Connecticut uses a familiar two-step analysis to determine whether or not a court has personal jurisdiction over a foreign corporation, such as the Company.
First, the court must determine if the State's long arm statute, to wit, C.G.S. 52-59b (the "Long Arm Statute"), reaches the foreign corporation. See, e.g., Bensmiller v. E.I. Dupont de Nemours Co., 47 F.3d 79, 81 (2d Cir. 1995).
Second, if the statute does reach the corporation, then the court must decide whether that exercise of jurisdiction violates the due process clause of the United States Constitution. Id. As articulated in the seminal case of International Shoe Co. v. Washington, 326 U.S. 310 (1945), the constitutional due process standard requires that "in order to subject a defendant to [personal jurisdiction], if he not be present within the territory of the forum, he have certain minimum contacts with it such that the maintenance of the suit does not offend traditional notions of fair play and substantial justice." 326 U.S. at 316.
In Burger King Corp. v. Rudzewicz, 471 U.S. 462 (1985), the United States Supreme Court articulated the rationale underlying the due process standard as follows:
"The Due Process Clause protects an individual's liberty interest
in not being subject to binding judgments of a forum with which
he has established no meaningful contacts, ties, or relations. By
requiring that individuals have fair warning that a particular activity
may subject [them] to the jurisdiction of a foreign sovereign, the
Due Process Clause gives a degree of predictability to the legal
system that allows potential defendants to structure their primary
conduct with some minimum assurance as to where that conduct
will and will not render them liable to suit."
471 U.S. at 471-72. (Citations omitted.)
In order to determine whether Connecticut's Long Arm Statute reaches a foreign corporation, the court will consider the following factors:
Whether the corporation transacts or solicits, or ever has transacted or solicited, business in the State;
Whether the corporation derives any revenue, let alone "substantial revenue," from goods used or consumed or services rendered in the State;
Whether the corporation owns, uses or possesses any real property situated within the State; and,
Whether the corporation committed any tortious act within the State or, alternatively, without the State which it expected or reasonably should have expected would have consequences there. See C.G.S. 52-59b.
If none of the foregoing factors are present, the Long Arm Statute does not support an assertion of personal jurisdiction over the foreign corporation. As such, there would be no need for the court to reach the due process analysis articulated in International Shoe and its progeny. Even then, the absence of any discernible contacts, let alone "minimum contacts" between the foreign corporation and the State, ought still prove fatal to any jurisdictional assertion.
"Minimum contacts" include, but are not limited to, the following: (a) an office or comparable facility owned or maintained by a foreign corporation the State; (b) a mailing address, telephone or facsimile listing maintained by the foreign corporation in the State; (c) a bank, brokerage or similar account maintained, or formerly maintained, by the foreign corporation in the State; (d) current or prior ownership by the foreign corporation of any tangible or real property (also encompassed within the Long Arm Statute); (e) current or former qualification, by the foreign corporation, to do business in the State; and, (f) existence, or prior existence, of any subsidiary, affiliate and/division of the foreign corporation incorporated in the State or qualified to business there.
The existence of "minimum contacts" between the foreign corporation and the State may or may not be sufficient to confer personal jurisdiction; provided, however, these contacts are material, demonstrable and ongoing. In the event they are not, an assertion of personal jurisdiction over a foreign corporation is highly unlikely to be upheld. This holds especially true if the criteria governing an assertion of personal jurisdiction under the Long Arm Statute have not been met or satisfied.