In the Iowa Supreme Court
No. 25–0607
Submitted November 13, 2025—Filed December 19, 2025
Harley Kelchner, individually and on behalf of all others similarly situated,
Appellee,
vs.
CRST Expedited Inc., CRST Specialized Transportation, Inc., CRST
Lincoln Sales, Inc., and John Smith,
Appellants.
Certified question of law from the United States District Court for the
Northern District of Iowa, C.J. Williams, United States District Court Chief
Judge.
A federal district court certified the question of whether Iowa law requires
registering foreign corporations to consent to personal jurisdiction in Iowa.
Certified Question Answered.
May, J., delivered the opinion of the court, in which all justices joined.
James A. Eckhart (argued), Angela S. Cash, and James H. Hanson of
Scopelitis, Garvin, Light, Hanson & Feary, P.C., Indianapolis, Indiana, and
Thomas D. Wolle and Kevin J. Visser (until withdrawal) of Simmons, Perrine,
Moyer, Bergman, PLC, Cedar Rapids, for appellants.
Michael von Klemperer (argued) of Fegan Scott LLC, Washington, D.C.,
and J. Barton Goplerud and Brian O. Marty of Shindler, Anderson, Goplerud &
Weese, P.C., West Des Moines, for appellee.
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Brenna Bird, Attorney General; Eric Wessan (argued), Solicitor General;
and Ian M. Jongewaard (until withdrawal), Assistant Solicitor General, for
amicus curiae State of Iowa.
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May, Justice.
An Indiana trucking company was sued by a Florida truck driver in an
Iowa-based federal district court. Some Iowa defendants were sued as well. The
Indiana company moved to dismiss for lack of personal jurisdiction in Iowa. The
federal district court denied that motion but granted the company’s request to
certify a related question of Iowa law to our court. The question is this:
Under Iowa law, does a foreign corporation consent to the personal
jurisdiction of the Iowa courts by registering to do business in Iowa
and appointing an agent for service of process in Iowa when a
plaintiff then serves the foreign corporation’s designated agent?
We find the answer to this question in the text of the Iowa Code, the words
chosen by our legislature. Iowa Code chapter 490 requires foreign corporations
that register in Iowa to appoint an “agent for service of process, notice, or demand
required or permitted by law to be served on the corporation.” Iowa Code
§ 490.504(1) (2025). But the Code does not mention—much less require—any
“consent” to “personal jurisdiction” by registering foreign corporations. And this
court cannot create a consent-to-jurisdiction requirement that our legislature
chose not to impose.
So we answer the certified question in the negative. Under Iowa law, a
foreign corporation does not consent to personal jurisdiction by registering to do
business in Iowa, appointing an agent for service of process in Iowa, or receiving
service through that agent.
I. Background Facts and Proceedings.
“When we answer a certified question, we rely upon the facts provided with
the certified question.” Wagner v. State, 952 N.W.2d 843, 848 (Iowa 2020)
(quoting Baldwin v. City of Estherville, 915 N.W.2d 259, 261 (Iowa 2018)). Here
is a summary of the facts provided.
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CRST Specialized Transportation, Inc. (Specialized) is a transportation
company that delivers goods throughout the United States. Harley Kelchner is
an independent contractor driver who was, and apparently still is, under
contract with Specialized.
Specialized is incorporated in Indiana and has its principal place of
business in Indiana. Specialized has been registered to do business in Iowa as a
foreign corporation since 2020. The parties disagree about the extent of
Specialized’s other contacts with Iowa. Specialized claims to have no employees
in Iowa and, indeed, no “physical presence in Iowa.” Although Specialized
acknowledges that it has a sister company in Iowa, Specialized claims that each
company has its own operating authority, personnel, headquarters, and
customers. Kelchner, on the other hand, claims that there are far more extensive
contacts between Specialized and the Iowa-based defendants. Kelchner
characterizes the companies as an interrelated network with common
ownership, control, management, operations, agents, and so on.
Kelchner is a Florida resident. In 2022, Kelchner reached out to
Specialized and expressed interest in Specialized’s program for independent
contractor drivers. Later, Kelchner began driving with Specialized throughout
the United States. At some point, a dispute arose. And in 2024, Kelchner filed
the suit at issue in the United States District Court for the Northern District of
Iowa, which we refer to here as the federal district court. Kelchner claims the
defendants violated Iowa’s business opportunity promotions statutes. See Iowa
Code ch. 551A.
