                  NOT FOR PUBLICATION WITHOUT THE
                 APPROVAL OF THE APPELLATE DIVISION

                                          SUPERIOR COURT OF NEW JERSEY
                                          APPELLATE DIVISION
                                          DOCKET NO. A-0922-15T4

DUTCH RUN-MAYS DRAFT, LLC,
                                             APPROVED FOR PUBLICATION
     Plaintiff-Appellant,
                                                    July 5, 2017

v.                                             APPELLATE DIVISION

WOLF BLOCK, LLP,

     Defendant-Respondent.
_______________________________

           Argued March 2, 2017 - Decided July 5, 2017

           Before Judges Lihotz, Hoffman and Whipple.

           On appeal from Superior Court of New Jersey,
           Law Division, Camden County, Docket No. L-
           2690-14.

           Jonathan   O'Boyle  argued   the  cause   for
           appellant (The O'Boyle Law Firm, P.C. and
           Law Offices of David Alan Klein, P.C.,
           attorneys; David Alan Klein, on the brief).

           Stephen M. Orlofsky argued the cause for
           respondent (Blank Rome LLP, attorneys; Mr.
           Orlofsky, of counsel; Adrienne C. Rogove, of
           counsel and on the brief; Ethan M. Simon, on
           the brief).

     The opinion of the court was delivered by

LIHOTZ, P.J.A.D.

     A fundamental question in every legal action is whether a

given   court   has   jurisdiction   to   preside    over   a      given   case.

Absent personal jurisdiction over the parties, a judge has no
authority to proceed.           Plaintiff Dutch Run-Mays Draft, LLC, a

West Virginia limited liability company, operating as a Chapter

11   Debtor-in-possession,            maintains       the       Law    Division     judge

erroneously     dismissed       its    professional             negligence      complaint

after   concluding      the   court     lacked      personal       jurisdiction      over

defendant,     Wolf    Block,   LLP,     a       now-dissolved        Pennsylvania     law

firm.     On    appeal,       plaintiff          argues     a    corporate       entity's

registration and acceptance of service of process in the state

constitutes consent to submit to the general jurisdiction of the

New Jersey courts.

     Defendant        counters,   arguing          the    United       States     Supreme

Court's recent ruling in Daimler AG v. Bauman, 571 U.S. __, 134

S. Ct. 746, 187 L. Ed. 2d 624 (2014), recites the minimum due

process requisites to establish general jurisdiction, which have

not been met in this case.            Defendant asserts Daimler requires a

court focus on an entity's affiliation with the state, such as

the place of incorporation or a continuous, systematic course of

business, making the entity "at home" in the forum.                          Id. at __,

134 S. Ct. at 761, 187 L. Ed. 2d at 641.

     Furthermore, the United States Supreme Court has recently

clarified and reaffirmed the limits of a state's ability to

exercise general jurisdiction over foreign corporations.                               See

BNSF Ry. Co. v. Tyrell, 581 U.S. __, 137 S. Ct. 1549, 198 L. Ed.




                                             2                                   A-0922-15T4
2d 36 (2017); Bristol-Myers Squibb Co. v. Superior Court of

Calif., 582 U.S. __, __ S. Ct. __, __ L. Ed. 2d __ (June 19,

2017).

       Following our review and in accord with considerations of

due process, we conclude mere registration to do business and

acceptance of service of process in this state, absent more,

does not bestow our courts with general jurisdiction.

                                      I.

       Plaintiff, headquartered in Florida, hired Henry Miller, a

Pennsylvania       partner     of     defendant,    to     provide      legal

representation in the purchase and development of 5,000 acres of

real    property    located    in   Greenbrier   County,    West    Virginia.

Following the 2004 closing, plaintiff discovered title defects,

which rendered the property "wholly unsuitable" for residential

development.       On September 30, 2011, plaintiff filed for relief

in the Bankruptcy Court of the Southern District of Florida,

pursuant to Chapter 11 of the Bankruptcy Code, and therefore,

has proceeded as a debtor-in-possession.              See 11 U.S.C.A. §

1101.

       Defendant is a dissolved Pennsylvania limited partnership,

which,    in   years   past,    maintained   two   New     Jersey    offices.

Following the partners' March 23, 2009 vote to dissolve the

partnership, defendant ceased all activity as a law firm.                Also




                                       3                             A-0922-15T4
relevant to this action, on March 23, 2009 the firm's New Jersey

offices      were      closed     and     all    employees       were     terminated.

