The Segregated Account of Ambac Assurance Corporation v. Countrywide Home Loans, Inc.

2017 WI 71

SUPREME COURT OF WISCONSIN
CASE NO.: 2015AP1493
COMPLETE TITLE: The Segregated Account of Ambac Assurance
Corporation (the "Segregated Account") and Ambac
Assurance Corporation ("Ambac"),
Plaintiffs-Appellants,
v.
Countrywide Home Loans, Inc.,
Defendant-Respondent-Petitioner.
REVIEW OF A DECISION OF THE COURT OF APPEALS
Reported at 370 Wis. 2d 788, 882 N.W.2d 871
(2016 – Unpublished)

OPINION FILED: June 30, 2017
SUBMITTED ON BRIEFS:
ORAL ARGUMENT: February 28, 2017

SOURCE OF APPEAL:
COURT: Circuit
COUNTY: Dane
JUDGE: Peter Anderson

JUSTICES:
CONCURRED:
DISSENTED: A.W. BRADLEY, J. dissents, joined by ABRAHAMSON,
J. (opinion filed).
NOT PARTICIPATING: KELLY, J. did not participate.

ATTORNEYS:
For the defendant-respondent-petitioner, there were briefs
filed by Thomas M. Pyper, Lisa M. Lawless, and Husch Blackwell
LLP, Madison, with whom on the briefs were Joseph M. McLaughlin
and Simpson Thacher & Bartlett LLP, New York. Oral argument by
Joseph M. McLaughlin.

For the plaintiffs-appellants, there was a brief filed by
Erik H. Monson, Karen M. Gallagher, and Coyne, Schultz, Becker &
Bauer, S.C., Madison, with whom on the brief were Barbara A.
Neider, Jeffrey A. Mandell, and Stafford Rosenbaum LLP, Madison.
Oral argument by Barbara A. Neider.
 An amicus curiae brief was filed on behalf of Civil
Procedure Law Professors by John Franke and Gass Weber Mullins
LLC. Oral argument by John Franke.

An amicus curiae brief was filed on behalf of Wisconsin
Manufacturers and Commerce Association and The Chamber of
Commerce of the United States of America by Kevin M. St. John
and Bell Giftos St. John LLC, Madison, with whom on the brief
were Daniel Domenico and Kittredge LLC, Denver.

An amicus curiae brief was filed on behalf of The Coalition
for Litigation Justice by Kathryn A. Keppel and Gimbel, Reilly,
Guerin & Brown LLP, Milwaukee.

2
 2017 WI 71
NOTICE
This opinion is subject to further
editing and modification. The final
version will appear in the bound
volume of the official reports.
No. 2015AP1493
(L.C. No. 2014CV3511)

STATE OF WISCONSIN : IN SUPREME COURT

The Segregated Account of Ambac Assurance
Corporation (the "Segregated Account") and
Ambac Assurance Corporation ("Ambac"), FILED
Plaintiffs-Appellants,
JUN 30, 2017
v.
Diane M. Fremgen
Clerk of Supreme Court
Countrywide Home Loans, Inc. ("Countrywide"),

Defendant-Respondent-Petitioner.

REVIEW of a decision of the Court of Appeals. Reversed and

cause remanded.

¶1 REBECCA GRASSL BRADLEY, J. This case implicates the

authority of Wisconsin courts to exercise general jurisdiction

over a foreign corporation. Countrywide Home Loans, Inc.

petitioned this court for review of an unpublished decision of

the court of appeals,1 which held that Countrywide consented to

general personal jurisdiction in Wisconsin when it appointed a

1
Segregated Account of Ambac Assurance Corp. v. Countrywide
Home Loans, Inc., No. 2015AP1493, unpublished slip op. (Wis. Ct.
App. June 23, 2016) (per curiam).
 No. 2015AP1493

registered agent pursuant to Wis. Stat. § 180.1507 (2015-16).2

Because the text of § 180.1507 does not even mention

jurisdiction, much less consent, Countrywide's compliance with

the statute does not, on its own, confer jurisdiction. We

therefore hold that compliance with § 180.1507 does not subject

Countrywide to general jurisdiction in Wisconsin; accordingly,

we reverse the decision of the court of appeals and remand the

matter to the court of appeals for further proceedings

consistent with this opinion.3

I. BACKGROUND

¶2 Countrywide is a New York corporation with its

principal place of business in California. Prior to the Great

Recession, Countrywide was a leading home mortgage loan insurer,

but its home mortgage activity ended after the housing market

collapsed. Authorized to do business in Wisconsin since 1986,

Countrywide appointed CT Corporation System, a Wisconsin

corporation, as its registered agent for service of process in

2
All subsequent references to the Wisconsin Statutes are to
the 2015-16 version unless otherwise indicated.
3
In the court of appeals, Ambac and the Segregated Account
raised two additional issues: (1) whether Countrywide consented
to personal jurisdiction by appearing in rehabilitation
proceedings in Wisconsin; and (2) whether Countrywide is subject
to personal jurisdiction under Wisconsin's long-arm statute,
Wis. Stat. § 801.05(1). The court of appeals did not address
these other issues because it reversed the circuit court's
decision based on the consent to general jurisdiction argument
raised by Ambac and the Segregated Account. Consequently, we
remand the matter so the court of appeals can decide these
unresolved issues.

2
 No. 2015AP1493

2014. Prior to commencement of this action, Countrywide did not

maintain any offices, employees, or business presence within the

state.

¶3 Ambac Assurance Corporation is a Wisconsin corporation

with its principal place of business in New York. As an insurer

of financial instruments, Ambac issued polices in 2005 insuring

against losses stemming from residential mortgage-backed

securities containing Countrywide mortgage loans. Neither the

policies nor the contracts were negotiated in Wisconsin, but the

underlying securities did include mortgage loans made to

Wisconsin residents and secured by property here. When many of

the mortgage loans underlying the securities defaulted during

the Great Recession, the policies obligated Ambac to pay claims

worth hundreds of millions of dollars. Because of Ambac's

significant liabilities under the policies, the Wisconsin

Commissioner of Insurance approved a plan in March 2010

establishing the Segregated Account of Ambac Assurance

Corporation. Ambac transferred its policies into the Segregated
Account, which now owns the policies. The Segregated Account

entered statutory rehabilitation pursuant to Wis. Stat.

§§ 645.31-32,4 and rehabilitation proceedings remain ongoing.5

4
For helpful background on rehabilitation proceedings, see
generally Nickel v. Wells Fargo Bank, 2013 WI App 129, ¶¶12-15,
351 Wis. 2d 539, 841 N.W.2d 482.
5
In re Rehabilitation of Segregated Account of Ambac
Assurance Corp., No. 2010CV1576 (Dane Cty. Cir. Ct.). Appeals
related to the rehabilitation proceedings have generated
published opinions by this court and the court of appeals. In
(continued)
3
 No. 2015AP1493

¶4 Ambac and the Segregated Account6 filed this suit

against Countrywide in December 2014 and served CT Corporation

System with the summons and complaint in January 2015. The

complaint alleged that Ambac incurred substantial liability

under the insurance policies only because Countrywide

fraudulently misrepresented the quality of the mortgages

underlying the securities.7 Countrywide moved to dismiss the

complaint for lack of personal jurisdiction. Ambac opposed the

motion, arguing that Countrywide consented to general

jurisdiction in Wisconsin when it appointed a registered agent

under Wis. Stat. §§ 180.1507 and 180.1510.

¶5 Dismissing the complaint for lack of personal

jurisdiction, the Dane County Circuit Court8 concluded that

Wisconsin courts cannot exercise general jurisdiction over

Countrywide.9 The circuit court reasoned that "merely having a

re Rehabilitation of Segregated Account of Ambac Assurance
Corp., 2012 WI 22, 339 Wis. 2d 48, 810 N.W.2d 450; Nickel, 351
Wis. 2d 539.
6
To facilitate readability, we will refer to Ambac and the
Segregated Account collectively as "Ambac" for the remainder of
the opinion.
7
Ambac also filed suit against Countrywide in New York for
alleged fraudulent representations regarding residential
mortgage-backed securities.
8
The Honorable Peter C. Anderson presiding.
9
The circuit court also rejected Ambac's arguments that
Countrywide consented to personal jurisdiction by appearing in
the rehabilitation proceedings and that Wisconsin's long-arm
statute, Wis. Stat. § 801.05(1), allowed the court to exercise
specific jurisdiction over Countrywide.

