If you are a lawyer who represents a corporation located in Iowa but incorporated in Delaware and you have sent a document to CT Corporation or CSC in Delaware to be filed with the Delaware Secretary of State, you and your firm are subject to the jurisdiction of the Delaware courts.
In Sample v. Morgan, 935 A. 2d 1046 (Del. Ch. 2007), the court ruled that general outside counsel for an Ohio-based Delaware corporation, even though the law firm was based in Columbus, Ohio, was subject to Delaware's long-arm statute. The law firm had prepared a certificate of amendment in Ohio and sent it to the Delaware office of CSC with instructions to file it with the Delaware Secretary of State. The court concluded that this constituted transacting business in Delaware. The law firm also provided general corporate advice to its client which naturally included interpretation of Delaware law, but the deciding factor seems to be the preparation and delivery of the certificate.
The court also concluded that this exercise of personal jurisdiction was consistent with the due process clause of the 14th Amendment to the US Constitution because the law firm should have "reasonably anticipated" that its actions might result in personal jurisdiction.
-Marc Ward
Comments