Defendant's         remaining     activities       consisted     of     winding   down

outstanding matters and completing dissolution, supervised by a

"Wind Down Committee." When plaintiff's complaint was initially

filed   in    2014,1        defendant     had    no    more   than    two   remaining

employees, who both lived and worked in Pennsylvania, and who

focused      solely    on   concluding      defendant's       affairs.       However,

defendant     retained      its    New    Jersey      business   registration      and

registered agent.

    When it recorded the action, defendant maintained it was

not subject to the Superior Court's jurisdiction and moved to

dismiss plaintiff's complaint.                  Plaintiff opposed the motion,

arguing      when     the   alleged      negligent     conduct    arose,     numerous

1
     Plaintiff first filed an action against defendant in the
Court of Common Pleas of Philadelphia, Pennsylvania, which it
failed to prosecute and voluntarily withdrew on May 29, 2014.
Also, plaintiff's subsequent motion to reinstate that action was
denied on March 12, 2015.

     Plaintiff   filed   a  one-count   professional   negligence
complaint against defendant in New Jersey on July 7, 2014.
Prior to discovery, defendant's motion to dismiss, filed on
March 20, 2015, was granted because plaintiff failed to obtain
an authorizing order from the Bankruptcy Court. See 11 U.S.C.A.
327 (requiring a debtor to obtain an order prior to employing
attorneys or other professionals to perform post-petition
services outside the ordinary course of the debtor's business).
On June 15, 2015, the Law Division judge granted plaintiff's
motion to reinstate its complaint after presenting the requisite
order, issued by the Bankruptcy Court on April 13, 2015.



                                            4                                A-0922-15T4
partners of defendant resided in Camden County, and several New

Jersey      residents      were    members    of    the   "Wind     Down   Committee."

Plaintiff averred additional specific instances of conduct as

demonstrating defendant transacted business with plaintiff in

New Jersey.             Defendant replied, producing documents verifying

work     on       the    West     Virginia    project,      which     triggered       the

underlying negligence claims, was neither undertaken nor billed

from respondent's New Jersey offices.                    Further, defendant showed

Henry Miller was not licensed to practice law in New Jersey, no

physical meetings took place in New Jersey, and only two phone

calls were placed from Philadelphia to New Jersey relative to

the transaction.

       In     a    brief   oral    opinion,       the   judge   concluded    plaintiff

failed to establish a basis for personal jurisdiction, granted

defendant's         motion,       and   dismissed       plaintiff's    complaint       on

September 11, 2015.               Plaintiff timely appealed, requesting we

reverse the order.

                                             II.

       When        considering      a   defendant's        motion     to    dismiss     a

plaintiff's complaint because the court lacks "jurisdiction over

the person," R. 4:6-2(b), this court examines

                  whether the trial court's factual findings
                  are "supported by substantial, credible
                  evidence" in the record.     Mastondrea v.
                  Occidental Hotels Mgmt. S.A., 391 N.J.



                                              5                                A-0922-15T4
            Super. 261, 268 (App. Div. 2007). However,
            whether these facts support the court's
            exercise of "personal jurisdiction over a
            defendant is a question of law," which we
            review de novo.   YA Global Invs., L.P. v.
            Cliff, 419 N.J. Super. 1, 8 (App. Div.
            2011).

            [Patel v. Karnavati Am., LLC,                  437      N.J.
            Super. 415, 423 (App. Div. 2014).]

Plaintiff    bears    the   burden     of    pleading   sufficient         facts    to

establish jurisdiction. Blakey v. Cont'l Airlines, 164 N.J. 38,

71 (2000); Jacobs v. Walt Disney World, Co., 309 N.J. Super.

443, 454 (App. Div. 1998).

      The United States Supreme Court jurisprudence establishes

two methods for a court to acquire personal jurisdiction over a

foreign    corporation:     specific    and     general.       In    either     case,

acquisition of personal jurisdiction over a foreign entity must

comport     with    basic     due    process.        Goodyear       Dunlop      Tires

Operations, S.A. v. Brown, 564 U.S. 915, 923, 131 S. Ct. 2846,

2853, 180 L. Ed. 2d 796, 805 (2011).

      "If a cause of action arises directly out of a defendant's

contacts    with    the   forum     state,    the   court's      jurisdiction       is

'specific.'"       Waste Mgmt. v. Admiral Ins. Co., 138 N.J. 106, 119

(1994) (quoting Lebel v. Everglades Marina, Inc., 115 N.J. 317,

322 (1989), cert. denied, 513 U.S. 1183, 115 S. Ct. 1175, 130 L.

