintiff's convenience 

or forum choice. Rather, it emanates from the Fourteenth 

Amendment's Due Process Clause, which "protects an individual's 
15 A-0922-15T4

right to be deprived of life, liberty, or property only by the 

exercise of lawful power." J. McIntyre, supra, 564 U.S. at 879, 

131 S. Ct. at 2787, 180 L. Ed. 2d at 773 (plurality op.). "As a 

general rule, neither statute nor judicial decree may bind 

strangers to the State." Id. at 880, 131 S. Ct. at 2787, 180 L. 

Ed. 2d at 774. Accordingly, "those who live or operate 

primarily outside a State have a due process right not to be 

subjected to judgment in its courts as a general matter." Id.

at 881, 131 S. Ct. at 2787, 180 L. Ed. 2d at 774. 

Considering plaintiff's claims we reject the factual 

assertions suggesting (1) defendant maintained a strong presence 

in New Jersey when this action was filed, and (2) plaintiff's 

proofs show the transaction was centered in New Jersey. 

Following consideration of the record, we conclude, as did the 

Law Division judge, specific jurisdiction is not supported. 

Plaintiff fails to prove defendant's sufficient minimum contacts 

with New Jersey, as well as the transaction at issue occurred 

here, "such that the maintenance of the suit does not offend 

'traditional notions of fair play and substantial justice.'" 

Id. at 880, 131 S. Ct. at 2787, 180 L. Ed. 2d at 774 (quoting 

Int'l Shoe, supra, 326 U.S. at 316, 66 S. Ct. 154, 90 L. Ed.

95)). The evidence does not demonstrate that at the time of 

suit, "defendant purposefully avail[ed] itself of the privilege 
16 A-0922-15T4

of conducting activities within the forum state, thus invoking 

the benefit and protection of its laws." FDASmart, supra, 448 

N.J. Super. at 202 (quoting Waste Mgmt. Inc., supra, 138 N.J. at 

120).

B.

Plaintiff next urges its proofs sufficiently demonstrated 

general jurisdiction to require defendant to defend plaintiff's 

action in New Jersey. In support, plaintiff again lists the 

above contacts stating these represent defendant's "continuous 

and systematic" business in the state, and additionally argues 

defendant maintained a current business registration and 

registered agent, which amounted to consent to general 

jurisdiction to sue and be sued. Thus, plaintiff argues 

acceptance of service by a registered agent in a state where 

defendant is registered to do business conclusively establishes 

personal jurisdiction. 

Defendant rejects this over encompassing basis and 

maintains Daimler clarified the limits of general jurisdiction. 

Defendant argues its continued business registration and 

maintenance of a registered agent in the state is insufficient 

and does not equate to consent to submit to the general 

jurisdiction of the state, because at the time plaintiff's suit 

was filed defendant neither conducted continuous nor systematic 
17 A-0922-15T4

business in New Jersey and was not at home in the state. We 

agree with defendant.

Rule 4:4-4(a)(6) allows for in personam jurisdiction over a 

corporate defendant by personal service within the state upon an 

authorized agent of the corporation. The rule includes the 

caveat "that a foreign corporation may be served only as herein 

prescribed subject to due process of law." Ibid. Prior to 

Daimler, some courts relied on state statutes mandating a 

foreign corporation consent to personal jurisdiction within that 

state when it registers to do business within the forum and 

assigns an agent to accept service of process. See Senju Pharm. 

Co. Ltd. v. Metrics, Inc., 96 F. Supp. 3d 428, 439 n.7 (D.N.J. 

2015) ("At least four federal circuit courts have held that 

compliance with registration statutes may be a basis for 

establishing personal jurisdiction."). 

New Jersey's foreign corporate registration and registered 

agent statutes do not contain jurisdictional repercussions of 

registration.3 Specifically, N.J.S.A. 14A:13-4 requires a 

foreign corporation must obtain a certificate of authority in 

order to transact business in New Jersey and N.J.S.A. 14A:4-1 

 