Specialized filed a motion to dismiss for want of personal jurisdiction.
Kelchner resisted on three grounds: (1) Specialized consented to personal
jurisdiction by registering as a foreign corporation and designating an agent for
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service of process in Iowa; (2) in any event, Specialized’s other ties with Iowa are
sufficient to establish personal jurisdiction; and (3) at a minimum, Kelchner
should be allowed to conduct jurisdictional discovery prior to a ruling on
Specialized’s motion to dismiss.
The federal district court concluded that Specialized “consented to
personal jurisdiction in the Iowa courts by registering with the secretary of state
and designating an agent for service of process in Iowa.” And so the court denied
Specialized’s motion to dismiss.
Specialized then asked the court to either (1) certify its motion to dismiss
order for interlocutory appeal to the United States Court of Appeals for the Eighth
Circuit or, alternatively, (2) certify a question of state law to our court. The court
declined to certify an interlocutory appeal but instead certified a question to our
court.
II. Should We Answer the Certified Question?
Iowa Code section 684A.1 governs our power to answer certified questions.
It provides:
The supreme court [of Iowa] may answer questions of law
certified to it by the supreme court of the United States, a court of
appeals of the United States, a United States district court or the
highest appellate court or the intermediate appellate court of
another state, when requested by the certifying court, if there are
involved in a proceeding before it questions of law of this state which
may be determinative of the cause then pending in the certifying
court and as to which it appears to the certifying court there is no
controlling precedent in the decisions of the appellate courts of this
state.
Id.
Accordingly, we have discretion to answer certified questions when four
criteria are met:
1. A proper court has certified the question.
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2. The question concerns the “law of this state,” that is, Iowa law.
3. The question “may be determinative of the cause then pending in
the certifying court.”
4. It appears to the certifying court that there is no controlling Iowa
precedent.
Id.; see Wagner, 952 N.W.2d at 849–50.
In this case, all four criteria are met. The first criterion is met because the
question has been certified by “a United States district court,” which is one of
the proper courts under the statute. Iowa Code § 684A.1. The second criterion
is met because the certifying court is expressly asking us to answer a question
of Iowa law, the “law of this state.” Id. The third criterion is met because the
answer to the certified question “may be determinative” of whether the federal
district court has personal jurisdiction over a defendant, Specialized. Id.
(emphasis added.) We appreciate Kelchner’s point that he also has an alternative
jurisdictional argument, namely, his contention that Specialized’s business
activities create sufficient contacts with Iowa to satisfy a minimum contacts
analysis.1 But if that argument fails in federal court, the answer to the certified
question could determine the personal jurisdiction issue. Finally, the fourth
criterion is met because it appeared to the federal district court that there is no
controlling Iowa precedent on the issue. Id.
Because the four criteria are met, we have discretion to answer the
question. Wagner, 952 N.W.2d at 849–50. We choose to do so.
1Nothing in this opinion should be read as a comment on the merits of Kelchner’s
alternative argument.
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III. The Question Presented.
Again, here is the question certified:
Under Iowa law, does a foreign corporation consent to the personal
jurisdiction of the Iowa courts by registering to do business in Iowa
and appointing an agent for service of process in Iowa when a
plaintiff then serves the foreign corporation’s designated agent?
A. Overview. We begin our analysis of this question with some general
discussion about jurisdiction. Although “jurisdiction” has more than one
definition, the jurisdiction at issue here is “[a] court’s power to decide” a
particular case. Jurisdiction, Black’s Law Dictionary 1014 (12th ed. 2024). For a
court to have power to decide a particular case, the court must have both
(1) power to decide the kind of claim that is before the court, which is called
subject matter jurisdiction; and (2) “power over the parties before” the court,
which is called personal jurisdiction. Lightfoot v. Cendant Mortg. Corp., 580 U.S.
82, 95 (2017). In this case, we focus on personal jurisdiction—a court’s power
over a particular party, Specialized.
1. Personal jurisdiction. For a court to exert personal jurisdiction over a
nonresident corporate defendant like Specialized, three requirements usually
must be met. See, e.g., Waldman v. Pal. Liberation Org., 835 F.3d 317, 327
(2d Cir. 2016) (discussing a three-requirement model). The three requirements
are: (1) the satisfaction of constitutional due-process limitations; (2) the
existence of an independent source of law that authorizes the court’s exercise of
personal jurisdiction on the defendant; and (3) the completion of lawful service
of process on the defendant. Id. We briefly discuss each. We also mention some
exceptions.
a. Due process. We start with the first and best-known requirement:
a court’s assertion of personal jurisdiction must not violate the “individual liberty
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interest” that is protected by the due-process provisions of the United States
Constitution. Ins. Corp. of Ir., Ltd. v. Compagnie des Bauxites de Guinee, 456 U.S.