Ed.   2d   1128    (1995));    see    also    J.    McIntyre     Mach.,     Ltd.    v.

Nicastro, 564 U.S. 873, 881, 131 S. Ct. 2780, 2788, 180 L. Ed.



                                        6                                    A-0922-15T4
2d   765,       764    (2011)     (stating      under       specific      jurisdiction,            a

defendant is subject to suit on causes of action that "arise out

of   or    are       connected    with    the       activities         within       the   state")

(quoting Int'l Shoe Co. v. Washington, 326 U.S. 310, 319, 66 S.

Ct. 154, 90 L. Ed. 95, 104 (1945)).                              The test for specific

jurisdiction examines the nature of a defendant's contacts with

the forum.            "[T]he minimum contacts inquiry must focus on 'the

relationship           among      the     defendant,             the    forum,        and       the

litigation.'"           Lebel, supra, 115 N.J. at 323 (quoting Shaffer v.

Heitner, 433 U.S. 186, 204, 97 S. Ct. 2569, 2579, 53 L. Ed. 2d

683, 698 (1977)).              "[W]hen the defendant is not present in the

forum state, it is essential that there be some act by which the

defendant        purposefully       avails      [itself]          of    the     privilege        of

conducting activities within the forum state, thus invoking the

benefit and protection of its laws."                            Baanyan Software Servs.,

Inc.      v.    Kuncha,    433    N.J.    Super.          466,    475   (App.       Div.     2013)

(quoting Waste Mgmt., supra, 138 N.J. at 120).                                  Thus, courts

examine         whether    a     non-resident         defendant         has     "purposefully

avail[ed]        itself    of     the    privilege         of    conducting         activities"

within         the    forum,     such    that       the    defendant          can    reasonable

anticipate being haled into the forum.                             Burger King Corp. v.

Rudzewicz, 471 U.S. 462, 475, 105 S. Ct. 2174, 2183, 85 L. Ed.

2d 528, 542 (1985).




                                                7                                         A-0922-15T4
     But,     "[a]s       International    Shoe    itself     teaches,      a

corporation’s 'continuous activity of some sorts within a state

is not enough to support the demand that the corporation be

amenable to suits unrelated to that activity.'"             Daimler, supra,

571 U.S. at __, 134 S. Ct. at 757, 187 L. Ed. 2d at 636 (quoting

Int'l Shoe, supra, 326 U.S. at 318, 66 S. Ct. at 154, 90 L. Ed.

at 103).     Therefore, when a "suit is not related directly to the

defendant's contacts with the forum state, but is based instead

on the defendant's continuous and systematic activities in the

forum, then the State's exercise of jurisdiction is 'general.'"

Waste Mgmt., supra, 138 N.J. at 119 (quoting Lebel, supra, 115

N.J. at 323); see also Helicopteros Nacionales de Colombia, S.A.

v. Hall, 466 U.S. 408, 414 n. 9, 104 S. Ct. 1868, 1872 n. 9, 80

L.   Ed.     2d    404,    411   n.   9   (1984)   (discussing     general

jurisdiction); Rippon v. Smigel, __ N.J. Super. __ (App. Div.

2017), (slip op. 11-12) (same).           A defendant subject to this

"all-purpose jurisdiction," Daimler, supra, 571 U.S. at __, 134

S. Ct. at 758, 187 L. Ed. 2d, at 637, must litigate "any claim

that may be brought against him in the forum state."                 Patel,

supra, 437 N.J. Super. at 424 (quoting Citibank, N.A. v. Estate

of Simpson, 290 N.J. Super. 519, 526-27 (App. Div. 1996)); see

also Helicopteros, supra, 466 U.S. at 414-416, 104 S. Ct. at

1872,   80    L.    Ed.    2d    at   410-11   (noting   under     specific




                                      8                            A-0922-15T4
jurisdiction, a defendant may only be sued for causes of action

arising out of its conduct directed at the forum, but under

general jurisdiction, a defendant may be sued for any cause of

action arising in or out of the forum).

    Consequently,          the    "standard      for      establishing          general

jurisdiction is 'fairly high,' and requires that the defendant's

contacts be of the sort that approximate physical presence."

Wilson v. Paradise Vill. Beach Resort & Spa, 395 N.J. Super.

520, 528 (App. Div. 2007) (quoting Bancroft & Masters, Inc. v.

Augusta   Nat'l,     Inc.,    223   F.3d      1082,   1086    (9th       Cir.   2000)).

"Typically,   a    corporation's         principal     place       of    business     and

place of incorporation establishes where the corporation is 'at

home' and subject to general jurisdiction."                    FDASmart, Inc. v.

