                                                        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                                      (2016 – Unpublished)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
                                                                      No.      2015AP1493



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
                                                                             No.    2015AP1493



("[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).


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                                                                         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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                                                                          No. 2015AP1493.awb


       ¶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,
                                               13
                                                                               No. 2015AP1493.awb


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

                                                 14
                                                                          No. 2015AP1493.awb


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




                                             15
                                                                   No. 2015AP1493.awb


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.




                                            16
                                                                            No. 2015AP1493.awb


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.



                                             17
                                                        No. 2015AP1493.awb


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

ABRAHAMSON joins this dissent.




                                     18
    No. 2015AP1493.awb




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