694, 702 (1982).2 This due-process requirement is satisfied when
“general (sometimes called all-purpose) jurisdiction” exists or “specific
(sometimes called case-linked) jurisdiction” exists. Harding v. Sasso, 2 N.W.3d
260, 264 (Iowa 2023) (quoting Ford Motor Co. v. Mont. Eighth Jud. Dist. Ct.,
592 U.S. 351, 358 (2021)).
For “specific jurisdiction” to exist, the foreign defendant must have
directed its activities toward the forum state in a way that amounts to
“purposeful availment” of the right to do business there; moreover, the plaintiff’s
claims must “arise out of or relate to” the defendant’s contacts with the forum.
Burger King Corp. v. Rudzewicz, 471 U.S. 462, 472, 475 (1985) (quoting
Helicopteros Nacionales de Colom., S.A. v. Hall, 466 U.S. 408, 414 (1984));
see Harding, 2 N.W.3d at 265. So, as the name suggests, specific-jurisdiction
claims usually require a fact-intensive, case-by-case analysis of the relationship
among the defendant’s actions, the forum state, and the claims brought.
Walden v. Fiore, 571 U.S. 277, 284 (2014).
Conversely, general jurisdiction is not case specific. Rather, when general
jurisdiction exists, a court may “adjudicate any and all claims against a
defendant without regard to whether the claims relate to the forum state or the
defendant’s activities in the forum state.” Harding, 2 N.W.3d at 264. Ordinarily,
though, general jurisdiction exists only when the defendant is “essentially at
home” in the forum state. Id. For a corporate defendant, this essentially-at-home
2For state court cases, this liberty interest is protected by the Due Process Clause in the
Fourteenth Amendment. Harding v. Sasso, 2 N.W.3d 260, 264 (Iowa 2023). For federal court cases, this liberty interest is protected by the Due Process Clause in the Fifth Amendment. Fuld v. Pal. Liberation Org., 606 U.S. 1, 11 (2025). As the Supreme Court recently explained in Fuld v. Palestine Liberation Organization, however, this distinction usually makes no difference. Id.
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requirement is usually met only in two places: the state of incorporation and the
state of the principal place of business. Anthony J. Gaughan, The Unsettled State
of Corporate General Personal Jurisdiction, 103 Neb. L. Rev. 131, 133 (2024)
(discussing BNSF Ry. v. Tyrrell, 581 U.S. 402 (2017); Daimler AG v. Bauman,
571 U.S. 117 (2014); Goodyear Dunlop Tires Operations, S.A. v. Brown, 564 U.S.
915 (2011), collectively referred to as the “Goodyear Trilogy”).
b. Independent source of law. Even when these due-process requirements
are met, however, there must also be an independent “source of law” that
authorizes the court to exercise personal jurisdiction. Fischer v. Fed. Express
Corp., 42 F.4th 366, 382 (3d Cir. 2022) (“[I]f no source of law authorizing service
of process permits the exercise of personal jurisdiction with regard to the claims
at issue, we are unable to exercise personal jurisdiction over those claims,
regardless of what the outer limits of the Constitution might theoretically
permit.”). For Iowa state courts, this source of law is Iowa Rule of Civil
Procedure 1.306, which “allows for the exercise of personal jurisdiction up to the
federal constitutional limit.” Harding, 2 N.W.3d at 264 (citing Book v. Doublestar
Dongfeng Tyre Co., 860 N.W.2d 576, 583 (Iowa 2015); Sioux Pharm, Inc. v.