4
 No. 2015AP1493

registered agent and merely having . . . one or two foreclosure

actions [does] not make you a resident of this state in the same

sense that [anyone] . . . from Wisconsin could be sued in

Wisconsin and could not be heard to complain." Absent explicit

contractual consent, the court determined that "the registered

agent and the very modest participation in foreclosure

proceedings at the time of the filing . . . would not sustain

jurisdiction under [Daimler AG v. Bauman, 134 S. Ct. 746

(2014)]."

¶6 Ambac appealed, and the court of appeals reversed.

Segregated Account of Ambac Assurance Corp. v. Countrywide Home

Loans, Inc., No. 2015AP1493, unpublished slip op. (Wis. Ct. App.

June 23, 2016) (per curiam). Quoting language from this court's

decisions in Punke v. Brody, 17 Wis. 2d 9, 115 N.W.2d 601

(1962), and Hasley v. Black, Sivalls & Bryson, Inc., 70

Wis. 2d 562, 235 N.W.2d 446 (1975), the court of appeals held

that appointing a registered agent for service of process

constituted consent to general jurisdiction in Wisconsin.
Segregated Account, unpublished slip op., ¶¶11-13. It therefore

agreed with Ambac that, "by maintaining a Wisconsin agent to

receive service of process . . . , Countrywide 'subjected'

itself to the 'general jurisdiction' of Wisconsin courts, and

actually consented to personal jurisdiction." Id., ¶9. The

court of appeals rejected Countrywide's argument that the

Supreme Court's Daimler decision either directly or indirectly

undermined Punke and Hasley. Id., ¶¶18-20. Countrywide filed a
petition for review, which we granted.
5
 No. 2015AP1493

II. STANDARD OF REVIEW

¶7 Whether Wisconsin courts have personal jurisdiction

over a foreign corporation is a question of law we review de

novo, although we benefit from the analyses of the circuit court

and court of appeals. Rasmussen v. Gen. Motors Corp., 2011 WI

52, ¶14, 335 Wis. 2d 1, 803 N.W.2d 623 (first citing Kopke v. A.

Hartrodt S.R.L., 2001 WI 99, ¶10, 245 Wis. 2d 396, 629

N.W.2d 662; then citing State v. Aufderhaar, 2005 WI 108, ¶10,

283 Wis. 2d 336, 700 N.W.2d 4).

III. DISCUSSION

A. Personal Jurisdiction over Corporations

¶8 A brief review of personal jurisdiction doctrine

places our statutory interpretation question in the appropriate

context. Shortly after the adoption of the Fourteenth Amendment

to the United States Constitution, the Supreme Court decided

Pennoyer v. Neff, 95 U.S. 714 (1878), which tied personal

jurisdiction to a defendant's presence within the forum state.

At the time, service of process on a defendant within the forum
cemented personal jurisdiction. Id. at 722-24. This

territorial approach, however, limited jurisdiction over

corporations; because corporations were not people, their

"presence" within a forum state was statutorily defined by the

legislature. In most forums, corporations were subject to suit

only if incorporated in that state. Cf. State ex rel. Drake v.

Doyle, 40 Wis. 175, 197 (1876) ("The corporation, being the mere

creation of local law, can have no legal existence beyond the
limits of the sovereignty where created." (quoting Paul v.
6
 No. 2015AP1493

Virginia, 75 U.S. (8 Wall.) 168, (1869))); see also Bank of

Augusta v. Earle, 38 U.S. (13 Pet.) 519, 588 (1839) ("[A]

corporation can have no legal existence out of the boundaries of

the sovereignty by which it is created. It exists only in

contemplation of law, and by force of the law; and where that

law ceases to operate, and is no longer obligatory, the

corporation can have no existence.").

¶9 Consequently, foreign corporations could be immune

from suit, even if they carried out significant operations

within a state. Registration statutes thus arose in part to

permit the exercise of jurisdiction over foreign corporations.

See Morris & Co. v. Skandinavia Ins. Co., 279 U.S. 405, 408-09

(1929) ("The purpose of state statutes requiring the appointment

by foreign corporations of agents upon whom process may be

served is primarily to subject them to the jurisdiction of local

courts in controversies growing out of transactions within the

State."). The corporation's in-state agent satisfied Pennoyer's

local presence requirement, and some courts discovered an
implicit "consent" to personal jurisdiction within the

appointment of the agent. See Burnham v. Super. Ct. of Cal.,

495 U.S. 604, 617-18 (1990) (plurality).

¶10 In 1945, however, the Supreme Court decided

International Shoe Co. v. Washington, 326 U.S. 310 (1945),

dispensed with the "purely fictional" notions of implied consent

and presence-by-agent, and redirected personal jurisdiction

doctrine away from the territorial approach that prevailed under
Pennoyer. Burnham, 495 U.S. at 618 (plurality). Two categories
7
 No. 2015AP1493

of personal jurisdiction have emerged since then. A corporation

may be subject to personal jurisdiction in a forum state under a

theory of "specific jurisdiction" if it has "certain minimum

contacts with [the forum] such that the maintenance of the suit

does not offend 'traditional notions of fair play and

substantial justice.'" Int'l Shoe, 326 U.S. at 316 (quoting

Milliken v. Meyer, 311 U.S. 457, 463 (1940)). Exercise of

specific jurisdiction requires a nexus between the defendant's

activities in the state and the suit against it. Availability

of specific jurisdiction obviates the need for states to use

registration statutes to secure personal jurisdiction over

foreign corporations' activities.

¶11 By contrast, a state may exercise "general

jurisdiction" over a corporation if its "continuous corporate

operations within [the] state [are] . . . so substantial and of

such a nature as to justify suit against it on causes of action

arising from dealings entirely distinct from those activities."

Id. at 318; see also Helicopteros Nacionales de Colum., S.A. v.
Hall, 466 U.S. 408, 414 n.8 (1984). If a defendant is subject

to general jurisdiction in a forum, it may be sued there even in

the absence of any relationship between the litigation and the

defendant's contacts with the state. In recent years, the

Supreme Court clarified the limits the Fourteenth Amendment's

Due Process Clause places on the scope of general jurisdiction:

"A court may assert general jurisdiction over

foreign . . . corporations to hear any and all claims against
them when their affiliations with the State are so 'continuous
8
 No. 2015AP1493

and systematic' as to render them essentially at home in the

forum State." Daimler, 134 S. Ct. at 754 (alteration omitted;

emphasis added) (quoting Goodyear Dunlop Tires Operations, S.A.

v. Brown, 564 U.S. 915, 919 (2011)). Critically, a

corporation's "in-state business" sufficient to support a forum

state's exercise of specific personal jurisdiction "does not

suffice to permit the assertion of general jurisdiction over

claims . . . that are unrelated to any activity occurring in"

the forum state. BNSF Ry. Co. v. Tyrrell, 137 S. Ct. 1549, 1559

(2017).

¶12 "With respect to a corporation, the place of

incorporation and principal place of business are

'paradig[m] . . . bases for general jurisdiction'" because they

are "unique" and "easily ascertainable." Daimler, 134 S. Ct. at

760 (alterations in original) (quoting Goodyear, 564 U.S. at

924). In corralling "exorbitant exercises of all-purpose

jurisdiction," the Supreme Court recognized the value in having

a "clear and certain forum in which a corporate defendant may be
sued on any and all claims." Id. at 760-61. Identifying "at

least one" definite forum where corporate defendants are subject

to general jurisdiction benefits plaintiffs but also enables

defendants "to structure their primary conduct with some minimum

assurance as to where that conduct will and will not render them

liable to suit." Id. at 760-62 (quoting Burger King Corp. v.

Rudzewicz, 471 U.S. 462, 472 (1985)).

