The Delaware Supreme Court overturned its long-standing precedent in Sternberg v. O’Neill, 550 A.2d 1105 (Del. 1988), and ruled that a foreign corporation’s registration to do business in Delaware and related appointment of a registered agent for the acceptance of service of process did not subject the corporation to general jurisdiction in Delaware, in Genuine Parts v. Cepec, No. 528, 2015 (Del. Supr. April 18, 2016). Examining more recent U.S. Supreme Court jurisprudence undermining the rationale of the 1988 Sternberg decision, the Delaware Supreme Court concluded that compliance with Delaware’s registration statutes could no longer be interpreted as a broad consent to personal jurisdiction in any cause of action, however unrelated to the foreign corporation’s activities in Delaware. Thus, unless a foreign corporation has its principal place of business in Delaware or has operations here that are so substantial, continuous and systematic as to render the corporation “at home” here, Delaware cannot exercise general jurisdiction over the foreign corporation. Rather, personal jurisdiction will depend upon the presence of specific jurisdiction and a showing that the claim arose from the foreign corporation’s activities in Delaware.
The Delaware Supreme Court also recognized that express consent could provide a basis for the exercise of general jurisdiction, but the court rejected the argument that mere compliance with Delaware’s registration statutes constituted the requisite express consent.