Dishman Pharms. & Chems. Ltd., 448 N.J. Super. 195, 202 (App.

Div. 2016) (quoting Goodyear, supra, 564 U.S. at 924, 131 S. Ct.

at 2853-54, 180 L. Ed. 2d at 806).

    Discussing       the     differences       between    these         two   means    of

acquiring personal jurisdiction over a foreign corporation, the

United    States   Supreme       Court   observed:        "Since         International

Shoe,    'specific    jurisdiction        has    become      the    centerpiece        of

modern    jurisdiction       theory,     while    general      jurisdiction         [has

played] a reduced role.'"            Daimler, supra, at 571 U.S. at __,

134 S. Ct. at 755, 187 L. Ed. 2d at 634 (alteration in original)




                                          9                                     A-0922-15T4
(quoting Goodyear, supra, 564 U.S. at 925, 131 S. Ct. at 2854,

180 L. Ed. 2d at 807 (2011)).                Noting the "post-International

Shoe opinions on general jurisdiction . . . are few,"2 the United

States      Supreme   Court   more    clearly    defined     the   nature    of    a

foreign defendant's activities in a state, which are necessary

to acquire general jurisdiction, noting "we have declined to

stretch      general    jurisdiction         beyond    limits      traditionally

recognized."       Id. at __, 134 S. Ct. at 756, 757-58, 187 L. Ed.

2d at 634, 637.

       In    Daimler,   the   Argentinian       plaintiffs    sought      personal

jurisdiction in California over Daimler, a German corporation,

based upon the California contacts of Mercedes-Benz USA, LLC, a

Daimler      subsidiary,      which     distributed      Daimler-manufactured

vehicles      to   independent       dealerships      throughout    the     United

States, but was incorporated in Delaware with a principal place

of business in New Jersey.           Id. at __, 134 S. Ct. at 751-52, 187

L. Ed. 2d, at 629-30.            Importantly, no relationship existed

between California and the tortious conduct for which plaintiffs

sought relief.        Id. at __, 134 S. Ct. at 752, 187 L. Ed. 2d at

630.

2
     Prior to Daimler the United States Supreme Court issued
three cases discussing general jurisdiction.      See Andrews,
"Another Look at General Personal Jurisdiction," 47 Wake Forest
L. Rev. 999, 1000 (2012) ("Goodyear is only the Court's third
case addressing general jurisdiction.").



                                        10                                A-0922-15T4
       The Supreme Court considered and rejected a jurisdictional

theory      where    "a    foreign       corporation      may     be    subjected       to   a

court’s general jurisdiction based on the contacts of its in-

state subsidiary."             Id. at __, 134 S. Ct. at 759, 187 L. Ed. 2d

at 638.

Repudiating the plaintiffs' arguments, the Court rejected the

arguments     as     attempting         to   stretch    general       jurisdiction      over

causes of action not related to activities within the forum to

encompass "every State in which a corporation 'engages in a

substantial, continuous, and systematic course of business.'"

Id. at __, 134 S. Ct. at 761, 187 L. Ed. 2d, at 640.                               Further,

the Court rejected the Ninth Circuit Court of Appeals overbroad

utilization         of    agency        principles,      and     the     activity      of     a

subsidiary to exercise sovereignty over a foreign parent, with

no association with the forum.                  Id. at __, 134 S. Ct. at 759-60,

187 L. Ed. 2d at 639.

       Drawing the comparison to "a domestic enterprise in that

State," id. at __, 134 S. Ct. at 758 n.11, 187 L. Ed. 2d at 637

n.11, the Court underscored the holding enunciated in Goodyear:

"For   an    individual,        the      paradigm      forum    for    the     exercise      of

general      jurisdiction          is     the    individual’s          domicile;     for      a

corporation,        it    is    an      equivalent      place,    one     in    which       the

corporation is fairly regarded as at home."                           Id. at __, 134 S.




                                                11                                  A-0922-15T4
Ct. at 760, 187 L. Ed. 2d at 639 (quoting Goodyear, supra, 564

U.S. at 924, 131 S. Ct. at 2853-54, 180 L. Ed. 2d at 806).

