The Segregated Account of Ambac Assurance Corporation v. Countrywide Home Loans, Inc.
2017 WI 71
| Wis. | 2017Background
- Countrywide, a New York corporation with its principal place of business in California, was authorized to do business in Wisconsin and appointed a Wisconsin-registered agent (CT Corporation System); it had no other Wisconsin presence when sued.
- Ambac Assurance Corporation (and its Segregated Account) sued Countrywide in Wisconsin alleging fraud tied to mortgage-backed securities; process was served on Countrywide's registered agent.
- Countrywide moved to dismiss for lack of personal jurisdiction; the circuit court granted the motion.
- The court of appeals reversed, holding that appointment of a registered agent under Wis. Stat. § 180.1507 (and § 180.1510) constituted consent to general jurisdiction.
- The Wisconsin Supreme Court granted review to decide whether compliance with § 180.1507 alone constitutes consent to general (all-purpose) personal jurisdiction, and whether that interpretation conforms to due process precedents.
Issues
| Issue | Plaintiff's Argument (Ambac) | Defendant's Argument (Countrywide) | Held |
|---|---|---|---|
| Whether appointment of a registered agent under Wis. Stat. § 180.1507 effects consent to general jurisdiction in Wisconsin | Appointment and designation of an in-state agent (plus § 180.1510 making the agent the agent for service) implies consent to be subject to general jurisdiction | The statute is a registration requirement; its text does not mention consent or jurisdiction and thus does not alone confer general jurisdiction | No. The court held that compliance with § 180.1507, by itself, does not constitute consent to general jurisdiction. |
| Whether reading consent into § 180.1507 would conflict with Wisconsin’s long-arm statute and modern due process limits | Registration-based consent is consistent with placing foreign corporations on parity with domestic ones and with prior state precedent | Reading consent into registration would render the long-arm statute superfluous and conflict with Daimler/Goodyear limits on general jurisdiction | The court held that such an interpretation would improperly circumvent Daimler/Goodyear and unduly expand general jurisdiction, so it refused to read consent into the registration statute. |
| Whether older Wisconsin cases (and some federal precedents) require treating agent appointment as consent | Relied on state precedent (Punke, Hasley, Aetna) and model-act commentary supporting consent-by-registration | Argued those cases predate Chapter 180 and recent Supreme Court limits on general jurisdiction; statutes’ plain text governs | The court declined to extend those precedents to read § 180.1507 as conferring consent, emphasizing modern due process doctrine. |
| Remedy / next step for plaintiff after reversal | N/A (plaintiff sought to sustain jurisdiction) | N/A | The court reversed the court of appeals and remanded for consideration of whether specific jurisdiction or other bases (e.g., appearances in rehabilitation proceedings, long-arm statute) support jurisdiction. |
Key Cases Cited
- Daimler AG v. Bauman, 134 S. Ct. 746 (clarified limits on general jurisdiction; defendant must be "at home" in forum)
- Goodyear Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915 (general jurisdiction requires affiliations rendering defendant "at home")
- Int'l Shoe Co. v. Washington, 326 U.S. 310 (established "minimum contacts" test for personal jurisdiction and distinction between specific and general jurisdiction)
- Pennoyer v. Neff, 95 U.S. 714 (historic territorial presence concept for jurisdiction)
- Pennsylvania Fire Ins. Co. v. Gold Issue Mining & Milling Co., 243 U.S. 93 (held registration/agent designation can be treated as consent to suit under older precedents)
- Neirbo Co. v. Bethlehem Shipbuilding Corp., 308 U.S. 165 (reaffirmed that statutory appointment of agent can constitute consent to jurisdiction)
- BNSF Ry. Co. v. Tyrrell, 137 S. Ct. 1549 (reiterated limits on general jurisdiction; distinguished from specific jurisdiction)
- Punke v. Brody, 17 Wis. 2d 9 (Wis. court discussion of consent via agent appointment)
- Hasley v. Black, Sivalls & Bryson, Inc., 70 Wis. 2d 562 (Wis. analysis of personal jurisdiction and discussion of consent-by-agent as possible basis)