Aybar v. Aybar

• Decision Date: 07 October 2021
• Docket Number: 54
• Citation: 37 N.Y.3d 274,177 N.E.3d 1257,156 N.Y.S.3d 104
• Parties: Anna AYBAR, et al., Appellants, v. Jose A. AYBAR, Jr., et al., Defendants, Ford Motor Company et al., Respondents; U.S. Tires and Wheels of Queens, LLC, Nonparty-Respondent.
• Court: New York Court of Appeals Court of Appeals

37 N.Y.3d 274

177 N.E.3d 1257

156 N.Y.S.3d 104

Anna AYBAR, et al., Appellants,

v.Jose A. AYBAR, Jr., et al., Defendants,Ford Motor Company et al., Respondents;

U.S. Tires and Wheels of Queens, LLC, Nonparty-Respondent.

No. 54

Court of Appeals of New York.

October 7, 2021

Parker Waichman LLP, Port Washington (Jay L. T. Breakstone of counsel), and Omrani & Taub, P.C. for appellants.

Hogan Lovells US LLP, New York City (Sean Marotta of counsel), and Aaronson Rappaport Feinstein & Deutsch, LLP, New York City (Elliot J. Zucker and Peter J. Fazio of counsel), for Ford Motor Company, respondent, and DLA Piper LLP (US), New York City (Jayne Anderson Risk and Neal F. Kronley of counsel), for The Goodyear Tire & Rubber Co., respondent.

New York State Trial Lawyers’ Association, New York City (Edward A. Steinberg of counsel), for New York State Trial Lawyers’ Association, amicus curiae.

New York State Bar Association, Albany (Scott M. Karson, Michael J. Hutter, Souren A. Israelyan and Domenick Napoletano of counsel), for New York State Bar Association, amicus curiae.

Selendy & Gay PLLC, New York City (Caitlin J. Halligan, Amy K. Nemetz and Max H. Siegel of counsel), and George Washington University Law School, Washington D.C. (Alan B. Morrison of the District of Columbia bar, admitted pro hac vice, of counsel), for Alan B. Morrison and others, amici curiae.

Weitz & Luxenberg P.C., New York City (Alani Golanski of counsel), and Navan Ward, American Association for Justice, Washington, D.C. (Jeffrey R. White of counsel), for American Association for Justice, amicus curiae.

Jones Day, New York City (Lanier Saperstein, Rajeev Muttreja and Helen Jiang of counsel) and Washington, D.C. (J. Benjamin Aguiñaga of counsel), and Council on Judicial Administration, New York City Bar Association, New York City (Michael P. Regan and Philip V. Tisne of counsel), for New York City Bar Association, amicus curiae.

Freshfields Bruckhaus Deringer US LLP, New York City (Scott A. Eisman, Timothy P. Harkness, Linda H. Martin, Da- vid Y. Livshiz, Elena Hadjimichael, Alistair Blacklock and Yulia Dernovsky of counsel), and U.S. Chamber Litigation Center, Washington, D.C. (Andrew R. Varcoe and Jennifer B. Dickey of counsel), for Chamber of Commerce of the United States of America and another, amici curiae.

OPINION OF THE COURT

SINGAS, J.

The Business Corporation Law requires foreign corporations seeking authorization to do business in New York to register with the New York Secretary of State and designate an in-state agent for service of process. The question before us on this appeal is whether a foreign corporation consents to the exercise of general jurisdiction by New York courts by registering to do business here and designating a local agent for service of process. We conclude that a foreign corporation's compliance with the relevant statutory provisions constitutes consent to accept service of process in New York; that compliance does not constitute consent to general jurisdiction in New York courts.

I.

In July 2012, defendant Jose A. Aybar, Jr., a New York resident, was operating a Ford Explorer on an interstate highway in Virginia. The vehicle overturned multiple times after its Goodyear tire allegedly failed, resulting in the death of three passengers and injuries to three other passengers. The surviving passengers and the representatives of the deceased passengers’ estates (plaintiffs) commenced this action against defendants Aybar, Ford Motor Company (Ford), and The Goodyear Tire & Rubber Co. (Goodyear), asserting, among other things, products liability claims against Ford and Goodyear.

Aybar purchased the vehicle in New York from a third party. Ford did not sell the vehicle in this state in the first instance, nor did Ford design or manufacture the vehicle here. Similarly, Goodyear designed, manufactured, and initially sold the tire in other states. It is undisputed that Ford was incorporated in Delaware and maintains its principal place of business in Michigan and that Goodyear was incorporated and has its principal place of business in Ohio. At all relevant times, Ford and Goodyear were registered with the New York Secretary of State as foreign corporations authorized to do business in this state and had appointed in-state agents for service of process in accordance with the Business Corporation Law.

