Washington Equipment Manuf. V Concrete Placing
931 P 2d 170 [1997]
Author:- Sam Biers

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.