Does Appointing a Registered Agent Constitute Consent to General Jurisdiction in Wisconsin?
In Ambac, et al v. Countrywide Home Loans, Inc., the Supreme Court of WI determined a foreign corporation’s compliance with Wis. Stat §180.1507 and §180.1510 did not subject the corporation to general jurisdiction in WI.
In a complaint filed in 2014, Ambac alleged it incurred substantial liability due to Countrywide’s misrepresentation of mortgage backed securities. Countrywide moved to dismiss based on lack of personal jurisdiction. Ambac argued Countrywide consented to general jurisdiction in WI when it appointed a registered agent under Wis. Stat. §180.1507 and §180.1510.
The question before the Court was whether or not compliance with §180.1507 constituted consent to general jurisdiction in WI, as argued by Ambac. The Court disagreed with Ambac’s interpretation, stating that general jurisdiction cannot be read into §180.1507 and §180.1510 by the Court without expanding the meaning of the statute to the point that the Court would essentially be redrafting the statutes, a task not meant for them. The text of the statutes in question were devoid of any language regarding either consent or jurisdiction, and thus must be read that way.
Further, the Court stated reading in registered agent appointments as consent to general jurisdiction would eliminate the need to establish grounds for specific jurisdiction under Wis. Stat. §801.05(1)(d), and thus make a foreign corporation’s contacts with the State irrelevant as long as it registered an agent for service of process, which all foreign corporations are required to do in order to transact business in Wisconsin.
For additional information, here is the link: https://www.wicourts.gov/sc/opinion/DisplayDocument.pdf?content=pdf&seqNo=192346