A New State Registration Act: Legislating a Longer Arm for Personal Jurisdiction

In a sextet of recent decisions, the Roberts Court upended the longstanding framework for general and specific contacts-based personal jurisdiction. The Court\u27s new approach has engendered uncertainty and erected insurmountable obstacles for some plaintiffs in locating an effective forum to vindicate their rights. We propose a novel solution to the injustices and unpredictability unleashed by these decisions: a new model corporate registration act that would require, as a condition of doing business in a state, the corporation\u27s consent to personal jurisdiction in defined circumstances that implicate state sovereign regulatory, protective, and prescriptive interests.Registration-based consent to jurisdiction has a long pedigree, dating back to the years before the Fourteenth Amendment\u27s ratification. For much of its history, however, registration-based jurisdictional consent languished in obscurity, as general doing business jurisdiction overshadowed the doctrine. With the Supreme Court\u27s recent at-home trilogy sounding the death knell of general continuous and systematic contacts jurisdiction, the constitutional propriety of interpreting a state corporate registration scheme to require the corporation\u27s all-purpose jurisdictional consent for claims arising anywhere in the world is in doubt. Instead of litigating the meaning and ongoing validity of these longstanding registration statutes, we recommend that the states adopt a modernized jurisdictional-consent statute that ensures an appropriate state jurisdictional reach and operates within the Supreme Court\u27s pronounced adjudicative framework.We draft and evaluate a proposal for such a statute, which we believe the Uniform Law Commission is especially well situated to consider, refine, and promulgate for the states\u27 benefit. Such a statute would avoid the wasteful expense of litigating the interpretation of registration statutes initially adopted during the heyday of the horse and buggy. More importantly, the proposed act would allow the states to assert their sovereign authority to ensure access to justice for their residents after the dismantling of general jurisdiction. By precisely tailoring the statute to states\u27 sovereign interests, the proposed act avoids constitutional pitfalls while still providing an effective jurisdictional reach for the states after the Roberts Court\u27s jurisdictional revolution