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Rodriguez v. Ford Motor Co.
VANZI, Chief Judge.
APPEAL FROM THE DISTRICT COURT OF SANTA FE COUNTY
David K. Thomson, District Judge Law Offices of James B. Ragan
James B. Ragan
Corpus Christi, TX Arrazolo Law, P.C.
Gilbert Arrazolo
Albuquerque, NM for Appellee Hogan Lovells US LLP
Sean Marotta
Washington, DC Rodey, Dickason, Sloan, Akin and Robb, P.A.
Jeffrey M. Croasdell
Albuquerque, NM Snell & Wilmer LLP
Todd E. Rinner
Albuquerque, NM for Appellant
VANZI, Chief Judge. {1} In this appeal, we consider whether Ford consented to general personal jurisdiction in New Mexico courts when it registered to do business here. To answer this question, we must determine whether the United States Supreme Court's decision in Pennsylvania Fire Insurance Co. of Philadelphia v. Gold Issue Mining & Milling Co., 243 U.S. 93 (1917), and this Court's decision in Werner v. Wal-Mart Stores, Inc., 1993-NMCA-112, 116 N.M. 229, 861 P.2d 270, remain binding precedent in light of the evolution of general jurisdiction jurisprudence found in International Shoe Co. v. Washington, 326 U.S. 310, 319 (1945), and Daimler AG v. Bauman, 571 U.S. 117, 137 (2014). We recognize the tension between the two lines of cases. Nevertheless, because we conclude that both Pennsylvania Fire and Werner are still binding, we conclude that Ford consented to general jurisdiction in New Mexico. {2} The district court found that New Mexico could exercise specific personal jurisdiction, but not general personal jurisdiction, and therefore denied Ford's motion to dismiss for lack of personal jurisdiction. Because we conclude to the contrary—that Ford consented to general jurisdiction—we affirm the denial of Ford's motion to dismiss but for a different reason than relied on by the district court. We do not reach the issue of specific jurisdiction.
BACKGROUND{3} "Where, as here, the district court bases its ruling on the parties' pleadings, attachments, and non-evidentiary hearings, . . . [we] construe th[ose] pleadings and affidavits in the light most favorable to the complainant[.]" Sproul v. Rob & Charlies, Inc., 2013-NMCA-072, ¶ 6, 304 P.3d 18 (internal quotation marks and citation omitted). Edgar Navarrete Rodriguez (Decedent), a New Mexico resident, purchased a 2000 Ford F-250 (the F-250) from a private seller in New Mexico. Decedent later died in a single vehicle accident when the roof structure of the F-250 collapsed after the vehicle rolled over on New Mexico State Road 206. Manuel Edel Navarrete Rodriguez, as personal representative for Decedent's estate, (Plaintiff) filed this wrongful death action against Ford, claiming that the F-250's roof structure was defectively designed. In the complaint, Plaintiff claimed that the district court had jurisdiction over Ford "by virtue of its manufacture, and distribution of the vehicle and by virtue of Ford's overall conduct in conducting business within the state." He also alleged that "Ford designed, tested, approved, manufactured, marketed, distributed, and sold the subject F-250 and its components for sale in New Mexico and elsewhere throughout the United States." Finally, Plaintiff alleged that "Ford . . . is a foreign corporation and can be served through its registered agent . . . located . . . [in] New Mexico." interactive website where New Mexico consumers can purchase Ford automotive parts, search inventory of Ford vehicles in the state, obtain coupons and discounts, find safety recall information, and apply for credit for vehicle purchases; (3) Ford targets New Mexican consumers through marketing techniques such as sponsoring local professional bull riding championships; and (4) Ford has "in-forum advertising and defense and indemnity contracts with its dealerships" and is a "frequent" litigant in New Mexico. {6} The district court held a non-evidentiary hearing on the motion and concluded that it had specific, but not general, personal jurisdiction over Ford. Ford filed a motion for reconsideration. After another non-evidentiary hearing, the district court denied Ford's motion for reconsideration. However, the district court certified its order for interlocutory appeal, which we granted. After initial briefing was complete, we requested simultaneous supplemental briefing on the "viability and applicability of Werner" and "whether, under Werner, [Ford] consented to general jurisdiction in New Mexico courts by registering in compliance with Article 17 of the Business Corporation Act [(the Act)], NMSA 1978,§§ 53-11-1 to 53-18-12 (1967, as amended through 2003)."
DISCUSSION{7} "In reviewing an appeal from an order granting or denying a motion to dismiss for lack of personal jurisdiction, the determination of whether personal jurisdiction exists is a question of law, which an appellate court reviews de novo when the relevant facts are undisputed." CABA Ltd. Liab. Co. v. Mustang Software, Inc., 1999-NMCA-089, ¶ 9, 127 N.M. 556, 984 P.2d 803. As we explain, we conclude that Ford consented to general jurisdiction in New Mexico under Werner. We therefore affirm the district court's denial of Ford's motion to dismiss, but for a different reason. See State v. Vargas, 2008-NMSC-019, ¶ 8, 143 N.M. 692, 181 P.3d 684 ("Under the right for any reason doctrine, we may affirm the district court's order on grounds not relied upon by the district court if those grounds do not require us to look beyond the factual allegations that were raised and considered below." (internal quotation marks and citation omitted)). Given our conclusion, we need not address Ford's arguments related to specific jurisdiction.
