Washington Equipment Manuf. v. Concrete Placing Case Brief
Summary of Washington Equipment Manuf. v. Concrete Placing
931 P 2d 170 
Relevant Facts: Concrete is an Idaho company that obtained a certificate of authority from the State of Washington to do business therein. It appointed a registered agent in order to build two roads in Walla Walla in 1985 and 1986. In 1994 it bought some machinery from Washington Equipment, a Washington corporation. Concrete refused to pay the full price so Washington sued for the balance in a Washington court.
Legal Issue(s): Whether a foreign corp consents to gen P. J. by securing a certificate of authority to do business and appointing a registered agent; and whether Concrete’s contacts w/ state justified the cts exercise of personal jurisdiction under long-arm statute?
Court’s Holding: No, and no
Procedure: Trial ct dismissed for lack of jurisdiction. Ct. App Affirmed.
Law or Rule(s): The foreign corporation must have substantial, continuous and systematic contacts with the forum state. Consent requires some knowing and voluntary act. A Df waives any objection to personal jurisdiction by a claim for affirmative relief.
Court Rationale: CONSENT – Facts that foreign corporation obtained certificate of authority to do business in state and appointed registered agent in state do not confer general personal jurisdiction over foreign corporation; Business Corporation Act contains no indication that complying with its mandatory requirements for conducting business in state constitutes consent to general jurisdiction in state. A foreign corp should not be deemed to have knowingly consented to Gen. Juris by doing an act required by the state obtaining a certificate of authority to do business and appointing an agent absent legislative intent.
WAIVER – Buyer’s claim of forum non conveniens was assertion of affirmative defense rather than claim for affirmative relief and, thus, did not constitute waiver of objection to personal jurisdiction.
Plaintiff’s Argument: By obtaining a certificate of authority and appointing a registered agent Concrete consented to P.J. Registering to do business in Washingtion is consent to jurisdiction.
Defendant’s Argument: Concrete did not have substantial, continuous business activities in the forum. The requirement to adhere to business regulations in Washington is not a consent to juris.