Summit Nutritionals Int’l Inc., 859 N.W.2d 182, 188 (Iowa 2015); Ostrem v. Prideco
Secure Loan Fund, LP, 841 N.W.2d 882, 891 (Iowa 2014)). For federal courts in
Iowa, Federal Rule of Civil Procedure 4(k)(1)(A) has the same effect. As a practical
matter, then, the first two requirements of the jurisdictional analysis
(due process and independent source of law) generally collapse into a single
due-process inquiry. See Harding, 2 N.W.3d at 264.
c. Lawful service of process. Finally, even when the due-process and
source-of-law requirements are satisfied, the court still cannot exercise personal
jurisdiction unless and until the service-of-process requirement is fulfilled. Omni
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Cap. Int’l, Ltd. v. Rudolf Wolff & Co., 484 U.S. 97, 104 (1987). While the
due-process and source-of-law requirements tell us whether a foreign defendant
can be brought within a court’s power, lawful service of process is what actually
brings that defendant into court. Lucas v. Warhol, 23 N.W.3d 19, 23 (Iowa 2025)
(“[T]he defendant is officially brought into court and required to defend against
the lawsuit[] when the plaintiff personally serves the defendant with the original
notice and a copy of the petition.”); Sioux County v. Kosters, 191 N.W. 315, 316
(Iowa 1922) (“The function of [service of] an original notice is to bring the
defendant into court to answer to a petition duly filed . . . .”); Diltz v. Chambers,
2 Greene 479, 480 (Iowa 1850) (“It is the service which brings the defendant into
court.”); Tillman v. Hinson, No. 23–1255, 2025 WL 546741, at *3 (Iowa Ct. App.
Feb. 19, 2025) (“A lawsuit ‘is commenced by filing a petition with the court.’
But before things can really get going, a plaintiff must bring the defendant into
court by serving an original notice and copy of the petition on the defendant.”
(quoting Iowa R. Civ. P. 1.301(1))).
2. Exceptions. There are, of course, some circumstances in which elements
of this multi-part analysis can become unnecessary. See, e.g., Burnham v.
Super. Ct. of Cal., 495 U.S. 604, 610, 616 (1990) (holding that due process
requires no connection between the litigation and the forum state if the
defendant is a natural person and is “physically present in the State at the time
process is served upon him”). For example, it is common for defendants to simply
waive the formal service requirement by voluntarily appearing. Along similar
lines, because due-process restrictions on personal jurisdiction
are—essentially—“an individual right” to be free from judicial power, those
restrictions can also be waived. Ins. Corp. of Ir., 456 U.S. at 703. Indeed, as the
court noted in Insurance Corp. of Ireland, Ltd., “[a] variety of legal arrangements
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have been taken to represent express or implied consent to the personal
jurisdiction of the court.” Id.
Jurisdiction-by-consent was the topic of the Supreme Court’s recent
decision in Mallory v. Norfolk Southern Railway Co., 600 U.S. 122, 127 (2023).
The plaintiff, Robert Mallory, had worked in Ohio and Virginia for a railroad
company that was incorporated in Virginia and had its headquarters there too.
Id. at 126. After leaving the company, Mallory hired Pennsylvania lawyers to sue
the railroad in Pennsylvania state court under a federal workers’ compensation
program for railroad employees. Id. The railroad moved to dismiss on personal
jurisdiction grounds. Id. Mallory resisted, arguing that “Pennsylvania requires
out-of-state companies that register to do business in the Commonwealth to
agree to appear in its courts on ‘any cause of action’ against them.” Id. at 127
(quoting 42 Pa. Cons. Stat. § 5301(a)(2)(i), (b) (2019)). “By complying with this
statutory scheme, Mr. Mallory contended, Norfolk Southern had consented to
suit in Pennsylvania on claims just like his.” Id.
The Pennsylvania Supreme Court agreed with Mallory that, indeed,
Pennsylvania law “requires an out-of-state firm to answer any suits against it
[in Pennsylvania courts] in exchange for status as a registered foreign
corporation and the benefits that entails.” Id. (discussing Mallory v. Norfolk
S. Ry., 266 A.3d 542, 561–63 (Pa. 2021), vacated, 600 U.S. 122). Even so, the
court held, Mallory “could not invoke that [Pennsylvania] law because it violates”
constitutional due-process limits. Id.
The United States Supreme Court then agreed to decide whether—as the
Pennsylvania court had held—“the Due Process Clause of the Fourteenth
Amendment prohibits a State from requiring an out-of-state corporation to
consent to personal jurisdiction to do business there.” Id. The Court concluded
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that it did not. Id. at 146. Following its 1917 decision in Pennsylvania Fire
Insurance Co. of Philadelphia v. Gold Issue Mining & Milling Co., the Mallory Court
held that statutes like Pennsylvania’s—which require out-of-state corporations
to “consent[] to in-state suits in order to do business in” Pennsylvania—do not
violate the Due Process Clause. Mallory, 600 U.S. at 138 (citing Pennsylvania
Fire Ins. Co., 243 U.S. 93 (1917)).
