Page:Mallory v. Norfolk Southern.pdf/33

2 a Commerce Clause claim below, but the Pennsylvania Supreme Court did not address it. See 266 A. 3d 542, 559–560, nn. 9, 11 (2021). Presumably, Norfolk Southern can renew the challenge on remand. I therefore agree that we should vacate the Pennsylvania Supreme Court’s judgment and remand the case for further proceedings.

When Virginia resident Robert Mallory initiated this suit, Norfolk Southern Railway Company, a railroad that was at that time incorporated and headquartered in Virginia, had long operated rail lines and conducted related business in Pennsylvania. Consistent with Pennsylvania law, the company had registered as a “foreign” corporation, most recently in 1998. 15 Pa. Cons. Stat. §411(a) (2014); App. 1–2. Then, as now, Pennsylvania law expressly provided that “qualification as a foreign corporation” was a “sufficient basis” for Pennsylvania courts “to exercise general personal jurisdiction” over an out-of-state company. 42 Pa. Cons. Stat. §5301(a)(2)(i) (2019). Norfolk Southern is a sophisticated entity, and we may “presum[e]” that it “acted with knowledge” of state law when it registered. Commercial Mut. Accident Co. v. Davis, 213 U. S. 245, 254 (1909). As a result, we may also presume that by registering, it consented to all valid conditions imposed by state law.

I do not understand Norfolk Southern to challenge this basic premise. Tr. of Oral Arg. 62 (acknowledging that “the railroad understood by filing [registration paperwork] that it was subject to [Pennsylvania’s general jurisdiction] law”). Instead, Norfolk Southern argues that giving force to the company’s consent would violate the Fourteenth Amendment’s Due Process Clause. See Power Mfg. Co. v. Saunders, 274 U. S. 490, 496–497 (1927).

That argument is foreclosed by our precedent. We addressed this question more than a century ago in