9
 No. 2015AP1493

B. Appointment of a Registered Agent in Wisconsin

¶13 The question before this court is whether compliance

with Wis. Stat. § 180.1507, without more, constitutes consent to

general jurisdiction in Wisconsin. Interpretation of this

statute is a matter of first impression. As always, "statutory

interpretation begins with the language of the statute." State

ex rel. Kalal v. Cir. Ct. for Dane Cty., 2004 WI 58, ¶45, 271

Wis. 2d 633, 663, 681 N.W.2d 110, 124 (internal quotation mark

omitted) (quoting Seider v. O'Connell, 2000 WI 76, ¶43, 236

Wis. 2d 211, 612 N.W.2d 659). We give statutory text its

"common, ordinary, and accepted meaning." Id. Because both

context and structure are "important to meaning," we interpret

statutory text "in the context in which it is used; not in

isolation but as part of a whole; in relation to the language of

surrounding or closely-related statutes; and reasonably, to

avoid absurd or unreasonable results." Id., ¶46.

¶14 To conduct business in Wisconsin, foreign corporations

must comply with certain registration and appointment
requirements. Among other conditions found in Chapter 180, Wis.

Stat. § 180.1507 requires that "[e]ach foreign corporation

authorized to transact business in this state shall continuously

maintain in this state a registered office and registered

agent."10 Ambac now argues that appointment of a registered

agent under § 180.1507 amounts to consent to general

10
Wisconsin Stat. § 180.1507 also specifies characteristics
of permissible registered agents, which we need not reproduce.

10
 No. 2015AP1493

jurisdiction. In support of its position, Ambac points out that

Wis. Stat. § 180.1510(1) designates a foreign corporation's

registered agent as the corporation's agent for service of

process.11

¶15 We disagree with Ambac's interpretation. Consent to

general jurisdiction cannot be read into Wis. Stat. §§ 180.1507

and 180.1510 without "expand[ing] the meaning of the statute[s]

to the point that we engage in rewriting the statute[s], not

merely interpreting [them]." State v. Briggs, 214 Wis. 2d 281,

288, 571 N.W.2d 881 (Ct. App. 1997). We will not rewrite the

statute to create jurisdiction where the legislature has not.

The text of Wis. Stat. § 180.1507 is devoid of any language

regarding either consent or jurisdiction. Section 180.1507

merely requires that every foreign corporation authorized to do

business in Wisconsin maintain a registered office and

registered agent in the state. Subsections (1) through (3) then

describe the persons and entities eligible to serve as

registered agents. The language is straightforward, and none of
the words——independently or taken together——suggest consent to

jurisdiction.12 Because Chapter 180 in no way telegraphs that
11
Wisconsin Stat. § 180.1510(1) provides, in full: "Except
as provided in subs. (2) and (3), the registered agent of a
foreign corporation authorized to transact business in this
state is the foreign corporation's agent for service of process,
notice or demand required or permitted by law to be served on
the foreign corporation."
12
Because the meaning of Wis. Stat. §§ 180.1507 and
180.1510 is clear, we do not consider the legislative history
and model act materials that Ambac brings to our attention.

11
 No. 2015AP1493

registration equals consent to general jurisdiction, a foreign

corporation would be understandably surprised to learn, perhaps

before it even conducts any business here, that registration

automatically subjects it to being hauled into a Wisconsin court

in a case having no connection whatsoever to Wisconsin.

¶16 Wisconsin Stat. § 180.1510(1) does mention "service of

process"——a term generally associated with the initiation of a

lawsuit——but service of process is an act distinct from the

grounds necessary to confer general jurisdiction.13 A registered

agent's role is to receive service of process, notice, or demand

on behalf of a foreign corporation, and the agent's mere receipt

of process does not empower Wisconsin courts to exercise either

specific or general personal jurisdiction without compromising

the due process rights of the foreign corporation. The fact

that Wis. Stat. § 180.1510(1) assigns the registered agent

responsibility to receive process therefore cannot transform

appointment of an agent under Wis. Stat. § 180.1507 into consent

to general jurisdiction. To conclude differently would
resurrect the "purely fictional" notions of "implied consent"

and "presence" associated with designated agents during a bygone

era when foreign corporations would otherwise elude justice in

proper forums. That period of time has passed, and those

13
See Wis. Stat. § 801.11 (grounds for personal
jurisdiction are a prerequisite to its exercise, implying that
the basis for personal jurisdiction over a foreign corporation
exists independently from the means by which the plaintiff
effects service).

12
 No. 2015AP1493

defunct concepts were appropriately discarded, having been

superseded by long-arm statutes.

¶17 Adopting Ambac's interpretation of Wis. Stat.

§§ 180.1507 and 180.1510(1) as effecting consent to general

jurisdiction would render Wisconsin's long-arm statute

superfluous with respect to all foreign corporations authorized

to transact business in this state——the very entities the long-

arm statute was designed to reach:

[T]he objective of the statute was to give citizens of
Wisconsin the right to make use of the courts of this
state in instituting causes of action against any
foreign corporation, which actually is carrying on
business activities within the state, subject only to
such limitations as are imposed by the United States
constitution.
Vt. Yogurt Co. v. Blanke Baer Fruit & Flavor Co., 107

Wis. 2d 603, 609-10, 321 N.W.2d 315 (Ct. App. 1982) (emphasis

added; original emphasis omitted) (quoting Huck v. Chi.,

St. Paul, Minneapolis & Omaha Ry., 4 Wis. 2d 132, 137, 90

N.W.2d 154 (1958)). In interpreting the scope of the long-arm

statute, Wisconsin courts have long recognized that "[t]his

state does not have the same interest in providing a forum for

nonresidents whose injuries by nonresidents have no connection

to this state as it does in protecting its residents from

nonresidents doing business here." Id. at 612 (emphasis added).

The long-arm statute reaches foreign corporations doing business

in Wisconsin, which are required to register an agent for

service of process. If such registration were sufficient to
expose foreign corporations to general, all-purpose jurisdiction

13
 No. 2015AP1493

of Wisconsin courts, the long-arm statute would effectively

serve no purpose. "Statutory interpretations that render

provisions meaningless should be avoided." Belding v. Demoulin,

2014 WI 8, ¶17, 352 Wis. 2d 359, 843 N.W.2d 373; accord Kalal,

271 Wis. 2d 633, ¶46; State ex rel. Smith v. City of Oak Creek,

139 Wis. 2d 788, 796, 407 N.W.2d 901 (1987); Harrington v.

Smith, 28 Wis. 43, 67 (1871); see also Antonin Scalia & Bryan A.

Garner, Reading Law 174-79 (2012) ("[A statute] should [not]

needlessly be given an interpretation that causes it to

duplicate another provision or to have no consequence.").

¶18 Wisconsin Stat. § 801.05(1)(d) gives Wisconsin courts

personal jurisdiction over a defendant "engaged in substantial

and not isolated activities within this state, whether such

activities are wholly interstate, intrastate, or otherwise."

But if we equate appointment of a registered agent under Wis.

Stat. § 180.1507 with consent to general jurisdiction, Wisconsin

courts would not need to establish grounds for specific

jurisdiction under Wis. Stat. § 801.05(1)(d), except with
respect to foreign corporations prohibited from transacting

business in this state under Wis. Stat. § 180.1501——entities the

long-arm statute is unlikely to reach.14 A foreign corporation's

14
See, e.g., Rasmussen v. Gen. Motors. Corp., 2011 WI 52,
¶44, 335 Wis. 2d 1, 803 N.W.2d 623 (declining to impute
subsidiary's substantial and not isolated activities in
Wisconsin to foreign parent company); Vt. Yogurt Co. v. Blanke
Baer Fruit & Flavor Co., 107 Wis. 2d 603, 605-06, 613, 321
N.W.2d 315 (Ct. App. 1982) (declining to exercise jurisdiction
over defendant where "the dispute between the parties had [no]
connection to this state" and defendant was "not licensed to do
(continued)
14
 No. 2015AP1493

contacts with Wisconsin would be irrelevant so long as it

registered an agent for service of process——which all foreign

corporations authorized to transact business in this state must

do.15 We will not interpret Wis. Stat. §§ 180.1507 and

180.1510(1) in a manner that makes the long-arm statute "idle and

nugatory." Scalia & Garner, supra, at 174 (internal quotation

mark omitted) (quoting Thomas M. Cooley, A Treatise on the

Constitutional Limitations Which Rest upon the Legislative Power

of the States of the American Union 58 (1868)).16

business in Wisconsin"). But see, e.g., Capitol Fixture &
Woodworking Grp. v. Woodma Distribs., Inc., 147 Wis. 2d 157,
159-63, 432 N.W.2d 647 (Ct. App. 1988) (holding that Wis. Stat.
§ 801.05(5)(e), which confers jurisdiction in any action that
relates to goods received by plaintiff in Wisconsin from
defendant, conferred jurisdiction over defendant, despite
argument that Wisconsin lacked jurisdiction under Wis. Stat.
§ 801.05(1)(d) because defendant was "not licensed to do
business in Wisconsin").
15
See Brown v. Lockheed Martin Corp., 814 F.3d 619, 636 (2d
Cir. 2016) ("[I]f the mere maintenance of a registered agent to
accept service under [Connecticut's registration statute]
effected an agreement to submit to general jurisdiction, it
seems to us that the specific jurisdiction provisions of the
long-arm statute . . . wouldn't be needed except with regard to
unregistered corporations: Registered corporations would be
subject to jurisdiction with regard to all matters simply by
virtue of process duly served on its appointed agent.").
16
We also recognize the perverse incentive created by
reading consent into the registered agent statute. A foreign
corporation could elect non-compliance with Chapter 180 in order
to evade the general jurisdiction of Wisconsin courts, while a
fully compliant foreign corporation would expose itself to suits
having nothing whatsoever to do with Wisconsin. If registering
an agent for service of process is tantamount to consent to
general, all-purpose jurisdiction, foreign corporations that
(continued)
15
 No. 2015AP1493