3 We have not undertaken a review or analysis of business 

registration statutes containing a specific consent to general 

jurisdiction or other instances where the foreign corporation 

consents to jurisdiction of the forum. 
18 A-0922-15T4

addresses maintenance of a registered office and a registered 

agent. The texts of these statutes does not expressly direct 

consent to general jurisdiction. Display Works, LLC v. Bartley, 

182 F. Supp. 3d 166, 174-76 (D.N.J. 2016).

Most, if not all of the fifty states include some requisite 

for a foreign corporation to obtain a certificate of authority 

to conduct business in the state. We cannot agree business 

registration rises to consent to submit to the general 

jurisdiction in the forum. Borrowing the words of Judge Learned 

Hand, adoption of such a principle would place "an outlaw who 

refused to obey the laws of the state in better position than a 

corporation which chooses to conform." Smolik v. Phila. & 

Reading Coal & Iron Co., 222 F. 148, 150 (S.D.N.Y. 1915). On 

this issue, we adopt the view concluding the use of a registered 

agent is more likely a means of facilitating service of process 

for actions where jurisdiction properly relates to minimum 

contacts or specific actions in the forum. See Andrews, supra, 

47 Wake Forest L. Rev. 999, 1071. But see Senju Pharm., supra, 

96 F. Supp. 3d at 438-39 (concluding the defendant consented to 

being sued in New Jersey by conceding it was registered to do 

business and had a registered agent in the state for service of 

process). 
19 A-0922-15T4

Further, we conclude reliance of an entity's business 

registration to establish general jurisdiction is belied by the 

holding set forth in Daimler's clear narrow application of 

general jurisdiction. Personal jurisdiction over a foreign 

corporation to answer for a cause of action unrelated to the 

entity's conduct in the forum, i.e, general jurisdiction, 

requires a plaintiff establish the corporation is "at home" in 

the forum, a standard established in Goodyear and clarified in 

Daimler. A plaintiff must show more than that the defendant 

engaged in some business or complied with corporate registration 

requirements of the forum. Accord FDASmart, supra, 448 N.J. 

Super. at 202-03 ("The standard for establishing general 

jurisdiction 'is a difficult one to meet, requiring extensive 

contacts between a defendant and a forum.'") (quoting Mische v. 

Bracey's Supermarket, 420 N.J. Super. 487, 492 (App. Div. 

2011)); Smith v. S&S Dundalk Eng'g Works, Ltd., 139 F. Supp. 2d 

610, 620 n.6 (D.N.J. 2001) ("[A] certificate to do business in 

New Jersey [is] . . . insufficient to establish general 

jurisdiction, absent evidence that [defendant] was actually 

doing business in New Jersey.") (citing Wenche Siemer v. Learjet 

Acquisition Corp., 966 F.2d 179, 183 (5th Cir. 1992) (holding 

qualification to do business in a state is "of no special 

weight" in evaluating general jurisdiction), cert. denied, 506 
20 A-0922-15T4

U.S. 1080, 113 S. Ct. 1047, 122 L. Ed. 2d 355 (1993)); see also

Genuine Parts Co. v. Cepec, 137 A.3d 123, 137 (Del. Sup. Ct. 

2016) ("[Daimler] made clear that it is inconsistent with 

principles of due process for a corporation to be subject to 

general jurisdiction in every place it does business."). 

Plaintiff relies heavily on Allied-Signal, Inc. v. Purex 

Inds., Inc., 242 N.J. Super. 362, 366 (App. Div. 1990), which 

found general jurisdiction over the defendant corporation that 

registered to conduct business in New Jersey and in fact did so, 

stating the defendant consented to personal jurisdiction when 

its registered agent is served with process.4 See also Senju, 

supra, 96 F. Supp. 3d at 437 (holding Daimler did not alter the 

consent to jurisdiction resulting from compliance with the 

business registration statutes). Plaintiff suggests Daimler's 

holding is narrowed by its facts, specifically that Daimler was 

not registered as a foreign entity and had no registered agent 

or offices in California. 

This limited view ignores Daimler's definitive due process 

analysis. The Court restated its holding in Goodyear, that: "A 

court may assert general jurisdiction over foreign [sister-state 

or foreign-country] corporation[s] 'to hear any and all claims 

 

4 Plaintiff resorts to citing unpublished authority, which we 

decline to consider as Rule 1:36-3 provides unpublished opinions 

do not constitute precedent and are not binding on this court. 
21 A-0922-15T4

against [them]' only when [their] affiliations with the State 

are so constant and pervasive 'as to render them essentially at 

home in the forum State.'" Goodyear, supra, 564 U.S. at 919, 

131 S. Ct. at 2851, 180 L. Ed. 2d at 803. "Daimler also 

explained that a corporation is generally 'at home' in its place

of incorporation and principal place of business." Chavez v. 

