## Facts

- Ralph Cepec, a former employee of Genuine Parts Co. (a Georgia corporation with its principal place of business in Georgia), alleged asbestos exposure while working at a warehouse in Jacksonville, Florida.
- Ralph and Sandra Cepec resided in Georgia.
- The Cepecs sued multiple defendants in Delaware Superior Court; several defendants were Delaware corporations.
- Genuine was neither incorporated in Delaware nor headquartered there, but it was registered to do business in Delaware under 8 Del. C. § 371 and had appointed a Delaware registered agent for service of process under § 376.
- The claims against Genuine did not arise from Genuine’s Delaware activities and had no asserted connection to Delaware.

## Issues

1. Whether a foreign corporation’s registration to do business in Delaware and appointment of a registered agent under 8 Del. C. §§ 371 and 376 constitutes implied consent to general personal jurisdiction in Delaware for claims unrelated to Delaware.
2. Whether interpreting Delaware’s registration statutes as conferring consent to general jurisdiction is consistent with due process limits on general jurisdiction recognized in Daimler AG v. Bauman.

## Decision

- The Delaware Supreme Court reversed the Superior Court’s denial of Genuine’s motion to dismiss and directed dismissal for lack of personal jurisdiction.
- Compliance with §§ 371 and 376 was held not to constitute consent to general jurisdiction for claims unrelated to Delaware.
- The court rejected its prior reading (associated with Sternberg v. O’Neil) that treated registration and agent appointment as consent to general jurisdiction.
- Because the plaintiffs conceded they could not establish specific jurisdiction, Delaware courts lacked personal jurisdiction over Genuine.

## Legal Principles

- General jurisdiction over a corporation is ordinarily limited to its “at home” forums: its place of incorporation and principal place of business; only exceptional circumstances justify general jurisdiction elsewhere.
- A state’s requirement that a foreign corporation register to do business and appoint an in-state agent is properly understood as facilitating service of process in cases where jurisdiction otherwise exists, not as blanket consent to general jurisdiction.
- Courts should, where fairly possible, interpret statutes to avoid constitutional infirmity; reading registration statutes to create universal, claim-independent jurisdiction would conflict with due process constraints on general jurisdiction.
- Although personal jurisdiction rights may be waived and consent may be express or implied, statutory compliance compelled as a condition of doing business does not, without clearer legislative direction, supply consent to all-purpose jurisdiction for unrelated claims.

## Conclusion

Delaware may not exercise general personal jurisdiction over a foreign corporation for non-Delaware claims based solely on the corporation’s registration to do business and appointment of a registered agent in Delaware; absent specific jurisdiction, such claims must be dismissed.


Genuine Parts Co. v. Cepec, 137 A.3d 123 (Del. 2016)