¶19 Ambac also relies on Wis. Stat. § 180.1505(2), under

which a corporation certified to do business in Wisconsin "has

the same but no greater rights and has the same but no greater

privileges as, and . . . is subject to the same duties,

restrictions, penalties and liabilities . . . imposed on, a

domestic corporation of like character." Ambac argues that

because foreign corporations "enjoy[] the privilege of using the

Wisconsin courts and [are] placed on equal footing with domestic

companies," § 180.1505(2) operates with Wis. Stat. §§ 180.1507

and 180.1510(1) to imply that certified foreign corporations

consent to personal jurisdiction in Wisconsin for any claim,

regardless of the claim's relationship to the state.

¶20 Once again, Ambac disengages from the plain language

of Chapter 180. Like Wis. Stat. §§ 180.1507 and 180.1510(1),

Wis. Stat. § 180.1505(2) mentions neither consent nor

jurisdiction; thus, its plain language undermines Ambac's

argument.17 It is too great a leap to characterize consent to

comply with our laws would be penalized for doing so. See
Genuine Parts Co. v. Cepec, 137 A.3d 123, 140-41 (Del. 2016).
17
Because the dissent faults our discussion of Wis. Stat.
§ 180.1507 in conjunction with Wis. Stat. §§ 180.1510(1),
180.1505(2), and 801.05(1)(d) for purportedly "employ[ing] a
misguided framework of statutory interpretation" that places
§ 180.1507 "in isolation from the wider embrace of the statutory
scheme," dissent, ¶36, we pause to note the appropriate role of
the "whole-text" canon for using context to assess the meaning
of statutory language:

Properly applied, it typically establishes that only
one of the possible meanings that a word or phrase can
(continued)
16
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general jurisdiction as a "duty" imposed on every foreign

corporation that registers to do business in Wisconsin,

particularly where the actual statutory language offers no

warning that exposure to suits in Wisconsin for claims arising

elsewhere is a consequence of registration.

¶21 Treating general jurisdiction as a "duty" of domestic

corporations that extends to all registered foreign corporations

by default would extend Wisconsin's exercise of general

jurisdiction beyond the tapered limits recently described by the

Supreme Court. Because the Due Process Clause of the Fourteenth

Amendment controls the circumstances under which a state may

exercise personal jurisdiction, we must consider the due process

implications of exercising jurisdiction over a foreign

corporation. This court generally avoids interpreting statutes

in a way that places their constitutionality in question. Blake

v. Jossart, 2016 WI 57, ¶27, 370 Wis. 2d 1, 884 N.W.2d 484

bear is compatible with use of the same word or phrase
elsewhere in the statute; or that one of the possible
meanings would cause the provision to clash with
another portion of the statute. It is not a proper
use of the canon to say that since the overall purpose
of the statute is to achieve x, any interpretation of
the text that limits the achieving of x must be
disfavored. . . . [L]imitations on a statute's reach
are as much a part of the statutory purpose as
specifications of what is to be done.

Antonin Scalia & Bryan A. Garner, Reading Law 168 (2012). As we
have made clear, there is no ambiguity of meaning for context to
clarify in Wis. Stat. § 180.1507 because that section mentions
neither consent nor jurisdiction, and we will not concoct
meaning from "context" where the legislature has not spoken.

17
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("[I]f any doubt exists about the statute's constitutionality,

the court must resolve that doubt in favor of upholding the

statute." (citations omitted)), cert. denied, 137 S. Ct. 669

(2017); accord State ex rel. Hammermill Paper Co. v. La Plante,

58 Wis. 2d 32, 46, 205 N.W.2d 784 (1973); see also Scalia &

Garner, supra, at 247-51 ("A statute should be interpreted in a

way that avoids placing its constitutionality in doubt.").

¶22 In Goodyear Dunlop Tires Operations, S.A. v. Brown,

564 U.S. 915 (2011), the Supreme Court addressed the proper

scope of general jurisdiction within the bounds of due process,

holding that a corporation may be subject to general

jurisdiction only in a forum where it "is fairly regarded as at

home." Id. at 924. In Daimler, the Court later clarified the

circumstances under which a corporation has sufficiently

continuous and systematic contacts to be "at home" in a forum

state. Rather than focusing "solely on the magnitude of the

defendant's in-state contacts," a court must conduct "an

appraisal of a corporation's activities in their entirety,
nationwide and worldwide," because "[a] corporation that

operates in many places can scarcely be deemed at home in all of

them." 134 S. Ct. at 762 n.20 (quoting id. at 767 (Sotomayor,

J., concurring)). A forum state denies defendants due process

of law if it "subject[s] foreign corporations to general

jurisdiction whenever they have an in-state subsidiary or

affiliate." Id. at 759-60. Within this framework, the Daimler

Court explained that "Goodyear did not hold that a corporation
may be subject to general jurisdiction only in a forum where it
18
 No. 2015AP1493

is incorporated or has its principal place of business; it

simply typed those places paradigm all-purpose forums." Id. at

760.

¶23 Courts in other jurisdictions have recognized that

Goodyear and Daimler strictly confine the exercise of general

jurisdiction over foreign corporations within the bounds of due

process. In a comprehensive opinion reversing its own

precedent, which previously held that appointment of an agent

for service of process conferred general jurisdiction over a

foreign corporation,18 the Delaware Supreme Court reconsidered

Delaware's registration statute in light of the altered due

process framework:

Our duty is to construe a statute of our state in
a manner consistent with the U.S. Constitution, when
it is possible to do so with no violence to its plain
meaning. Nothing in the registration statutes
explicitly says that a foreign corporation registering
thereby consents to the personal jurisdiction of this
state. Nothing in the statutes explicitly says that
by having to register in order to "do any business in
this State, through or by branch offices, agents or
representatives located in this State," and to appoint
a registered agent in the state to receive service of
process, that meant a foreign corporation was waiving
any objection to personal jurisdiction for causes of
action not arising out of the conduct in Delaware that
gave rise to the registration requirement.

In light of Daimler, [Delaware's registration
statute] can be given a sensible reading by construing
it as requiring a foreign corporation to allow service
of process to be made upon it in a convenient way in

18
See Sternberg v. O'Neil, 550 A.2d 1105 (Del. 1988).

19
 No. 2015AP1493

proper cases, but not as a consent to general
jurisdiction.
Genuine Parts Co. v. Cepec, 137 A.3d 123, 142 (Del. 2016)

(footnotes omitted) (quoting Del. Code Ann. tit. 8, § 371(b)).

In construing a Connecticut statute with language mirroring Wis.

Stat. § 180.1510's, the Second Circuit similarly observed that

[i]f mere registration and the accompanying
appointment of an in-state agent——without an express
consent to general jurisdiction——nonetheless sufficed
to confer general jurisdiction by implicit consent,
every corporation would be subject to general
jurisdiction in every state in which it registered,
and Daimler's ruling would be robbed of meaning by a
back-door thief.
Brown v. Lockheed Martin Corp., 814 F.3d 619, 640 (2d Cir.