Ford and Goodyear separately moved to dismiss the complaint against them pursuant to CPLR 3211(a)(8) on the ground that New York courts lacked personal jurisdiction. Plaintiffs opposed both motions, arguing, as relevant here, that by registering to do business in New York and appointing an in-state agent for service of process, a foreign corporation knowingly consents to general jurisdiction in this state's courts.

Supreme Court denied the motions in separate orders, concluding that New York courts could exercise general jurisdiction over Ford and Goodyear. Citing Bagdon v. Philadelphia & Reading Coal & Iron Co., 217 N.Y. 432, 111 N.E. 1075 (1916), the court determined that Ford and Goodyear consented to general jurisdiction by registering to do business in New York as a foreign corporation and designating a local agent for service of process.

The Appellate Division reversed the orders and granted the motions of Ford and Goodyear to dismiss the complaint as to them (see 169 A.D.3d 137, 152–153, 93 N.Y.S.3d 159 [2d Dept. 2019] ). Citing Bagdon and other authority, the Court agreed with the motion court that "[t]here has been longstanding judicial construction" that a foreign corporation's registration to do business in New York and appointment of an in-state agent constituted consent to general jurisdiction ( id. at 147, 93 N.Y.S.3d 159 ). The Court determined, however, that " Bagdon must be understood within the historical context in which it was decided" and, in light of recent Supreme Court precedent clarifying the permissible grounds for general jurisdiction, the Court concluded that "it cannot be said that a corporation's compliance with the existing business registration statutes constitutes consent to the general jurisdiction of New York courts" ( id. at 147–148, 93 N.Y.S.3d 159 ).

We granted plaintiffs leave to appeal from the Appellate Division order (see 34 N.Y.3d 905, 2019 WL 6873462 [2019] ) and now affirm.

II.

To begin, we clarify what issues are—and are not—presented here. Plaintiffs concede that they did not assert below that New York courts had specific jurisdiction over Ford and Goodyear under New York's long-arm statute, CPLR 302. As a result, that issue is unpreserved for our review. In addition, plaintiffs have abandoned any argument that Ford and Goodyear are essentially at home in New York such that general jurisdiction exists pursuant to Goodyear Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915, 131 S.Ct. 2846, 180 L.Ed.2d 796 (2011) ("Goodyear ") and Daimler AG v. Bauman, 571 U.S. 117, 134 S.Ct. 746, 187 L.Ed.2d 624 (2014) ("Daimler "). The sole issue before us, as presented by the parties, is whether Ford and Goodyear consented to general jurisdiction in New York by registering to do business here and appointing a local agent for service of process, in compliance with the Business Corporation Law.¹ For the reasons that follow, we conclude, as a matter of New York law, that Ford and Goodyear did not consent to general jurisdiction in New York courts.²

As relevant here, the Business Corporation Law sets forth the steps a foreign corporation must take to obtain authorization to do business in New York. Business Corporation Law § 1301(a) provides that a foreign corporation "shall not do business in this state until it has been authorized to do so." As part of the registration process, a foreign corporation's application for authority to do business in New York must include "[a] designation of the secretary of state as its agent upon whom process against it may be served" ( Business Corporation Law § 1304[a][6] ). Section 304 likewise provides that "[n]o ... foreign corporation may be ... authorized to do business in this state ... unless in its ... application for authority it designates the secretary of state" as "the agent ... upon whom process against the corporation may be served" (id. § 304[a], [b]). Further, if a foreign corporation "is to have a registered agent," it must identify that agent's "name and address within this state" and declare "that the registered agent is to be its agent upon whom process against it may be served" ( id. § 1304[a][7] ).

These statutory provisions plainly require that, in order to do business in New York, a foreign corporation must register and designate an in-state agent for service of process. The statutes do not, however, condition the right to do business on consent to the general jurisdiction of New York courts or otherwise afford general jurisdiction to New York courts over foreign corporations that comply with these conditions. A different reading would improperly "amend [the] statute by adding words that are not there" ( American Tr. Ins. Co. v. Sartor, 3 N.Y.3d 71, 76, 781 N.Y.S.2d 630, 814 N.E.2d 1189 [2004] ) and would impermissibly "read into a statute a provision which the [l]egislature did not see fit to enact" ( Matter of Chemical Specialties Mfrs. Assn. v. Jorling, 85 N.Y.2d 382, 394, 626 N.Y.S.2d 1, 649 N.E.2d 1145 [1995] [internal quotation marks and citation omitted]). Accordingly, a foreign corporation's registration to do business and designation of an agent for service of process in New York does not constitute consent to general jurisdiction under the Business Corporation Law's plain terms (see Kuzmich v. 50 Murray St. Acquisition LLC, 34 N.Y.3d 84, 91, 108 N.Y.S.3d 431, 132 N.E.3d 624 [2019], cert denied ––– U.S. ––––, 140 S. Ct. 904, 205 L.Ed.2d 462 [2020] [a court must give effect to the plain meaning of the statute's language]).³

Nevertheless, citing Bagdon and other authority, plaintiffs argue that registering to do business in New York and appointing an...