Preliminary Matters{8} We begin by addressing whether this Court's review is limited by preservation principles or the scope of interlocutory appeal. First, to the extent Ford argues that this Court should not address whether Ford consented to general jurisdiction because Plaintiff failed to raise the issue of consent in the district court, we disagree that this fact precludes our review of the issue here. This Court has "broad discretion to decide jurisdictional issues on appeal." Capco Acquisub, Inc. v. Greka Energy Corp., 2008-NMCA-153, ¶ 35, 145 N.M. 328, 198 P.3d 354. Although the district court did not address specifically whether registration by Ford decide issues other than those certified, so long as they are not "wholly unrelated to the issues identified by the district court" in its order. Armijo v. Wal-Mart Stores, Inc., 2007-NMCA-120, ¶ 19, 142 N.M. 557, 168 P.3d 129. Here, the district court considered and ruled on both general and specific jurisdiction. Because the district court granted Ford's motion to dismiss as to general jurisdiction and denied Ford's motion as to specific jurisdiction, Ford appealed only the latter portion of the district court's order. Nevertheless, the question of general jurisdiction based on registration is not "wholly unrelated" to personal jurisdiction generally or "to the issues identified by the district court" in its order. See id.
Jurisdiction{10} "The Due Process Clause of the Fourteenth Amendment limits the power of a state court to render a valid personal judgment against a nonresident defendant." World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 291 (1980). The "limits on the State's adjudicative authority principally protect the liberty of the nonresident defendant—not the convenience of plaintiffs or third parties." Walden v. Fiore, 571 U.S. 277, 284 (2014). Thus, a key aspect of all personal jurisdiction analyses is the "fairness" and "reasonableness" of subjecting the defendant to the state's jurisdiction. World-Wide Volkswagen, 444 U.S. at 292. Jurisdiction is fair and reasonable when "the defendant's conduct and connection with the forum [s]tate are such that he should reasonably anticipate being haled into court there." with the forum state; and (3) it is not otherwise unfair or unreasonable to exert jurisdiction over the defendant. Burger King, 471 U.S. at 473-76.
Consent to Jurisdiction by Registration{12} Personal jurisdiction is also fair when the defendant consents to it. J. McIntyre Mach., Ltd. v. Nicastro, 564 U.S. 873, 880 (2011) ("A person may submit to a [s]tate's authority in a number of ways. There is, of course, explicit consent."). "A variety of legal arrangements have been taken to represent express or implied consent to the personal jurisdiction of the court." Ins. Corp. of Ir., Ltd. v. Compagnie des Bauxites de Guinee, 456 U.S. 694, 703 (1982); see id. at 704 (collecting cases and stating that "the [United States Supreme] Court has upheld state procedures which find constructive consent to the personal jurisdiction of the state court in the voluntary use of certain state procedures"). In some states, compliance with the state's statute requiring registration to do business in the state constitutes consent to that state's jurisdiction. Kevin D. Benish, Pennoyer's Ghost: Consent, Registration Statutes, and General Jurisdiction After Daimler AG v. Bauman, 90 N.Y.U.L. Rev. 1609, 1647-61 (2015) (providing a survey of state statutes and their effect). The United States Supreme Court recognized consent by registration as a valid avenue for general jurisdiction at least as early as 1917 in Pennsylvania Fire, 243 U.S. at 95. In that case, the plaintiff sued the defendant, an Arizona corporation, in Missouri for claims related to an insurance policy covering companies" but that such "effects will nonetheless be tolerable when the plaintiff is a state resident (whether injured in or out of state) or a non-resident injured in state").
Consent by Registration in New Mexico{24} Consistent with Pennsylvania Fire, then, we turn to whether Ford consented to jurisdiction here by complying with the registration requirements in the Act. Whether consent to jurisdiction is inherent in corporate registration depends on language of the forum state's registration statute itself or on how a state court has construed it. See Robert Mitchell Furniture Co., 257 U.S. at 215-16 (stating that the "purpose in requiring the appointment of such an agent is primarily to secure local jurisdiction in respect of business transacted within the [s]tate" and that jurisdiction under the statute may be extended to business conducted elsewhere only if the law "expressly or by local construction gives to the appointment [of an agent] a larger scope"); Brieno, 2018 WL 3675234, at *2. {25} This Court construed the Act in Werner. There, the plaintiff, a New Mexico resident, sued the defendant, which was incorporated in Delaware, for injuries suffered in Georgia. 1993-NMCA-112, ¶ 2. This Court held that the defendant had consented to jurisdiction in New Mexico by registering pursuant to the Act. Id. ¶ 11. In its analysis, the Court construed Sections 53-17-2, -11, and -15 of the Act. Werner, 1993-NMCA-112, ¶¶ 10-11. In relevant part, Section 53-17-2 provides that
[a] foreign corporation which has received a certificate of authority under the Business Corporation Act shall . . . enjoy the same, but no greater, rights and privileges as a domestic corporation . . . ; and, except as otherwise provided in the Business Corporation Act, is subject to the same duties, restrictions, penalties and liabilities now or hereafter imposed upon a domestic corporation of like character.