"Since   the   corporate   personality    is   a   fiction,"    Int'l   Shoe,

supra, 326 U.S. at 316, 66 S. Ct. at 158, 90 L. Ed. at 102, the

paradigmatic examples of a corporation's physical presence are

"a forum where it is incorporated or has its principal place of

business."     Daimler, supra, 571 U.S. at __, 134 S. Ct. at 760,

187 L. Ed. 2d at 640.      "Accordingly, the inquiry under Goodyear

is not whether a foreign corporation's in-forum contacts can be

said to be in some sense 'continuous and systematic,' it is

whether that corporation's 'affiliations with the State are so

"continuous and systematic" as to render [it] essentially at

home in the forum State.'"      Id. at __, 134 S. Ct. at 761, 187 L.

Ed. 2d at 640-41 (quoting Goodyear, supra, 564 U.S. at 919, 131

S. Ct. at 2851, 180 L. Ed. 2d at 803).

      The United States Supreme Court reaffirmed Daimler in its

recent decision in BNSF.        In that matter, two BNSF employees,

who   were   not   residents   of   Montana,   sued    BNSF    for   injuries

occurring outside of Montana.        BNSF, supra, 581 U.S. at __, 137

S. Ct. at __, 198 L. Ed. 2d at 41.         While BNSF did some business

in Montana, it was neither incorporated nor headquartered in

Montana.       Ibid.    The    Montana    Supreme     Court    attempted    to

distinguish Daimler on narrow statutory grounds, not relevant




                                     12                              A-0922-15T4
here.   The United States Supreme Court reversed, and reaffirmed

the general jurisdiction principles previously articulated in

Daimler, stating:

          The    Fourteenth    Amendment    due    process
          constraint described in Daimler, however,
          applies to all state-court assertions of
          general     jurisdiction    over     nonresident
          defendants; the constraint does not vary
          with the type of claim asserted or the
          business enterprise sued.      BNSF, we repeat,
          is not incorporated in Montana and does not
          maintain its principal place of business
          there.    Nor is BNSF so heavily engaged in
          activity in Montana "as to render [it]
          essentially at home" in that State.          See
          Daimler [571 U.S. at __, 134 S. Ct. at 761,
          187 L. Ed. 2d at 640-41]. As earlier noted,
          BNSF has over 2,000 miles of railroad track
          and more than 2,000 employees in Montana.
          But, as we observed in Daimler, "the general
          jurisdiction inquiry does not focus solely
          on the magnitude of the defendant's in-state
          contacts."    Id., at __, n.20[, 134 S. Ct.
          763, 187 L. Ed. 2d at 641] (internal
          quotation    marks   omitted).      Rather   the
          inquiry "calls for an appraisal of a
          corporation's activities in their entirety";
          "[a] corporation that operates in many
          places can scarcely be deemed at home in all
          of them." Ibid. In short, the business BNSF
          does in Montana is sufficient to subject the
          railroad to specific jurisdiction in that
          State on claims related to the business it
          does in Montana.    But in-state business, we
          clarified in Daimler and Goodyear, does not
          suffice to permit the assertion of general
          jurisdiction over claims . . . that are
          unrelated to any occurring in Montana.

          [BNSF, supra, 581 U.S. at __, 137 S. Ct. at
          __, 198 L. Ed. 2d at 47-48 (footnotes
          omitted).]




                                13                           A-0922-15T4
                                            III.

                                              A.

      We     turn    to    plaintiff's        arguments       presented       on    appeal.

Initially,          plaintiff        relies         upon     long-arm         jurisdiction

principles,         pointing        to     defendant's        New      Jersey       business

registration,        New        Jersey   registered         agent,     two    New     Jersey

offices, the residency of partners on the committee undertaking

dissolution, in the State, and, finally that when plaintiff's

complaint was filed, defendant was engaged in three suits in

state court, seeking to recover unpaid bills.

      In our view, this list of minimum contacts may be evidence

tending to support a claim of specific jurisdiction.                            See Patel,

supra, 437 N.J. Super. at 425.                   However, the negligence forming

plaintiff's     cause       of     action     did    not     arise    from    defendant's

contacts      with        New     Jersey.           Plaintiff        cannot     show      any

relationship between the underlying matter and the business or

attorneys in New Jersey.

      New     Jersey's      long-arm        statute        permits    the     exercise     of

jurisdiction to the full extent allowed under the Due Process

Clause.      Jacobs, supra, 309 N.J. Super. at 452.                      The mandate of

personal jurisdiction does not rely on a plaintiff's convenience

or   forum    choice.            Rather,    it     emanates     from    the     Fourteenth

Amendment's Due Process Clause, which "protects an individual's




                                              14                                    A-0922-15T4
right to be deprived of life, liberty, or property only by the

exercise of lawful power."           J. McIntyre, supra, 564 U.S. at 879,

131 S. Ct. at 2787, 180 L. Ed. 2d at 773 (plurality op.).                               "As a

general    rule,    neither       statute    nor     judicial     decree          may    bind

strangers to the State."           Id. at 880, 131 S. Ct. at 2787, 180 L.

