Genuine Parts Co. v. Cepec
2016 Del. LEXIS 247
| Del. | 2016Background
- Plaintiffs (Georgia residents) sued multiple defendants in Delaware for asbestos exposure; one defendant, Genuine Parts Company, is a Georgia corporation that is registered to do business in Delaware and maintains a registered agent there.
- Genuine Parts has minimal Delaware contacts: no offices, meetings, officers, or meaningful revenue from Delaware; <1% employees and stores in Delaware.
- Genuine Parts moved to dismiss for lack of personal jurisdiction; plaintiffs conceded no specific-jurisdiction basis under Delaware’s long‑arm statute and relied instead on Sternberg v. O’Neil to argue that registration/appointment of an in‑state agent constituted consent to Delaware’s general jurisdiction.
- The Superior Court denied dismissal and followed Sternberg; Genuine Parts appealed an interlocutory order to the Delaware Supreme Court.
- The Delaware Supreme Court reviewed whether Delaware’s registration statutes (8 Del. C. §§ 371, 376) can be read to permit general jurisdiction by consent after the U.S. Supreme Court’s decisions in Goodyear and Daimler.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether registering to do business and appointing an in‑state agent constitutes consent to general jurisdiction over unrelated claims | Cepecs: Sternberg controls — compliance with §371/§376 amounts to express consent to general jurisdiction; Daimler did not eliminate consent-by-registration. | Genuine Parts: Daimler/Goodyear limit all‑purpose jurisdiction to fora where a corporation is "at home"; registration alone cannot constitutionally be a blanket consent to general jurisdiction. | Registration statutes construed as permitting service via an in‑state agent but not as blanket consent to general (all‑purpose) jurisdiction; Daimler controls. |
| Whether §376 must be read to preserve constitutionality or be invalidated as authorizing overbroad jurisdiction | Cepecs: §376’s broad language supports Sternberg’s reading. | Genuine Parts: Broad reading conflicts with due process and Daimler; statutes should be narrowly construed to avoid invalidation. | Court adopts narrow construction: §376 authorizes service on a registered agent but jurisdiction must still comport with Due Process (i.e., general jurisdiction only where entity is essentially at home; specific jurisdiction via §3104). |
| Whether Sternberg remains controlling precedent after Daimler | Cepecs: Sternberg survives; prior consent cases (Neirbo/Pennsylvania Fire) remain good law. | Genuine Parts: Sternberg relied on pre‑Daimler precedents undermined by Daimler; Sternberg’s consent rationale is no longer tenable. | Sternberg’s alternative basis (minimum contacts) remains distinguishable; Sternberg’s consent rationale is overruled to the extent it treats registration as blanket consent to general jurisdiction. |
| Proper interplay between Delaware registration statutes and the long‑arm statute (§3104) | Cepecs: Registration alone grants broad amenability. | Genuine Parts: §3104 already defines when a nonresident submits to jurisdiction; §376 should be read to work in tandem with §3104. | Court: Read statutes harmoniously — §3104 governs specific jurisdiction; §376 provides a convenient means of service for registered entities but does not displace due‑process limits on general jurisdiction. |
Key Cases Cited
- Daimler AG v. Bauman, 134 S. Ct. 746 (U.S. 2014) (limits general jurisdiction to fora where corporation is essentially at home)
- Goodyear Dunlop Tires Operations, S.A. v. Brown, 131 S. Ct. 2846 (U.S. 2011) (distinguishes specific vs. all‑purpose jurisdiction; rejects expanded doing‑business test for general jurisdiction)
- Sternberg v. O’Neil, 550 A.2d 1105 (Del. 1988) (previous Delaware decision holding registration/agent appointment could constitute consent to general jurisdiction)
- Int’l Shoe Co. v. Washington, 326 U.S. 310 (U.S. 1945) (establishes minimum‑contacts due process standard)
- Perkins v. Benguet Consol. Mining Co., 342 U.S. 437 (U.S. 1952) (paradigmatic exceptional case supporting general jurisdiction outside place of incorporation/principal place of business)
- Neirbo Co. v. Bethlehem Shipbuilding Corp., 308 U.S. 165 (U.S. 1939) (older precedent treating designation of in‑state agent under a registration statute as consent)
- Pennsylvania Fire Ins. Co. v. Gold Issue Mining & Milling Co., 243 U.S. 93 (U.S. 1917) (early case upholding consent via statutory appointment of agent)