In the matter before us now, both parties suggest that the Supreme Court’s
decision in Mallory is important to our analysis. But we think the issues here
are very different. In Mallory, the fight wasn’t really about state law. Indeed, it
seemed pretty well agreed that Pennsylvania’s statute did require foreign
corporations to consent to personal jurisdiction in Pennsylvania. Mallory,
600 U.S. at 127. Rather, the fight in Mallory was about whether it was
constitutional for Pennsylvania to impose that requirement. Id. Conversely, in
this case, we are not asked to decide a constitutional question. We are not asked
to decide whether Iowa could constitutionally require foreign corporations to
consent to personal jurisdiction in Iowa. Rather, the question before us is
whether the Iowa Code actually imposes such a requirement. We turn to that
state-law question now.
B. Statutory Interpretation. Iowa Code chapter 490 is the Iowa Business
Corporation Act. It governs the registration of foreign corporations and requires
them to appoint agents for service. See Iowa Code §§ 490.504, .1502. To decide
whether that registration and appointment involve consent to personal
jurisdiction, we must interpret chapter 490.
1. Interpretive principles. As with all statutes, our interpretation of
chapter 490 is governed by the statutory text, the words that were “enacted into
law” by the people’s elected representatives. Doe v. State, 943 N.W.2d 608, 610
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(Iowa 2020); see King v. Burwell, 576 U.S. 473, 498 (2015) (“In a democracy, the
power to make the law rests with those chosen by the people.”). Usually, we give
statutory words “their common, ordinary meaning in the context within which
they are used.” De Stefano v. Apts. Downtown, Inc., 879 N.W.2d 155, 168 (Iowa
2016) (quoting Bank of Am., N.A. v. Schulte, 843 N.W.2d 876, 880 (Iowa 2014)).
But when the legislature defines its words, we apply those definitions.
Jorgensen v. Smith, 2 N.W.3d 868, 873 (Iowa 2024). And when a statute uses
technical terms, we apply their technical meaning. Id. at 876; see Iowa Code
§ 4.1(38). And when a statute includes words that have acquired special meaning
in the law, we apply their legal meaning. Iowa Code § 4.1(38); Beverage v. Alcoa,
Inc., 975 N.W.2d 670, 682 (Iowa 2022).
Finally, we note a special rule that may be relevant here. Our court has
recognized the “strongly held and frequently repeated principle that we strictly
construe statutes providing extraordinary methods of securing jurisdiction over
nonresidents.” L.F. Noll Inc. v. Eviglo, 816 N.W.2d 391, 393–94 (Iowa 2012) (citing
Buena Vista Manor v. Century Mfg. Co., 221 N.W.2d 286, 288 (Iowa 1974));
see also Morris & Co. v. Skandinavia Ins., 279 U.S. 405, 409 (1929) (“And, in the
absence of language compelling it, such a statute [requiring appointment of an
agent for service] ought not to be construed to impose upon the courts of the
state the duty, or to give them power, to take cases arising out of transactions
so foreign to its interests.”); Mo. Pac. R. Co. v. Clarendon Boat Oar Co., 257 U.S.
533, 535 (1922) (“[I]n dealing with statutes providing for service upon foreign
corporations doing business in the state upon agents whose designation as such
is especially required, this court has indicated a leaning toward a construction,
where possible, that would exclude from their operation causes of action not
arising in the business done by them in the state.”).
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2. Application. Now we address the statutory text itself. Iowa Code
section 490.1502(1) prohibits a foreign corporation from doing business in Iowa
“until it registers” under chapter 490. Registration is achieved by delivering
“a foreign registration statement to the secretary of state for filing.” Id.
§ 490.1503(1). But see § 490.1503(2) (requiring filing of “certificate of existence”).
The registration statement must state several facts about the foreign corporation,
including the corporation’s name, “jurisdiction of formation,” the “street and
mailing addresses of the foreign corporation’s principal office,” and—significant
here—“the street and mailing addresses of the foreign corporation’s registered
office in this state and the name of its registered agent at that office.” Id.
§ 490.1503(1)(a)–(d). The corporation’s “registered agent,” says the Code, “is the
corporation’s agent for service of process, notice, or demand required or
permitted by law to be served on the corporation.” Id. § 490.504(1). So long as a
foreign corporation remains registered in Iowa, it must “continuously maintain”
an agent of this kind. Id. § 490.501(1)(b).