Ed.   2d    at    774.      Accordingly,       "those      who    live       or    operate

primarily outside a State have a due process right not to be

subjected to judgment in its courts as a general matter."                                 Id.

at 881, 131 S. Ct. at 2787, 180 L. Ed. 2d at 774.

      Considering        plaintiff's        claims    we     reject        the     factual

assertions suggesting (1) defendant maintained a strong presence

in New Jersey when this action was filed, and (2) plaintiff's

proofs     show    the    transaction        was     centered         in   New     Jersey.

Following consideration of the record, we conclude, as did the

Law   Division     judge,    specific       jurisdiction         is    not    supported.

Plaintiff fails to prove defendant's sufficient minimum contacts

with New Jersey, as well as the transaction at issue occurred

here, "such that the maintenance of the suit does not offend

'traditional      notions    of    fair     play   and     substantial       justice.'"

Id. at 880, 131 S. Ct. at 2787, 180 L. Ed. 2d at 774 (quoting

Int'l Shoe, supra, 326 U.S. at 316, 66 S. Ct. 154, 90 L. Ed.

95)).      The evidence does not demonstrate that at the time of

suit, "defendant purposefully avail[ed] itself of the privilege




                                          15                                       A-0922-15T4
of conducting activities within the forum state, thus invoking

the benefit and protection of its laws."                        FDASmart, supra, 448

N.J. Super. at 202 (quoting Waste Mgmt. Inc., supra, 138 N.J. at

120).

                                              B.

      Plaintiff next urges its proofs sufficiently demonstrated

general jurisdiction to require defendant to defend plaintiff's

action in New Jersey.                 In support, plaintiff again lists the

above contacts stating these represent defendant's "continuous

and systematic" business in the state, and additionally argues

defendant    maintained           a     current     business         registration      and

registered     agent,          which     amounted          to   consent    to    general

jurisdiction       to    sue     and    be    sued.         Thus,    plaintiff    argues

acceptance of service by a registered agent in a state where

defendant is registered to do business conclusively establishes

personal jurisdiction.

      Defendant         rejects        this    over        encompassing     basis      and

maintains Daimler clarified the limits of general jurisdiction.

Defendant    argues        its        continued     business         registration      and

maintenance of a registered agent in the state is insufficient

and   does   not    equate        to    consent       to    submit    to   the   general

jurisdiction of the state, because at the time plaintiff's suit

was filed defendant neither conducted continuous nor systematic




                                              16                                 A-0922-15T4
business in New Jersey and was not at home in the state.                     We

agree with defendant.

     Rule 4:4-4(a)(6) allows for in personam jurisdiction over a

corporate defendant by personal service within the state upon an

authorized agent of the corporation.             The rule includes the

caveat "that a foreign corporation may be served only as herein

prescribed subject to due process of law."             Ibid.        Prior to

Daimler,   some   courts   relied   on   state   statutes        mandating    a

foreign corporation consent to personal jurisdiction within that

state when it registers to do business within the forum and

assigns an agent to accept service of process.          See Senju Pharm.

Co. Ltd. v. Metrics, Inc., 96 F. Supp. 3d 428, 439 n.7 (D.N.J.

2015) ("At least four federal circuit courts have held that

compliance   with   registration    statutes     may   be    a    basis     for

establishing personal jurisdiction.").

     New Jersey's foreign corporate registration and registered

agent statutes do not contain jurisdictional repercussions of

registration.3      Specifically,    N.J.S.A.     14A:13-4       requires     a

foreign corporation must obtain a certificate of authority in

order to transact business in New Jersey and N.J.S.A. 14A:4-1


3
     We have not undertaken a review or analysis of business
registration statutes containing a specific consent to general
jurisdiction or other instances where the foreign corporation
consents to jurisdiction of the forum.



