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Under Minnesota law, companies that register to do business in that state are deemed to have consented to the state’s general (“all purpose”) jurisdiction. This means that an out-of-state corporation can be sued by an out-of-state plaintiff for a cause of action that has no connection to Minnesota. All states have business registration statutes, and some embody consent-by-registration schemes.
ALF has filed an amicus brief supporting the certiorari petition in BNSF Railway Co. v. Lynn (25-1046). The case involves the Minnesota consent-by-registration statute.
In Mallory v. Norfolk Southern Railway Co., 600 U.S. 122 (2023), the Supreme Court held 5 to 4 that Pennsylvania’s consent-by-registration statute does not violate the Fourteenth Amendment’s Due Process Clause.
The Court did not address, however, the question of whether a consent-by-registration statute violates the “dormant Commerce Clause.” Justice Alito explained at length in his separate opinion that “there is a good prospect” that it does where a state asserts general jurisdiction “over an out-of-state company in a suit brought by an out-of-state plaintiff on claims wholly unrelated” to the state. Id. at 160 (Alito, J., concurring in part and concurring in the judgment). The dormant Commerce Clause is a well-established constitutional interpretation that prohibits a state from unduly restricting interstate commerce.
Case Background
The plaintiff in BNSF v. Lynn, an Iowa resident, sued that company in Minnesota state court for an injury he sustained while working for the railroad in South Dakota. BNSF was a Delaware corporation with its principal place of business in Texas. The certiorari petition seeks review of a Minnesota Court of Appeals opinion rejecting the railroad’s dormant Commerce Clause argument.
ALF's Amicus Brief
ALF’s amicus brief urges the Supreme Court to grant review to address the important dormant Commerce Clause question that Mallory left unanswered. The brief explains that until the Court does so, Mallory will continue to undermine the civil justice system by incentivizing forum shopping and eroding interstate federalism.
More specifically, Mallory has done nothing to constrain plaintiff-friendly states from using consent-by-registration as a hook for imposing general jurisdiction on national corporations that have no practical choice but to register to do business in all 50 States. The potential assertion of general jurisdiction by every state where a corporation registers to do business not only eviscerates the Court’s modern personal jurisdiction principles—such as limiting exercise of general jurisdiction to States where a corporation is “at home”—but also sharply skews the civil litigation playing field by significantly increasing forum-shopping opportunities for the plaintiffs’ bar.
ALF's brief also explains that the issue of whether the dormant Commerce Clause precludes consent-by-registration needs to be addressed because it provokes serious federalism concerns. If consent-by-registration enables a state to open its courthouse doors to out-of-state plaintiffs who wish to sue out-of-state corporate defendants for causes of action that have no connection to the state, then state sovereignty becomes almost meaningless.
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