With these requirements in mind, we finally turn to the ultimate question:
If a foreign corporation complies with these requirements by registering and
appointing an agent, does that corporation consent to personal jurisdiction in
Iowa for any and all suits—including suits for which traditional due-process
principles would otherwise preclude a finding of personal jurisdiction here—so
long as service is made on the appointed agent? The answer is “No.” The relevant
portions of chapter 490 include no mention of “consent” or “jurisdiction,” much
less “personal jurisdiction,” nor any synonyms. Yet these terms, all of which
carry familiar legal meanings, are well known to our legislature. They and their
synonyms appear in many other provisions of our Code. Id. § 505.28 (“consent
to jurisdiction”); id. § 542.20(7)(a) (“consents to the personal . . . jurisdiction”);
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id. § 85.71(2) (“personal jurisdiction”); id. § 252A.5(1) (same); id. § 489.14702
(same). For instance, under section 321.498(1)(a), a nonresident’s operation of a
motor vehicle in Iowa is “deemed to be . . . [a]n agreement by the nonresident
that the nonresident shall be subject to the jurisdiction of” Iowa courts. And
under section 505.28, engaging in certain insurance-related activities
“constitutes consent . . . to the jurisdiction” of Iowa courts. And under
section 542.20, paragraph (7)(a), if a nonresident firm wishes to practice public
accounting in Iowa under a “practice privilege,” that firm must “consent[] to the
personal . . . jurisdiction” of Iowa’s accountancy examining board. See also id.
§ 542.3(2) (defining “board”).
Likewise, in chapter 490, if the legislature had chosen to require consent
to personal jurisdiction from every foreign corporation that registers and
appoints an agent in Iowa, the legislature could have said so in the same express
terms. But it did not.
In short, chapter 490’s unambiguous text shows that the legislature chose
not to require consent to personal jurisdiction from foreign corporations that
register and appoint an agent for service. Moreover, even if chapter 490 were
ambiguous because it was susceptible to more than one reasonable
interpretation as to the question before us (it is not), we would select the stricter
interpretation, and we would still hold that compliance with Iowa’s
registration-and-agent-appointment requirements does not constitute consent to
personal jurisdiction in Iowa. L.F. Noll Inc., 816 N.W.2d at 393–94; see Morris &
Co., 279 U.S. at 409; Mo. Pac. R.R., 257 U.S. at 535.
We note that several other courts have reached similar conclusions when
interpreting similar statutes in other jurisdictions. See, e.g., Lumen Techs. Serv.
Grp., LLC v. CEC Grp., LLC, 691 F. Supp. 3d 1282, 1291 (D. Colo. 2023) (rejecting
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registration-based consent because “neither § 7-90-801 nor § 7-90-805
expressly informs foreign entities that by registering to do business in Colorado,
or by designating a Colorado registered agent, they are consenting to the
personal jurisdiction of Colorado courts”); Aspen Am. Ins. v. Interstate
Warehousing, Inc., 90 N.E.3d 440, 446–47 (Ill. 2017) (rejecting registration-based
consent because “[n]one of the [Illinois] provisions require foreign corporations
to consent to general jurisdiction as a condition of doing business in Illinois, nor
do they indicate that, by registering in Illinois or appointing a registered agent,
a corporation waives any due process limitations on this state’s exercise of
general jurisdiction”); Lanham v. BNSF Ry., 939 N.W.2d 363, 370–71 (Neb. 2020)
(rejecting registration-based consent because “Section 21-19,152 does not
explicitly state that compliance with the statute constitutes a waiver of the
foreign corporation’s right to require personal jurisdiction,” and a theory of
implied consent would exceed due-process limitations); Chavez v. Bridgestone
Ams. Tire Operations, LLC, 503 P.3d 332, 345–46 (N.M. 2021) (rejecting
registration-based consent because “[a]t no point does the BCA state that a
foreign corporation consents to general personal jurisdiction by registering and
appointing a registered agent under the Act”); Aybar v. Aybar, 177 N.E.3d 1257,
1260 (N.Y. 2021) (rejecting registration-based consent because
“[t]he [registration and agent appointment] statutes do not, however, condition
the right to do business on consent to the general jurisdiction of New York
courts”); Segregated Acct. of Ambac Assurance Corp. v. Countrywide Home Loans,
Inc., 898 N.W.2d 70, 73 (Wis. 2017) (“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.”). But see, e.g., Cooper Tire
& Rubber Co. v. McCall, 863 S.E.2d 81, 90 (Ga. 2021) (noting that although
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Georgia’s code “does not expressly notify out-of-state corporations
that . . . maintaining a registered office or registered agent . . . subjects them to
general jurisdiction,” other precedent did serve as sufficient notice that
registration equates consent to jurisdiction).