(Emphases added.) Section 53-17-11 states that
[t]he registered agent appointed by a foreign corporation authorized to transact business in this state shall be an agent of the corporation upon whom any process, notice or demand required or permitted by law to be served upon the corporation may be served.
Finally, Section 53-17-15(A)(4) provides that, to withdraw its registration,
the foreign corporation shall deliver to the commission [secretary of state] an application for withdrawal, which shall set forth . . . a statement that the corporation revokes the authority of its registered agent in this state to accept service of process and consents that service of process in an action, suit or proceeding based upon a cause of action arising in this state during the time the corporation was authorized to transact business in this state may thereafter be made on the corporation by service thereof on the secretary of state[.]
(Emphasis added) (first alteration in original). {26} The Werner Court first noted that Section 53-17-11, which provided for service of process on a "registered agent appointed by a foreign corporation," could be a basis for jurisdiction over a foreign corporation if the Legislature so intended. Werner, 1993-NMCA-112, ¶ 8; see id. ("One of the most solidly established ways of giving such consent is to designate an agent for service of occurring within the state). Moreover, contrary to Ford's suggestion that Werner is an outlier, "[m]ost states . . . have not yet clarified the jurisdictional consequences of their registration statutes." Benish, supra, at 1647; see Model Business Corporation Act Annotated §§ 15.05, 15.10, 15.31 (Am. Bar Ass'n 2013) (listing states that have adopted relevant portions of the Model Business Corporation Act). Hence, although we agree that "[o]ur interpretation of [a model act] should effectuate the purpose of uniformity with other states that have likewise adopted the . . . [a]ct," there appears to be little uniformity on this issue. See Corum v. Roswell Senior Living, LLC, 2010-NMCA-105, ¶ 5, 149 N.M. 287, 248 P.3d 329 (citing NMSA 1978,§ 12-2A-18(B) (1997)). Given this context, Ford's argument is unavailing.
In Brown, the Second Circuit Court of Appeals concluded that "in the absence of a clear legislative statement and a definitive interpretation by the Connecticut Supreme Court and in light of constitutional concerns, we construe Connecticut's registration statute . . . not to require registrant corporations . . . to submit to the general jurisdiction of Connecticut courts." Id. at 641 (emphasis added). Although the Connecticut Appellate Court had construed the Connecticut statute and stated that compliance with it constituted consent, the Brown court found this statement to be "less than fully supported" dicta. Id. at 635 n.15. It therefore went on to construe the statute itself and found that the statute did not give notice that compliance with it would entail consent to general jurisdiction. Id. at 637. Hence, Brown is distinguishable on its facts. Moreover, the Brown court also stated that "a carefully drawn state statute that expressly required consent to general jurisdiction as a condition on a foreign corporation's doing business in the state, at least in cases brought by state residents, might well be constitutional" but did not reach this question. Id. at 641. --------
Ford Consented to General Jurisdiction by Complying With the Act{31} Here, the district court found, and Ford conceded, that Ford is registered in New Mexico as required by Section 53-17-11. Hence, Ford consented to jurisdiction in New Mexico and was on notice that it should "anticipate being haled into court" in New Mexico. See World-Wide Volkswagen, 444 U.S. at 297; see also Forest Labs., 2015 WL 880599, at *12 (holding that the defendant had fair notice where a state court had construed the statute twenty-two years prior to the defendant's registration); cf. Bane v. Netlink, Inc., 925 F.2d 637, 641 (3d Cir. 1991) (stating that "[t]he [registration] statute . . . gave [the defendant] notice that [it] was subject to personal jurisdiction in Pennsylvania and thus it should have been reasonably able to anticipate being haled into court in Pennsylvania" (internal quotation marks and citation omitted)).
CONCLUSION{32} We recognize that courts differ on the breadth and impact of Daimler. When squarely presented with the issue, the United States Supreme Court may hold that registration pursuant to a state statute, does not, by itself, indicate consent to general jurisdiction that is consistent with due process. But we will not divest New Mexico courts of jurisdiction in anticipation of a holding that may or may not manifest, especially when there is binding precedent directly on point. Hence, we decline to depart from Pennsylvania Fire and Werner. Here, Ford had notice through Werner that registration and compliance with the Act would subject it to the jurisdiction of New Mexico courts. In addition, the accident giving rise to the present suit occurred in New Mexico to a New Mexico resident. Hence, New Mexico has a substantial interest in adjudicating the suit. See Zavala, 2007-NMCA-149, ¶ 31. We therefore conclude that Ford consented to general jurisdiction in New Mexico courts by registering to do business here and appointing an agent for service of process under the Act. The district court's denial of Ford's motion to dismiss for lack ofjurisdiction is affirmed.
{33} IT IS SO ORDERED./s/ _________
LINDA M. VANZI, Chief Judge
/s/ _________
J. MILES HANISEE, Judge /s/ _________
STEPHEN G. FRENCH, Judge Pro Tem
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