2016).19

¶24 The shade of constitutional doubt that Goodyear and

Daimler cast on broad approaches to general jurisdiction informs

our assessment of this court's older cases. Ambac argues that

State ex rel. Aetna Ins. Co. v. Fowler, 196 Wis. 451, 220 N.W.

534 (1928), stands for the proposition that "appointing a

19
See also Wal-Mart Stores, Inc. v. LeMaire, ___ P.3d ___,
¶13, 2017 WL 1954809 (Ariz. Ct. App. 2017) ("Because the modern
doctrine of specific jurisdiction amply ensures that a state has
jurisdiction when a corporation's conduct allegedly causes harm
in that state, there is no need to base personal jurisdiction
solely upon a murky implication of consent to suit——for all
purposes and in all cases——from the bare appointment of an agent
for service."); State ex rel. Norfolk S. Ry. Co. v. Dolan, 512
S.W.3d 41, 46-47 (Mo. 2017) (en banc) ("The Supreme Court held
[in Daimler] that the mere conduct of . . . systematic and
continuous business activities in the state was not sufficient
to subject the corporation to general jurisdiction in the state
for all causes of action not related to that state.").

20
 No. 2015AP1493

Wisconsin agent for service, without limiting the scope of such

agency, subjected foreign corporations to general personal

jurisdiction." The Aetna court held that

foreign insurance corporations are bound [by
statute] . . . to hold themselves amenable to the
jurisdiction of our courts for a cause of action which
may . . . be properly brought against them for a cause
of action arising outside of this state . . . , []
though the cause of action may not affect the property
of such insurance corporation.
196 Wis. at 457. The court cited Pennsylvania Fire Insurance

Co. of Philadelphia v. Gold Issue Mining & Milling Co., 243 U.S.

93 (1917), in support of that holding. Importantly, the statute

at issue in Aetna was interpreted to require insurance

corporations to consent to jurisdiction by service of process on

the insurance commissioner, which "clearly put[] the foreign

insurance corporation[s] outside of the general foreign

corporation statute." Aetna, 196 Wis. at 457. Aetna does not

control our interpretation of Wisconsin's modern corporate

registration statute because Aetna interpreted a statute

regulating insurance corporations.

¶25 Significantly, the Daimler Court cautioned that

"cases . . . decided in the era dominated by Pennoyer's

territorial thinking should not attract heavy reliance today."

134 S. Ct. at 761 n.18 (citation omitted). Although the Supreme

Court never expressly overruled the Pennsylvania Fire decision

relied upon by the Aetna court,20 both cases reflect the

20
Recently, the Supreme Court specifically declined to
discuss consent to general personal jurisdiction in BNSF Ry. Co.
(continued)
21
 No. 2015AP1493

reasoning of an era when states could not exercise jurisdiction

over a foreign corporation absent the appointment of an agent

for service of process. Because Aetna and Pennsylvania Fire

represent a disfavored approach to general jurisdiction, we

instead give preference to prevailing due process standards when

interpreting a contemporary statute for the first time.

¶26 Turning to this court's opinions in Punke and Hasley,

we begin by observing that neither case interpreted the

registered agent statute; therefore, like Aetna, they do not

control our interpretation of Wis. Stat. § 180.1507.

Furthermore, subjecting foreign corporations to general

jurisdiction wherever they register an agent for service of

process would reflect the "sprawling view of general

jurisdiction" rejected by the Supreme Court in Goodyear.

Daimler, 134 S. Ct. at 760 (quoting Goodyear, 564 U.S. at 929).

Accordingly, Ambac's and the court of appeals' heavy reliance on

language from these opinions is unfounded.

¶27 Importantly, Punke addressed whether an individual
could consent to personal jurisdiction in Wisconsin by

appointing an agent to accept service on his behalf. See Punke,

17 Wis. 2d at 13-14. But whether an individual consents to

personal jurisdiction by appointing an agent presents a

different question than whether a corporation's appointment of a

registered agent——as required by law——automatically subjects the

v. Tyrrell, 137 S. Ct. 1549, 1559 (2017), because the court
below had not addressed the issue.

22
 No. 2015AP1493

corporation to general jurisdiction. We will not infer the

existence of implied consent to general jurisdiction in

Wisconsin's business corporations statutes from an opinion

basing consent to personal jurisdiction on an individual's

appointment of an agent to receive service of summons. Punke is

inapposite to this case.

¶28 Hasley, on the other hand, did explore whether

Wisconsin courts could exercise jurisdiction over a foreign

corporation, but "[i]t [was] agreed between the parties that

statutory personal jurisdiction over [the defendant] by the

Wisconsin trial court would adhere only under the 'long-arm'

statute." 70 Wis. 2d at 574. The court's analysis accordingly

focused on whether the nature, quality, and extent of the

defendant's contacts in Wisconsin satisfied the statutory basis

for asserting specific jurisdiction without offending due

process. Within the context of its due process analysis, the

Hasley court only surmised that "a defendant entity might be

subject to personal jurisdiction . . . by its consent evidenced
by appointment of an agent for service of process." Id. at 582

(emphasis added). The Hasley court's examination of whether

Wisconsin courts could exercise specific jurisdiction over the

foreign corporation did not consider consent to jurisdiction via

appointment of a registered agent or otherwise. Because consent

to jurisdiction by appointment of a registered agent arose only

as an aside when relaying International Shoe's rules governing

personal jurisdiction over corporations——and then only as a
possibility, rather than a certainty——Hasley does not control
23
 No. 2015AP1493

our interpretation of Wis. Stat. § 180.1507. The court of

appeals erred in determining otherwise, particularly in light of

Daimler and Goodyear.

¶29 Ultimately, Aetna, Punke, and Hasley are unhelpful in

determining whether Countrywide's compliance with Wis. Stat.

§ 180.1507 is tantamount to consent to general jurisdiction in

Wisconsin. Notably, each of these cases predate the 1989

enactment of Chapter 180 and reflect outmoded jurisdictional

approaches that should not be fused with modern statutes,

particularly when such concepts are irreconcilable with the due

process rights of corporate defendants. Absent express

statutory language asserting general jurisdiction over a foreign

corporation based on its appointment of an agent for service of

process, we will not depart from the plain meaning of Wis. Stat.

§ 180.1507, which serves merely as a registration statute, not a

conferral of consent to general jurisdiction.

¶30 Finally, we note that our holding does not bar the

courtroom door to plaintiffs with claims against foreign
corporations. Under the doctrine of specific jurisdiction,

plaintiffs may seek relief from foreign corporations in

Wisconsin courts when a nexus exists between the cause of action

and the corporation's in-state activities. Indeed, we remand to

the court of appeals to consider whether Wisconsin courts may

exercise specific jurisdiction over Countrywide in this case.

But the Fourteenth Amendment's Due Process Clause restricts the

exercise of general jurisdiction over foreign corporations to
those cases in which the nature of a foreign corporation's
24
 No. 2015AP1493

operations render it "at home" in this state. Because

Countrywide is incorporated and maintains its principal place of

business elsewhere, it is not "at home" in Wisconsin.

IV. CONCLUSION

¶31 We hold that appointing a registered agent under Wis.

Stat. § 180.1507 does not signify consent to general personal

jurisdiction. The statute's plain language does not mention

jurisdiction, and Ambac's proffered deviation from the text

would place the statute's constitutionality into doubt. Foreign

corporations principally operating outside of Wisconsin may

rightly be subject to suit in our courts for claims arising out

of their activities in this state, but the Supreme Court has

made clear that the Due Process Clause proscribes the exercise

of general jurisdiction over foreign corporations beyond

exceptional circumstances not present here.

By the Court.—The decision of the court of appeals is

reversed, and the cause remanded to the court of appeals.

¶32 DANIEL KELLY, J., did not participate.

25
 No. 2015AP1493.awb

¶33 ANN WALSH BRADLEY, J. (dissenting). The majority's

reasoning evinces a misunderstanding of the concept of consent

to personal jurisdiction set forth both in Wisconsin statutes

and case law. Ambac, a Wisconsin plaintiff, filed a lawsuit in

its home state against a foreign corporation that is registered

to conduct business in Wisconsin and has assigned an agent to

receive service of process here.

¶34 Countrywide, a foreign corporation, has used Chapter

180 of the Wisconsin Statutes to file over one hundred

foreclosure lawsuits against Wisconsin homeowners in Wisconsin

courts. But now that the shoe is on the other foot, it contends

that Wisconsin courts no longer have jurisdiction under that

same chapter when lawsuits are filed against it. And, a

majority of this court agrees.