For example, the Eleventh Circuit said this about Florida’s registration
statute:
[N]othing in [the Florida statute’s] plain language indicates that a
foreign corporation that has appointed an agent to receive service of
process consents to general jurisdiction in Florida. See Allen v. USAA
Cas. Ins. Co., 790 F.3d 1274, 1279 (11th Cir. 2015) (explaining that
to discover the Florida legislature’s intent, “we first examine the
statute’s plain language” (citing Atwater v. Kortum, 95 So. 3d 85, 90
(Fla. 2012))). Indeed, “consent” and “personal jurisdiction” are never
mentioned in the provisions the [plaintiffs] cite. Instead, these
provisions simply require foreign corporations to maintain an agent
to receive service of process and to allow complaining parties to serve
documents upon that agent. Nothing in these provisions would alert
a corporation that its compliance would be construed as consent to
answer in Florida’s courts for any purpose.
Waite v. All Acquisition Corp., 901 F.3d 1307, 1320 (11th Cir. 2018).
Likewise, nothing in the Iowa Code’s plain language suggests that
registration plus agent appointment equals consent to personal jurisdiction for
foreign corporations. And so our answer to the certified question must be “No.”
3. Counterarguments. We have considered all of Kelchner’s responses.
He places most of his focus on two (somewhat overlapping) theories. First,
Kelchner suggests that because service is always sufficient to establish personal
jurisdiction, appointment of an agent for service in Iowa must constitute consent
to personal jurisdiction in Iowa for any and all cases. We disagree. We reject
Kelchner’s essential premise: the notion that service—without more—is
sufficient to establish personal jurisdiction. We recognize, of course, that some
language in prior opinions may seem to support Kelchner’s premise if that
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language is taken out of context. See, e.g., Schoulte v. Great Lakes Forwarding
Corp., 298 N.W. 914, 916 (Iowa 1941) (“One of these methods of securing
jurisdiction is by service upon an agent, who admittedly was qualified for that
purpose.”). As Specialized points out, though, that language probably just
reflects the fact that service is “a necessary prerequisite to a court exercising
jurisdiction,” not that service is “sufficient, in and of itself, to confer jurisdiction.”
(Emphases added.) In any event, we now clarify that service alone does not
establish personal jurisdiction over a foreign corporate defendant. But cf.
Burnham, 495 U.S. at 616 (permitting tag jurisdiction on natural person);
Mallory, 600 U.S. at 129 (noting that tag jurisdiction applies to natural persons).
Rather, as we discussed earlier, courts can assert personal jurisdiction over a
corporate defendant only if multiple requirements are met. Those multiple
requirements include both the satisfaction of constitutional due-process
limitations and lawful service of process. See Waldman, 835 F.3d at 327.
So, although service is the way that a defendant is brought into court, that
service is only effective if that defendant is already subject to the court’s
jurisdiction. Indeed, we made it clear more than a century ago that “[u]nless the
defendant is [already] subject to the [court’s] jurisdiction, the service of process
does not confer jurisdiction.” Jones v. Ill. Cent. R. Co., 175 N.W. 316, 318 (Iowa
1919). The same is true today. Service alone is not enough unless, as Kelchner
argues here, the defendant has consented to personal jurisdiction. As explained,
though, we do not believe that Iowa’s registration-and-agent-appointment
requirements involve that sort of consent.
This brings us to Kelchner’s second response. Although chapter 490 does
not expressly require consent to personal jurisdiction, Kelchner asserts that a
consent requirement is nevertheless implied by Iowa’s agent-appointment
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requirement. This implied-consent approach finds support in Eighth Circuit
decisions such as Knowlton v. Allied Van Lines, Inc., in which the court
interpreted Minnesota law. 900 F.2d 1196, 1199 (8th Cir. 1990); see also
Sondergard v. Miles, Inc., 985 F.2d 1389, 1394 (8th Cir. 1993) (applying a similar
approach to South Dakota law). Although Minnesota’s statute required foreign
corporations to appoint an agent for service, it created no express tie between
agent appointment and personal jurisdiction. Id. at 1199–200. Even so, the
Eighth Circuit believed that “[t]he whole purpose of requiring designation of an
agent for service is to make a nonresident suable in the local courts.” Knowlton,
900 F.2d at 1199. Moreover, the relevant Minnesota statute contained “no words
of limitation to indicate that this type of service is limited to claims arising out
of activities within the state.” Id. And so, the court concluded, “appointment of
an agent for service of process . . . gives consent to the jurisdiction of Minnesota
courts for any cause of action, whether or not arising out of activities within the
state.” Id. at 1200.
