Corporations in Georgia: No contact required

In September 2021, the Ga. Supreme Court held in Cooper Tire & Rubber Co. v. McCall that a foreign corporation is subject to general jurisdiction in Georgia merely by registering to do business here. In brief: Filing a simple certificate of registration with the Ga. Secretary of State and doing nothing else means that a foreign corporation can be sued on any cause of action here, even if the alleged breach of contract or personal injury had nothing to do with Georgia. The registration makes the foreign corporation "present" in Georgia as if it had its HQ here.

The petition in Cooper Tire has been on hold with the U.S. Supreme Court since April 2022, while SCOTUS determines a similar case involving Pennsylvania's registration statute, Mallory v. Norfolk Southern. Mallory was argued in the Surpeme Court on Nov. 8, 2022, and is awaiting decision. Both Cooper Tire and Mallory require the Court to consider whether pre-1945 cases are still good law or have been superseded by the International Shoe line of cases requiring "minimum contacts" in due process analysis.

As reported by Professor Josh Blackman, the Mallory case may be significant for the East Palestine railroad disaster on February 3, 2023, and any lawsuits to come. If the Pennsylvania Supreme Court's ruling in Mallory is upheld, then Ohio residents with claims from that Ohio accident may be able to sue the railroad in Pennsylvania (or some other state perceived friendly to their claims), if they choose, as long as the railroad is registered there.

There is no sign yet of any action by Georgia's legislature to amend Georgia's law to eliminate this possibility, despite the Ga. Supreme Court's suggestion in Cooper Tire that it consider amendment.