¶35 The majority concludes that "[b]ecause the text of

[Wis. Stat.] § 180.1507 does not even mention jurisdiction, much

less consent, Countrywide's compliance with the statute does

not, on its own, confer jurisdiction." Majority op., ¶1
(emphasis added). This myopic lens through which the majority

focuses gives rise to its folly.

¶36 I address two significant flaws upon which the

majority rests it conclusion. First, it employs a misguided

framework of statutory interpretation by examining a statute "on

its own." Majority op., ¶1. Individual statutes do not exist

in isolation from the wider embrace of the statutory scheme.

They must be examined in context. Second, the majority fails to
recognize the distinction between cases where general personal

1
 No. 2015AP1493.awb

jurisdiction is conferred by consent and cases that looked

instead to contacts with a forum state to establish such

jurisdiction.

¶37 As did the court of appeals, I conclude that the

circuit court has general personal jurisdiction over Countrywide

in this action. Under Wisconsin's statutory scheme, Countrywide

consented to personal jurisdiction in Wisconsin when it

appointed a registered agent in order to accept service of

process pursuant to Wis. Stat. §§ 180.1507 and 180.1510(1).

Accordingly, I respectfully dissent.

I

¶38 At the center of the majority's plain language

analysis lies its search for the words "consent" or

"jurisdiction" in Wis. Stat. § 180.1507. Examining the statute

in isolation, the majority contends that "[a]bsent express

statutory language asserting general jurisdiction over a foreign

corporation based on its appointment of an agent for service of

process, we will not depart from the plain meaning of
§ 180.1507, which serves merely as a registration statute, not a

conferral of consent to general jurisdiction." Majority op.,

¶29.

¶39 Over and over, it repeats this plain language refrain.

See, e.g., Majority op., ¶15 ("The text of Wis. Stat. § 180.1507

is devoid of any language regarding either consent or

jurisdiction."); see also id. ("The language is straightforward,

and none of the words——independently or taken together——suggest
consent to jurisdiction."); Id., ¶20 ("Ambac disengages from the

2
 No. 2015AP1493.awb

plain language of Chapter 180. Like Wis. Stat. §§ 180.1507 and

180.1510(1), Wis. Stat. § 180.1505(2) mentions neither consent

nor jurisdiction; thus, its plain language undermines Ambac's

argument.").

¶40 Indeed, the absence of the words "consent" or

"jurisdiction" proves to be a double-edged sword for the

majority. True, Wis. Stat. § 180.1507 does not expressly state

that consent to general personal jurisdiction is conferred. On

the other hand, it does not expressly negate it either, as do

some jurisdictions discussed below.1

¶41 By narrowing the scope of its search and focusing on

each statute in isolation, the majority misses the proverbial

forest for the trees. It is only by examining Wis. Stat.

§ 180.1507 in the context of the statutory scheme that we see

the full picture and can discern its plain meaning. State ex

rel. Kalal v. Cir. Ct. for Dane Cty., 2004 WI 58, ¶46, 271

Wis. 2d 633, 681 N.W.2d 110 ("[s]tatutory language is

interpreted in the context in which it is used . . . in relation
to the language of surrounding or closely-related

statutes . . . .").

¶42 Chapter 180, Wisconsin's Business Corporations Law,

governs foreign corporations conducting business in Wisconsin.

The first statutory requirement relevant to this analysis is set

forth in Wis. Stat. § 180.1501, which instructs that foreign

corporations conducting business in Wisconsin must obtain a

1
See infra, ¶18 n.8.

3
 No. 2015AP1493.awb

certificate of authority.2 If a foreign corporation does not

obtain a certificate of authority, then it is unable to sue in

Wisconsin courts. Wis. Stat. § 180.1502(1).3

¶43 It is in this context that Wis. Stat. § 180.1507

requires that a foreign corporation "authorized to transact

business in this state shall continuously maintain in this state

a registered office and registered agent." Pursuant to Wis.

Stat. § 180.1510(1), a registered agent "is the foreign

corporation's agent for service of process, notice or demand

required or permitted by law to be served on the foreign

corporation."4 Even though neither § 180.1507 nor § 180.1510(1)

expressly contain the words "consent" or "jurisdiction," when

read together they plainly provide that when a foreign

corporation has a registered agent, among its acknowledged

functions is the receipt of the service of process (i.e. receipt

of a summons and complaint).

Wis. Stat. § 180.1501(1) provides: "A foreign corporation
2

may not transact business in this state until it obtains a
certificate of authority from the department."
3
Wis. Stat. § 180.1502(1) provides: "A foreign corporation
transacting business in this state without a certificate of
authority, if a certificate of authority is required under s.
180.1501, may not maintain a proceeding in any court in this
state until it obtains a certificate of authority."
4
Wis. Stat. § 180.1510(1) provides: "Except as provided in
subs. (2) and (3), the registered agent of a foreign corporation
authorized to transact business in this state is the foreign
corporation's agent for service of process, notice or demand
required or permitted by law to be served on the foreign
corporation."

4
 No. 2015AP1493.awb

¶44 What reason exists for the appointment of a registered

agent to receive service of a summons and complaint other than

the purpose of being subject to a lawsuit? The majority offers

none. When read together, the plain meaning of Wis. Stat.

§§ 180.1507 and 180.1510(1) is that appointment of a registered

agent to receive service of process constitutes consent to

jurisdiction.

¶45 This plain meaning interpretation is further made

manifest by examining Wis. Stat. § 180.1505(2), which is part of

the statutory scheme. It provides that once a foreign

corporation obtains a certificate of authority, it is not only

able to sue in Wisconsin courts, but is placed on equal footing

with domestic corporations. Pursuant to § 180.1505(2), a

foreign corporation with a valid certificate of authority has

the same privileges and duties as a domestic corporation:

A foreign corporation with a valid certificate of
authority has the same but no greater rights and has
the same but no greater privileges as, and, except as
otherwise provided by this chapter, is subject to the
same duties, restrictions, penalties and liabilities
now or later imposed on, a domestic corporation of
like character.
Significantly, the duties of domestic corporations include being

subject to general jurisdiction in Wisconsin. Wis. Stat.

§ 801.05(1)(c).5
5
Wis. Stat. § 180.05(1)(c) provides that: "A court of this
state having jurisdiction of the subject matter has jurisdiction
over a person served in an action pursuant to s. 801.11 under
any of the following circumstances . . . [i]n any action whether
arising within or without this state, against a defendant who
when the action is commenced . . . [i]s a domestic corporation
or limited liability company . . . ."

5
 No. 2015AP1493.awb

¶46 The legislative history further confirms this plain

meaning interpretation. Drafting file for 1989 Wis. Act 303,

Analysis by the Legislative Reference Bureau of 1989 A.B. 780,

Legislative Reference Bureau, Madison, Wis. Prior to the

adoption of the Wisconsin Business Corporation Act by the

Wisconsin Legislature in 1989, the State Bar of Wisconsin

established the Corporate and Business Law Committee to review

and recommend to the Wisconsin Legislature revisions to

Wisconsin's Business Corporations law. See Christopher S.

Berry, Kenneth B. Davis, Jr., Frank C. DeGuire and Clay R.

Williams, Wisconsin Business Corporation Law intro.-2 (State Bar

of Wis. CLE Books 1992). In drafting the proposed revisions of

the Business Corporations Law, the Wisconsin State Bar Committee

selected appropriate provisions from the Revised Model Business

Corporation Act.6 Id. at intro.-3.

¶47 The selected provisions included § 15.07, upon which

Wis. Stat. § 180.1507 is based. See Christopher S. Berry,

Kenneth B. Davis, Jr., Frank C. DeGuire and Clay R. Williams,
Wisconsin Business Corporation Law 15-30 to 15-31 (State Bar of

Wis. CLE Books 1992). The Official Comment to § 15.07 of the

Revised Model Business Corporation Act explains the rationale

for requiring the appointment of a registered agent when a

foreign corporation obtains a certificate of authority. It

provides that: "[a] foreign corporation that obtains a

certificate of authority in a state thereby agrees that it is

6
Revised Model Business Corporations Act § 15.07 cmt. (Am.
Bar Ass'n 1984).

6
 No. 2015AP1493.awb

amenable to suit in the state." Revised Model Business

Corporations Act § 15.07 cmt. (Am. Bar Ass'n 1984). Thus, when

the legislature enacted § 180.1507 in conformity with the

Revised Model Business Corporation Act, it intended that a

foreign corporation consent to jurisdiction when it complied

with the registration statute.7

¶48 Finally, I observe that the majority's protestations

that it will not rewrite the statute ring hollow. See Majority

op., ¶15. That is exactly what the majority is doing here. It

writes into the statute an interpretation never adopted by the

Wisconsin Legislature.