Dole Food Co., 836 F.3d 205, 223 (3d Cir. 2016) (quoting 

Daimler, supra, 571 U.S. at __, 134 S. Ct. at 751, 187 L. Ed. 2d 

at 640-41.) Drawing the analogy to an individual's domicile, 

the Court required the legal corporate entity to be similarly 

situated, which cannot be satisfied by some business contacts in 

the forum. Daimler, supra, 571 U.S. at __, 134 S. Ct. at 761, 

187 L. Ed. 2d at 640-41. As the Third Circuit observed, "one of 

our sister circuits has commented that it is 'incredibly 

difficult to establish general jurisdiction [over a corporation] 

in a forum other than the place of incorporation or principal 

place of business.'" Chavez, supra, 836 F.3d at 223 (quoting 

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

2014)). 

We now join the many courts that have circumscribed the 

view of general jurisdiction post-Daimler. See Sonera Holding 

B.V. v. Cukurova Holding A.S., 750 F.3d 221, 224, n.2 (2nd Cir. 

2014) ("Not every company that regularly 'does business' in New 
22 A-0922-15T4

York is 'at home' there."); Chatwal Hotels & Resorts LLC v. 

Dollywood Co., 90 F. Supp. 3d 97, 105 (S.D.N.Y 2015) ("After 

Daimler, with the Second Circuit cautioning against adopting 'an 

overly expansive view of general jurisdiction,' the mere fact of 

[defendant's] being registered to do business [in New York] is 

insufficient to confer general jurisdiction in a state that is 

neither its state of incorporation or its principal place of 

business.") (quoting Gucci Am. v. Weixing Li, 768 F.3d 122, 135 

(2d Cir. 2014)); Otsuka Pharm. Co. v. Mylan Inc., 106 F. Supp.

3d 456, 465-67 (D.N.J. 2015); Magil v. Ford Motor Co., 379 P.3d 

1033, 1039 (Colo. 2016) (Despite Ford's extensive activities in 

Colorado, "Nothing about Ford's contacts with Colorado" 

including maintaining a registered agent, "suggest that it is 

'at home' here."); Genuine Parts, supra, 137 A.3d at 141. 

In light of Daimler, we reject the application of AlliedSignal's holding as allowing general jurisdiction solely based 

on the fiction of implied consent by a foreign corporation's 

compliance with New Jersey's business registration statute. 

Registration is required to conduct any level of business. 

Importantly, the exercise of general jurisdiction requires 

satisfaction of the "continuous and systematic contacts" to 

comply with due process. Mere registration to conduct some 

business is insufficient. See Genuine Parts, supra, 137 A.3d at 
23 A-0922-15T4

145, n. 119 (collecting cases discussing tension between the 

concepts of registering to do business within a state versus 

consenting to general jurisdiction, in light of Daimler).

Even if Allied Signal's holding remains viable following 

Daimler, we find plaintiff's assertion of general jurisdiction 

is defeated based on a simpler reason. The fact defendant once 

conducted possibly extensive business in New Jersey cannot serve 

to establish jurisdiction over defendant's unrelated actions 

outside the state when, at the time plaintiff's complaint was 

filed, defendant was well on its way to complete dissolution and 

was not conducting business in New Jersey or anywhere else. See

Mortg. Grader, Inc. v. Ward & Olivo, L.L.P., 225 N.J. 423, 437 

(2016) ("During the windup period, the LLP continues to exist, 

but only to wind up the partnership's affairs. . . . 'A 

dissolved corporation exists solely to prosecute and defend 

suits, and not for the purpose of continuing the business for 

which it was established.'") (quoting Lancellotti v. M.D. Cas. 

Co., 260 N.J. Super. 579, 583 (App. Div. 1992)); see also Keech 

v. Lapointe Machine Tool Co., 200 N.J. Super. 177, 183 (App. 

Div. 1985) ("Having terminated any business connection with New 

Jersey in 1972, [the defendant] would now be subject to the 

jurisdiction of this State only as to causes of action arising 

from the business it had conducted in New Jersey."). 
24 A-0922-15T4

Plaintiff's suggestion defendant's limited interactions during 

its dissolution most assuredly fall far short of the well-fixed 

"continuous and systematic contacts" standard, necessary for 

general jurisdiction.

C.

Plaintiff also argues the trial judge's order deprived it 

of sufficient opportunity to conduct jurisdictional discovery. 

We remain unconvinced that permitting further discovery would 

have altered our conclusion. We reject the notion the trial 

judge engaged in a clear abuse of discretion.

Affirmed.