                                    17                               A-0922-15T4
addresses maintenance of a registered office and a registered

agent.   The texts of these statutes does not expressly direct

consent to general jurisdiction.             Display Works, LLC v. Bartley,

182 F. Supp. 3d 166, 174-76 (D.N.J. 2016).

      Most, if not all of the fifty states include some requisite

for a foreign corporation to obtain a certificate of authority

to conduct business in the state.                 We cannot agree business

registration     rises     to   consent      to   submit   to     the    general

jurisdiction in the forum.         Borrowing the words of Judge Learned

Hand, adoption of such a principle would place "an outlaw who

refused to obey the laws of the state in better position than a

corporation     which    chooses   to   conform."       Smolik    v.    Phila.    &

Reading Coal & Iron Co., 222 F. 148, 150 (S.D.N.Y. 1915).                        On

this issue, we adopt the view concluding the use of a registered

agent is more likely a means of facilitating service of process

for   actions    where    jurisdiction       properly   relates    to    minimum

contacts or specific actions in the forum.              See Andrews, supra,

47 Wake Forest L. Rev. 999, 1071.             But see Senju Pharm., supra,

96 F. Supp. 3d at 438-39 (concluding the defendant consented to

being sued in New Jersey by conceding it was registered to do

business and had a registered agent in the state for service of

process).




                                        18                               A-0922-15T4
      Further,     we     conclude        reliance     of    an    entity's        business

registration to establish general jurisdiction is belied by the

holding    set    forth       in    Daimler's      clear     narrow     application       of

general    jurisdiction.             Personal      jurisdiction        over    a    foreign

corporation to answer for a cause of action unrelated to the

entity's    conduct       in       the    forum,     i.e,    general     jurisdiction,

requires a plaintiff establish the corporation is "at home" in

the forum, a standard established in Goodyear and clarified in

Daimler.        A plaintiff must show more than that the defendant

engaged in some business or complied with corporate registration

requirements of the forum.                  Accord FDASmart, supra, 448 N.J.

Super.     at    202-03        ("The      standard     for    establishing          general

jurisdiction 'is a difficult one to meet, requiring extensive

contacts between a defendant and a forum.'") (quoting Mische v.

Bracey's    Supermarket,            420   N.J.     Super.    487,      492    (App.    Div.

2011)); Smith v. S&S Dundalk Eng'g Works, Ltd., 139 F. Supp. 2d

610, 620 n.6 (D.N.J. 2001) ("[A] certificate to do business in

New   Jersey      [is]    .     .    .    insufficient       to    establish        general

jurisdiction,      absent          evidence    that    [defendant]       was       actually

doing business in New Jersey.") (citing Wenche Siemer v. Learjet

Acquisition Corp., 966 F.2d 179, 183 (5th Cir. 1992) (holding

qualification      to     do    business      in   a   state      is   "of    no   special

weight" in evaluating general jurisdiction), cert. denied, 506




                                              19                                   A-0922-15T4
U.S. 1080, 113 S. Ct. 1047, 122 L. Ed. 2d 355 (1993)); see also

Genuine Parts Co. v. Cepec, 137 A.3d 123, 137 (Del. Sup. Ct.

2016)   ("[Daimler]    made    clear    that    it    is   inconsistent   with

principles of due process for a corporation to be subject to

general jurisdiction in every place it does business.").

    Plaintiff relies heavily on Allied-Signal, Inc. v. Purex

Inds., Inc., 242 N.J. Super. 362, 366 (App. Div. 1990), which

found general jurisdiction over the defendant corporation that

registered to conduct business in New Jersey and in fact did so,

stating the defendant consented to personal jurisdiction when

its registered agent is served with process.4                See also Senju,

supra, 96 F. Supp. 3d at 437 (holding Daimler did not alter the

consent   to    jurisdiction   resulting       from   compliance   with    the

business registration statutes).            Plaintiff suggests Daimler's

holding is narrowed by its facts, specifically that Daimler was

not registered as a foreign entity and had no registered agent

or offices in California.

    This limited view ignores Daimler's definitive due process

analysis.      The Court restated its holding in Goodyear, that: "A

court may assert general jurisdiction over foreign [sister-state

or foreign-country] corporation[s] 'to hear any and all claims

4
     Plaintiff resorts to citing unpublished authority, which we
decline to consider as Rule 1:36-3 provides unpublished opinions
do not constitute precedent and are not binding on this court.



                                       20                            A-0922-15T4
against [them]' only when [their] affiliations with the State

are so constant and pervasive 'as to render them essentially at

home in the forum State.'"                Goodyear, supra, 564 U.S. at 919,

131    S.   Ct.    at    2851,   180    L.   Ed.    2d   at     803.    "Daimler     also

explained that a corporation is generally 'at home' in its place

of incorporation and principal place of business."                             Chavez v.