We respectfully decline to apply this approach when interpreting Iowa’s
law.3 First, as explained, we believe the plain language of Iowa’s registration
statutes—which includes no mention of “consent” or “personal jurisdiction”—is
dispositive. It shows that Iowa’s legislature chose not to require consent to
personal jurisdiction.
3Iowa’s federal district courts have (understandably) viewed Knowlton’s approach as “controlling circuit law” and, therefore, have applied that approach when interpreting Iowa law. Scott v. Milosevic, No. C17–4004–LTS, 2018 WL 11304191, at *8 (N.D. Iowa May 2, 2018); accord Daughetee v. CHR Hansen, Inc., No. C09–4100–MWB, 2011 WL 1113868, at *7 (N.D. Iowa Mar. 25, 2011); Constr. Prods. Distribs., LLC v. Onward Techs., Inc., No. 4:07–CV–00343–JAJ, 2007 WL 3287299, at *6 (S.D. Iowa Nov. 6, 2007); Jacobson Distrib. Co. v. Am. Standard, Inc., No. 4:07–CV–00208–JAJ, 2007 WL 3208562, at *4 (S.D. Iowa Sep. 5, 2007). As explained, however, we decline to apply Knowlton’s approach when interpreting Iowa law. Accordingly, we decline to follow Knowlton-based decisions by Iowa’s federal district courts.
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Second, and in any event, we do not believe that “[t]he whole purpose” of
Iowa’s agent-designation requirement “is to make a nonresident suable” in Iowa
courts in every sort of case. Knowlton, 900 F.2d at 1199 (emphasis added). As a
preliminary matter, we note that Iowa’s statute requires a foreign corporation’s
agent to receive not only service of process but also any “notice” or “demand
required or permitted by law.” Iowa Code § 490.504(1). So it is not even clear
that accepting service of suit papers is the “whole” purpose of Iowa’s agent
requirement.
Moreover, even if service acceptance were the only purpose for an
appointed agent, service alone does not make a corporate defendant “suable” in
Iowa. Rather, as discussed, for a foreign corporation to be suable in Iowa,
traditional due-process personal jurisdiction requirements must also be
satisfied. See Jones, 175 N.W. at 318.
Likewise, even if an agent’s only purpose is to accept service, appointing a
service agent still isn’t the same as consenting to personal jurisdiction. Cf. Fed.
R. Civ. P. 4(d)(5) (stating that waiver of service “does not waive any objection to
personal jurisdiction”). This distinction is understood by our legislature. As we’ve
discussed, under Iowa Code section 542.20, paragraph (7)(a), if a nonresident
firm wishes to practice public accounting in Iowa under a “practice privilege,”
that firm must “consent[] to the personal . . . jurisdiction” of Iowa’s accountancy
examining board. In the very next paragraph, (7)(b), the legislature separately
requires those same practice-privilege firms to “appoint” an Iowa regulatory
agency as the firm’s “agent upon whom process can be served.” Yet if, as
Kelchner suggests, agent appointment under paragraph 7(b) equals consent to
personal jurisdiction in Iowa, then the separate jurisdictional consent in
paragraph 7(a) would serve no purpose. But we usually don’t treat statutory
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provisions as if they serve no purpose. Vroegh v. Iowa Dep’t of Corr., 972 N.W.2d
686, 703 (Iowa 2022). The better reading, then, is that paragraphs 7(a) and 7(b)
each have independent importance. They’re each important because agent
appointment is not the same as consent to personal jurisdiction.
And only one of those things—appointment of an agent—is required of
foreign corporations like Specialized. Consent to personal jurisdiction is not.
IV. Conclusion.
The United States District Court for the Northern District of Iowa certified
this question to us: “Under Iowa law, does a foreign corporation consent to the
personal jurisdiction of the Iowa courts by registering to do business in Iowa and
appointing an agent for service of process in Iowa when a plaintiff then serves
the foreign corporation’s designated agent?” We have answered that question in
the negative. Costs shall be equally divided between the parties. Iowa Code
§ 684A.5.
Certified Question Answered.