Page:Mallory v. Norfolk Southern.pdf/51

Rh This argument begins on shaky ground, because Pennsylvania itself does not treat registration as synonymous with consent. Section 5301(a)(2)(i) baldly asserts that “qualification as a foreign corporation” in the Commonwealth is a sufficient hook for general jurisdiction. The next subsection (invoked by neither Mallory nor the Court) permits the exercise of general jurisdiction over a corporation based on “[c]onsent, to the extent authorized by the consent.” §5301(a)(2)(ii). If registration were actual consent, one would expect to see some mention of jurisdiction in Norfolk Southern’s registration paperwork—which is instead wholly silent on the matter. App. 1–7. What Mallory calls “consent” is what the Pennsylvania Supreme Court called “compelled submission to general jurisdiction by legislative command.” 266 A. 3d, at 569. Corporate registration triggers a statutory repercussion, but that is not “consent” in a conventional sense of the word.

To pull §5301(a)(2)(i) under the umbrella of consent, the Court, following Mallory, casts it as setting the terms of a bargain: In exchange for access to the Pennsylvania market, a corporation must allow the Commonwealth’s courts to adjudicate any and all claims against it, even those (like Mallory’s) having nothing to do with Pennsylvania. Brief for Petitioner 27–28. Everyone is charged with knowledge of the law, so corporations are on notice of the deal. By registering, they agree to its terms.

While this is a clever theory, it falls apart on inspection. The Court grounds consent in a corporation’s choice to register with knowledge (constructive or actual) of the jurisdictional consequences. , (“proceed[ing] anyway” in light of “the jurisdictional consequences attending these actions”);  (, concurring in part and concurring in judgment) (basing “consent” on “presume[d]” knowledge of state law);  (, concurring) (“register[ing] and do[ing] business in Pennsylvania despite the jurisdictional consequences”). But on that logic, any