Dole    Food      Co.,   836     F.3d   205,      223    (3d    Cir.   2016)    (quoting

Daimler, supra, 571 U.S. at __, 134 S. Ct. at 751, 187 L. Ed. 2d

at 640-41.)         Drawing the analogy to an individual's domicile,

the Court required the legal corporate entity to be similarly

situated, which cannot be satisfied by some business contacts in

the forum.        Daimler, supra, 571 U.S. at __, 134 S. Ct. at 761,

187 L. Ed. 2d at 640-41.               As the Third Circuit observed, "one of

our    sister      circuits      has    commented        that    it    is   'incredibly

difficult to establish general jurisdiction [over a corporation]

in a forum other than the place of incorporation or principal

place of business.'"             Chavez, supra, 836 F.3d at 223 (quoting

Monkton Ins. Servs., Ltd. v. Ritter, 768 F.3d 429, 432 (5th Cir.

2014)).

       We now join the many courts that have circumscribed the

view of general jurisdiction post-Daimler.                        See Sonera Holding

B.V. v. Cukurova Holding A.S., 750 F.3d 221, 224, n.2 (2nd Cir.

2014) ("Not every company that regularly 'does business' in New




                                             21                                 A-0922-15T4
York is 'at home' there."); Chatwal Hotels & Resorts LLC v.

Dollywood Co., 90 F. Supp. 3d 97, 105 (S.D.N.Y 2015) ("After

Daimler, with the Second Circuit cautioning against adopting 'an

overly expansive view of general jurisdiction,' the mere fact of

[defendant's] being registered to do business [in New York] is

insufficient to confer general jurisdiction in a state that is

neither its state of incorporation or its principal place of

business.") (quoting Gucci Am. v. Weixing Li, 768 F.3d 122, 135

(2d Cir. 2014)); Otsuka Pharm. Co. v. Mylan Inc., 106 F. Supp.

3d 456, 465-67 (D.N.J. 2015); Magil v. Ford Motor Co., 379 P.3d

1033, 1039 (Colo. 2016) (Despite Ford's extensive activities in

Colorado,    "Nothing      about        Ford's        contacts   with     Colorado"

including maintaining a registered agent, "suggest that it is

'at home' here."); Genuine Parts, supra, 137 A.3d at 141.

    In light of Daimler, we reject the application of Allied-

Signal's holding as allowing general jurisdiction solely based

on the fiction of implied consent by a foreign corporation's

compliance   with    New   Jersey's        business       registration    statute.

Registration   is    required      to    conduct       any   level   of   business.

Importantly,   the    exercise       of        general    jurisdiction     requires

satisfaction   of    the   "continuous          and    systematic    contacts"    to

comply with due process.            Mere registration to conduct some

business is insufficient.          See Genuine Parts, supra, 137 A.3d at




                                          22                               A-0922-15T4
145, n. 119 (collecting cases discussing tension between the

concepts of registering to do business within a state versus

consenting to general jurisdiction, in light of Daimler).

       Even if Allied Signal's holding remains viable following

Daimler, we find plaintiff's assertion of general jurisdiction

is defeated based on a simpler reason.                 The fact defendant once

conducted possibly extensive business in New Jersey cannot serve

to    establish    jurisdiction      over       defendant's     unrelated         actions

outside the state when, at the time plaintiff's complaint was

filed, defendant was well on its way to complete dissolution and

was not conducting business in New Jersey or anywhere else.                             See

Mortg. Grader, Inc. v. Ward & Olivo, L.L.P., 225 N.J. 423, 437

(2016) ("During the windup period, the LLP continues to exist,

but    only   to   wind   up   the   partnership's        affairs.      .    .     .     'A

dissolved     corporation      exists      solely    to   prosecute         and    defend

suits, and not for the purpose of continuing the business for

which it was established.'") (quoting Lancellotti v. M.D. Cas.

Co., 260 N.J. Super. 579, 583 (App. Div. 1992)); see also Keech

v. Lapointe Machine Tool Co., 200 N.J. Super. 177, 183 (App.

Div. 1985) ("Having terminated any business connection with New

Jersey in 1972, [the defendant] would now be subject to the

jurisdiction of this State only as to causes of action arising

from    the    business        it    had    conducted      in     New       Jersey.").




                                           23                                     A-0922-15T4
Plaintiff's suggestion defendant's limited interactions during

its dissolution most assuredly fall far short of the well-fixed

"continuous   and   systematic   contacts"   standard,   necessary   for

general jurisdiction.

                                   C.

    Plaintiff also argues the trial judge's order deprived it

of sufficient opportunity to conduct jurisdictional discovery.

We remain unconvinced that permitting further discovery would

have altered our conclusion.       We reject the notion the trial

judge engaged in a clear abuse of discretion.

    Affirmed.




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