¶49 The Model Registered Agent Act provides that "[t]he

designation or maintenance in this state of a registered agent

does not by itself create the basis for personal jurisdiction

over the represented entity in this state." Model Registered

Agents Act § 15 (Unif. L. Comm'n 2015).

7
The legislative reference bureau's analysis to 1989
Assembly Bill 180 explained, "[m]any of the bill's provisions
parallel the revised model business corporation act, as adopted
in 1984 by the corporate laws committee of the American Bar
Association." 1989 Assembly Bill 780, Analysis
by the Legislative Reference Bureau ¶1 (LRB-1540/2); see also
Fergus, Scott et al., The New Wisconsin Business Corporation
Law, iii (1990) ("the overall goal of AB 780 was to provide as
much uniformity as possible with the ABA Model Act.").

7
 No. 2015AP1493.awb

¶50 At least eleven jurisdictions have chosen to enact

this Model Act limitation——but not Wisconsin.8 Never mind, the

majority has done it instead. Mimicking the words of the Model

Act, the majority concludes "compliance with the statute [Wis.

Stat. § 180.1507] does not, on its own, confer jurisdiction."

Majority op., ¶1.

¶51 There is nothing in the text of Chapter 180 indicating

that the legislature intended to limit Wisconsin's registration

statute as a basis for general personal jurisdiction. Because

there is no such statutory language limiting Wisconsin's

registration requirement, the majority errs when it takes it

upon itself to rewrite the statute in contravention of the

actual language chosen by the legislature.

¶52 Pursuant to the statutory scheme set forth above,

Countrywide not only obtained a certificate of authority, but it

also appointed a registered agent and exercised its privilege to

use Wisconsin courts. Accordingly, I conclude that Countrywide

consented to personal jurisdiction in Wisconsin when it
appointed a registered agent in order to accept service of

process pursuant to Wis. Stat. §§ 180.1507 and 180.1510(1).

II

8
See Ark. Code Ann. § 4-20-115 (2016); D.C. Code § 29-
104.14 (2016); Idaho Code § 30-21-414 (2016); 2017 Ind. ALS 118,
SECTION 12 (Apr. 21, 2017); Me. Stat. tit. 5, § 115 (2016);
Miss. Code Ann. § 79-35-15(2016); Mont. Code Ann. § 35-7-115
(2017); Nev. Rev. Stat. § 77.440 (2016); N.D. Cent. Code § 10-
01.1-15 (2015); S.D. Codified Laws § 59-11-21 (2015); Utah Code
Ann. § 16-17-401 (2016).

8
 No. 2015AP1493.awb

¶53 In an attempt to support its "plain language"

statutory interpretation, the majority relies heavily on United

States Supreme Court precedent addressing jurisdiction over a

non-consenting defendant. The majority's reasoning evinces a

misunderstanding of the concept of consent to personal

jurisdiction. In reaching its conclusion, the majority

conflates two lines of United States Supreme Court cases that

separately address personal jurisdiction over consenting and

non-consenting defendants.

¶54 Central to the majority's analysis is the contention

that the United States Supreme Court's decision in Int'l Shoe

Co. v. Washington, 326 U.S. 310 (1945), "dispensed with the

'purely fictional' notions of implied consent and presence-by-

agent . . . ." Majority op., ¶10. In Int'l Shoe, the Supreme

Court addressed personal jurisdiction under a long-arm statute.

326 U.S. 310 (1945). It concluded that due process requires

that a defendant have certain minimum contacts in a forum in

which it may be sued so as not to offend "traditional notions of
fair play and substantial justice." Id. at 316 (quotation marks

and quoted source omitted).

¶55 Likewise, the majority relies on Goodyear Dunlop Tires

Operations, S.A. v. Brown, 564 U.S. 915, 919 (2011) and Daimler

AG v. Bauman, 134 S. Ct. 746, 759-60 (2014), which analyzed the

due process implications of effecting general jurisdiction over

non-consenting defendants. See Majority op., ¶22. In Daimler,

the Supreme Court reasoned that a court may assert general
jurisdiction over foreign corporations when "their affiliations

9
 No. 2015AP1493.awb

with the State are so 'continuous and systematic' as to render

them essentially at home in the forum State."9 Daimler, 134

S. Ct. at 754 (quoting Goodyear, 564 U.S. at 919).

¶56 The majority errs, however, in failing to distinguish

the above non-consensual cases with cases that have long-

established consent as a basis for establishing personal

jurisdiction over a foreign corporation. Although the majority

acknowledges that the Supreme Court has never overruled

Pennsylvania Fire, it refuses to follow controlling precedent.10

Majority op., ¶25.

¶57 In Pennsylvania Fire Ins. Co. v. Gold Issue Mining and

Milling Co., 243 U.S. 93 (1917), an Arizona corporation obtained

a license to conduct business in Missouri and consented to

service of process in the state in compliance with certain

statutory requirements. Id. at 94. It asserted that consent to

service of process was not sufficient to confer jurisdiction

without violating the Fourteenth Amendment right to due process

of law. Id. at 94-95. The Pennsylvania Fire court rejected

9
The United States Supreme Court continues to revisit the
issue of non-consenting personal jurisdiction, most recently in
Bristol-Myers Squibb Co. v. Superior Ct. of Cal., 377 P.3d 874
(Cal. 2016), cert. granted, 137 S. Ct. 827 (2017).
10
There are other jurisdictions that have similarly
conflated these two lines of cases. See e.g., Wal-Mart Stores,
Inc. v. Lemaire, No. 1 CA-SA 17-0003 (Ariz. Ct. App. May 11,
2017). However, still other recent decisions have concluded, as
I do, that appointment of a registered agent constitutes consent
to personal jurisdiction. See, e.g., Senju Pharm. Co. v.
Metrics, Inc., 96 F. Supp. 3d 428, 438-40 (D.N.J. 2015)
(determining that Daimler "did not disturb the consent by-in-
state service rule.").

10
 No. 2015AP1493.awb

this argument, explaining that "[t]he construction of the

Missouri statute thus adopted hardly leaves a constitutional

question open." Id. at 95. Accordingly, the Supreme Court

unequivocally determined that registration under state business

statutes is a voluntary act that leaves "no doubt of the

jurisdiction of the state court."

¶58 The Supreme Court reaffirmed Pennsylvania Fire in

Neirbo Co. v. Bethlehem Shipbuilding Corp., 308 U.S. 165, 175

(1939), concluding that where a corporation designated an agent

for service of process in conformity with the General

Corporation Law of New York, "service on the agent shall give

jurisdiction of the person." Quoting Judge Cardozo, Neirbo

explained that the appointment of a registered agent pursuant to

a state statute is consent to a "true contract," where "[t]he

contract deals with the jurisdiction of the person":

The stipulation is, therefore, a true contract. The
person designated is a true agent. The consent that
he shall represent the corporation is a real
consent . . . . The contract deals with jurisdiction
of the person. It does not enlarge or diminish
jurisdiction of subject-matter. It means that,
whenever jurisdiction of the subject-matter is
present, service on the agent shall give jurisdiction
of the person.
Id. (quoting Bagdon v. Phila. & Reading Coal & Iron Co., 217

N.Y. 432, 436-37). Thus, Nierbo concluded that a statute

calling for designation of a registered agent to accept service

of process "is constitutional, and the designation of the agent

'a voluntary act.'" Id. (quoting Pa. Fire. Ins. Co., 243
U.S. at 96).

11
 No. 2015AP1493.awb

¶59 Additionally, the majority uses cases involving non-

consenting defendants to overrule Wisconsin precedent regarding

consenting defendants. In State ex rel. Aetna Ins. Co. v.

