Appeal from Superior Court of Spokane County. Docket No: 94-2-06209-8. Date filed: 04/04/95. Judge signing: Hon. Harold D. Clarke Jr.
Authored by Dennis J. Sweeney. Concurring: Philip J. Thompson, Ray E. Munson.
The opinion of the court was delivered by: Sweeney
SWEENEY, C.J. A foreign corporation must obtain a certificate of authority to do business and appoint a registered agent to transact business in Washington. RCW 23B.15.010(1), .070(1)(b). Concrete Placing Company, Inc., is an Idaho corporation. It obtained a certificate of authority and appointed a registered agent in order to build two roads in Walla Walla County in 1985 and 1986. In 1994, it bought a concrete placing machine and a concrete paving plant from Washington Equipment Manufacturing Company, Inc., a Washington corporation. Concrete Placing refused to pay the full purchase price. Washington Equipment sued for the balance of the purchase price in Washington. The trial court dismissed the complaint for lack of jurisdiction. Washington Equipment appeals.
The question presented is one of first impression. Does a foreign corporation consent to general personal jurisdiction by securing a certificate of authority to do business and appointing a registered agent? We conclude it does not. Because of that Conclusion, we must then decide whether Concrete Placing's contacts with Washington were sufficient to support long-arm jurisdiction. See RCW 4.28.185. Again, we conclude they were not. We accordingly affirm the decision of the trial court.
In 1994, Washington Equipment solicited Concrete Placing in Idaho to sell concrete machinery. The two companies eventually contracted in Idaho for the purchase and sale of the machinery. A number of telephone calls were made during which the parties discussed the quotes for both machines. Washington Equipment manufactured the machinery in Spokane County. During the manufacturing process, three Concrete Placing employees inspected the manufacturing process at Washington Equipment's plant and arranged for shipment of the equipment. Washington Equipment delivered the equipment to Concrete Placing in Spokane County at Washington Equipment's plant. Concrete Placing shipped the equipment to Boise, Idaho.
Concrete Placing refused to pay Washington Equipment the balance of the purchase price. Washington Equipment was forced to return the machine to Spokane County. Washington Equipment sued Concrete Placing in Spokane County for the balance of the purchase price ($88,200) and transportation expenses ($1,307). It served Concrete Placing's registered agent, C.T. Corporation, in Washington. Concrete Placing moved to dismiss for lack of jurisdiction or alternatively because of forum non conveniens. The court granted its motion and dismissed the complaint with prejudice. Washington Equipment appeals.
The parties do not dispute the material facts; review is therefore de novo. Hartley v. American Contract Bridge League, 61 Wash. App. 600, 603, 812 P.2d 109, review denied, 117 Wash. 2d 1027, 820 P.2d 511 (1991).
Consent to General Personal Jurisdiction. Washington Equipment first argues that Concrete Placing consented to general personal jurisdiction by obtaining a certificate of authority to do business and appointing a registered agent. This first contention presents a question of general jurisdiction over this foreign corporation not specific jurisdiction. Hein v. Taco Bell, Inc., 60 Wash. App. 325, 328, 803 P.2d 329 (1991). Specific jurisdiction is appropriate when a particular cause of action arises out of, or relates to, the foreign corporation's activities in this state. Id. at 328. General jurisdiction, on the other hand, is unrelated to the corporation's specific activities in this state. Id. at 328; Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408, 414 n.9, 104 S. Ct. 1868, 80 L. Ed. 2d 404 (1984). General jurisdiction focuses instead on whether the foreign corporation's general business activities in Washington are substantial and continuous. Harbison v. Garden Valley Outfitters, Inc., 69 Wash. App. 590, 595, 849 P.2d 669 (1993). Our analysis requires a review of both the requirements for registering a foreign corporation (RCW 23B.15) and the long-arm statute (RCW 4.28.185).
Washington Equipment argues that by obtaining a certificate of authority to do business and appointing a registered agent, a foreign corporation consents to the imposition of general jurisdiction. Underlying Washington Equipment's argument is the legal fiction that by registering to do business in Washington, a foreign corporation consents to jurisdiction. Sternberg v. O'Neil, 550 A.2d 1105, 1109 (Del. 1988). We read Washington's statutory scheme differently.
A foreign corporation must obtain a certificate of authority to do business in this state. RCW 23B.15.010. It "may not transact business" until it does so. RCW 23B.15.010. Further, a foreign corporation doing business in Washington, such as Concrete Placing's road jobs in Walla Walla County during 1985 and 1986, must appoint a registered agent and have a registered office in Washington. RCW 23B.15.030, .070. Nothing, however, in the Washington Business Corporation Act (RCW 23B) states, or implies, that by complying with these mandatory requirements a foreign corporation consents to general jurisdiction in Washington.
Indeed, when the Legislature has wanted to impose jurisdiction because of a foreign corporation's activity, it has said so. For example, members and managers of a foreign limited liability company doing business in Washington submit to the personal jurisdiction of this state. RCW 25.15.310(3).
Consent, including consent to general jurisdiction, requires some knowing and voluntary act. *fn1 A foreign corporation should not be deemed to have knowingly consented to general jurisdiction by doing an act required by the state obtaining a certificate of authority to do business and appointing a registered agent absent legislative intent. *fn2 A Florida corporation, for example, could hardly be said to have consented to the jurisdiction of Washington for a ...