Fowler, 196 Wis. 451, 457, 220 N.W. 534 (1928), this court

concluded that although the registration statute at issue never

mentioned the word "jurisdiction," defendants were "bound by

their acceptance of such license to hold themselves amenable to

the jurisdiction of our courts." Over the years, this basic

understanding that appointment of a registered agent to accept

service of process evinces consent to jurisdiction has been

reaffirmed. See also, Punke v. Brody, 17 Wis. 2d 9, 13-14, 115

N.W.2d 601 (1962); Hasley v. Black, Sivalls & Bryson, Inc., 70

Wis. 2d 562, 582, N.W.2d 446 (1975).

¶60 In Punke, this court reaffirmed Aetna, reasoning that

"[a] state can exercise through its courts jurisdiction over an

individual who consents to such exercise of discretion." 17

Wis. 2d at 13 (quoting Restatement (First) of Conflict of Laws

§ 81 (1934)). Punke explained appointment of a registered agent
to receive service of process is considered consent to

jurisdiction:

The consent here considered as a basis of jurisdiction
is actual assent to the exercise of jurisdiction.
. . . Consent . . . may be given generally with
respect to actions which may thereafter be brought.
Illustrations: A appoints an agent in state X and
authorizes him to receive service of process in any
action brought against A in a court of X. B brings an
action against A in a court of X and process is served
upon the agent. The court has jurisdiction over A.
Id.

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¶61 Contrary to the majority's assertion, there is no

rationale for limiting Punke's reasoning to cases only where an

individual, rather than a corporation, consents to jurisdiction.

See majority op., ¶27. Indeed, the majority provides no support

for the arbitrary distinction it draws here. This court's

decision in Punke relied on the principles set forth in the

Restatement of Conflict of Laws that apply to consent to

personal jurisdiction.

¶62 Consistent with the rational of the Restatement relied

on by Punke, the Second Restatement Conflict of Laws more

recently explained that a state may exercise jurisdiction when a

foreign corporation consents by appointing a registered agent

for service of process:

A state has power to exercise judicial jurisdiction
over a foreign corporation which has authorized an
agent or a public official to accept service of
process in actions brought against the corporation in
the state as to all causes of action to which the
authority of the agent or official to accept service
extends.
Restatement (Second) of Conflict of Laws § 44 (Am. Law Inst.
1970); see also id. § 43 cmt. B ("Most commonly . . . consent by

a corporation takes the form of the appointment of a statutory

agent to receive service of process in compliance with the

statutory requirements of a state in which the corporation

desires to do business.").

¶63 Likewise, in Halsey, this court again reaffirmed that

consent by appointment of a registered agent for service of

process is a basis for personal jurisdiction. 70 Wis. 2d at
582. Halsey differentiated between various bases for consent,
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explaining that "a defendant entity might be subject to personal

jurisdiction by its actual presence in a state via incorporation

there, or by its consent evidenced by appointment of an agent

for service of process, or by the presence evidenced in

continual and substantial operations." Id. Thus, Halsey

concluded that there would be no burden on due process by a

forum's exercise of personal jurisdiction in such circumstances.

Id.

¶64 According to the majority, however, "[t]he shade of

constitutional doubt that Goodyear and Daimler cast on broad

approaches to general jurisdiction informs our assessment of

this court's older cases." Majority op., ¶24. The majority

reasons that Pennsylvania Fire and Aetna reflect outdated

reasoning and represent a disfavored approach to general

jurisdiction. Majority op., ¶25. Thus, the majority asserts

that "we instead give preference to prevailing due process

standards . . . ." Id.

¶65 The majority fails to recognize that cases like Int'l
Shoe and Daimler maintained a clear distinction between

consenting and nonconsenting defendants. There is nothing

outdated or disfavored about the approach taken in Pennsylvania

Fire, Nierbo or Aetna. Instead, they address an entirely

separate issue from the question presented in the cases relied

on by the majority.

¶66 Int'l Shoe limited its analysis to cases where "no

consent to be sued or authorization to an agent to accept
service of process has been given." 326 U.S. at 317. This

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distinction has been consistently recognized by the United

States Supreme Court. See, e.g., Burger King Corp. v.

Rudzewicz, 471 U.S. 462, 472 (1985) (analyzing minimum contacts

"[w]here a forum seeks to assert specific jurisdiction over an

out-of-state defendant who has not consented to suit there");

Ins. Corp. of Ir. V. Compagnie Des Bauxites De Guinee, 456

U.S. 694, 712-13 (1982) (describing Int'l Shoe as establishing

that "'minimum contacts' represent[s] a constitutional

prerequisite to the exercise of in personam jurisdiction over an

unconsenting defendant"); Kopke v. A. Hartrodt S.R.L., 2001 WI

99, ¶22, 245 Wis. 2d 396, 629 N.W.2d 662 ("The Due Process

Clause of the Fourteenth Amendment limits the exercise of

jurisdiction by a state over a nonconsenting nonresident.").

Likewise, Daimler distinguishes its analysis of contacts in a

forum state from cases involving consent to jurisdiction. See

Daimler, 134 S. Ct. at 755-65 (describing "the textbook case of

general jurisdiction appropriately exercised over a foreign

corporation that has not consented to suit in the forum.").
¶67 In both Int'l Shoe and Daimler, there is no mention of

either Pennsylvania Fire or Neirbo, much less any indication

that the Supreme Court intended to overrule those cases.

Further, the rational in cases such as Int'l Shoe and Daimler is

wholly consistent with the rule that a foreign corporation can

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consent to personal jurisdiction by registering to do business

in a state.11

¶68 Concerns justifying the narrowing scope of general

jurisdiction are not present when a corporation voluntarily

registers to do business and designates an agent in the state.

For example, Daimler expressed concern that foreign corporations

be able "to structure their primary conduct with some minimum

assurance as to where that conduct will and will not render them

liable to suit." Daimler, 134 S. Ct. at 762 (quoting Burger

King Corp. 471 U.S. at 472). However, when a foreign

corporation voluntarily consents to jurisdiction by complying

with a registration statute, there is no uncertainty that this

conduct will subject it to general jurisdiction in that forum.

These concerns are certainly not present in this case, where

Countrywide has long enjoyed the privilege of using Wisconsin

courts and in exchange consented to the general jurisdiction of

these same courts.

¶69 The majority's failure to distinguish between cases
involving consenting and non-consenting defendants pervades its

analysis. For example, the majority analyzes Wis. Stat.

§ 180.1507 in the context of Wisconsin's long-arm statute,

11
The United States Supreme Court continues to distinguish
between consenting and non-consenting defendants. In BNSF Rwy.
Co. v. Tyrrell, 137 S. Ct. 1549, 1558-60 (2017), it analyzed the
railroad's minimum contacts with the forum state under Daimler.
However, it recognized consent as a separate issue and
specifically declined to address it. Id. at 1560.

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rather than in the context of the statutory scheme where it is

located. According to the majority, if Wis. Stat. §§ 180.1507

and 180.1510(2) were interpreted as effecting consent to general

jurisdiction, then Wisconsin's long-arm statute would be

rendered superfluous. Majority op., ¶17.

¶70 Wisconsin's long-arm statute, Wis. Stat.

§ 801.05(1)(d) gives Wisconsin courts personal jurisdiction over

a defendant "engaged in substantial and not isolated activities

within this state, whether such activities are wholly

interstate, intrastate, or otherwise." The majority asserts

that if registration pursuant to Wis. Stat. § 180.1507 "were

sufficient to expose foreign corporations to general, all-

purpose jurisdiction of Wisconsin courts, the long-arm statute

would effectively serve no purpose." Majority op., ¶17.

¶71 This argument is unpersuasive, however, because the

long-arm statute does not provide an exclusive means by which

Wisconsin courts can obtain personal jurisdiction. Where there

is consent to jurisdiction, there is no need to establish
jurisdiction under the long-arm statute. See Kohler Co. v.

Wixen, 204 Wis. 2d 327, 336, 555 N.W.2d 640 (Ct. App. 1996) ("In

Wisconsin, courts may obtain personal jurisdiction over a party

through any one or more of the grounds stated in Wisconsin's

long-arm statute or by consent.") (emphasis added).

¶72 In sum, I conclude that the circuit court has personal

jurisdiction over Countrywide in this action. Accordingly, I

respectfully dissent.

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¶73 I am authorized to state that Justice SHIRLEY S.

ABRAHAMSON joins this dissent.

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