MEMORANDUM OPINION

Savage, J.

Moving to dismiss this asbestos action for lack of personal jurisdiction under Federal Rule of Civil Procedure 12(b)(2), defendant Northrop Grumman Corporation ("Northrop"), a Delaware corporation with its principal place of business in Virginia,1 contends that the plaintiffs, Robert and Margaret Kraus, have not alleged sufficient facts establishing the existence of general or specific jurisdiction over it. Northrop argues that Pennsylvania's consent-by-registration statute is unconstitutional and cannot support the exercise of general jurisdiction. Even if valid, it contends, neither Northrop nor its predecessors were registered at the time Robert Kraus ("Kraus")2 was exposed to Northrop's products in Pennsylvania.3

The plaintiffs contend that there is general jurisdiction over Northrop because it and its predecessors-in-interest consented to jurisdiction when they registered to do business in Pennsylvania as foreign corporations.

We conclude that Pennsylvania's consent-by-registration statute is constitutional, and that consent jurisdiction arises at the time the suit is filed, not when the causes of action arose. Thus, the plaintiffs have met their burden of establishing the existence of personal jurisdiction over Northrop.

Background

According to the fourth amended complaint, Kraus was exposed to asbestos during his service in the Navy aboard the U.S.S. Cambria and later when working at General Electric. From July 1964 through May 1967, Kraus, as the electronics officer and subsequently the communications officer on the Cambria, worked in close proximity to asbestos-containing electronic equipment. Kraus alleges that during the Cambria's equipment overhaul at the Philadelphia Naval Shipyard in 1965, he supervised the repair of electronic and radio equipment containing asbestos.4

Kraus contends that he was exposed to asbestos dust from three products manufactured by Northrop's predecessors-in-interest, The Hallicrafters Co. and Litton Industries: the AM/1365-URT (Hallicrafters), AN/ULQ-6A (Hallicrafters) and AN/UPX-1 (Litton).5 He alleges that Hallicrafters manufactured the AM-1365/URT specifically for installation on and delivery to the Cambria during its 1965 repair in Philadelphia. With respect to the AN/ULQ-6A and AN/UPX-1, although installed on the Cambria in Virginia in 1963, he contends that they remained on the ship during the 1965 overhaul.6

In support of his claim that Hallicrafters is Northrop's predecessor-in-interest, Kraus cites a Wikipedia page7 stating that Hallicrafters was "sold ... to the Northrop Corporation" in 1966. To show that Litton is Northrop's predecessor-in-interest, he cites a Wikipedia page that indicates it was "bought" by Northrop in 2001.8 The reliability of Wikipedia aside, Northrop does not dispute the company history.9

Northrop registered to do business in Pennsylvania as a foreign corporation on March 19, 1996.10 Hallicrafters and Litton registered to do business in Pennsylvania in 1966.11

Personal Jurisdiction Standards

Once a defendant challenges personal jurisdiction, the plaintiff bears the burden of proving, by a preponderance of the evidence, facts establishing a basis for the exercise of jurisdiction. Metcalfe v. Renaissance Marine, Inc., 566 F.3d 324, 330, 336 (3d Cir. 2009) (citing Carteret Sav. Bank, F.A. v. Shushan, 954 F.2d 141, 146 (3d Cir. 1992)). In considering a motion to dismiss for lack of personal jurisdiction under Federal Rule of Civil Procedure 12(b)(2), as we do with a motion to dismiss for failure to state a claim under Rule 12(b)(6), we accept as true the plaintiff's allegations and draw all reasonable inferences in favor of the plaintiff. Shuker v. Smith & Nephew, PLC, 885 F.3d 760, 780 (3d Cir. 2018) (citing O'Connor v. Sandy Lane Hotel Co., 496 F.3d 312, 316 (3d Cir. 2007)). However, unlike with Rule 12(b)(6), the scope of review under Rule 12(b)(2) is not limited to the face of the pleadings. Patterson by Patterson v. FBI, 893 F.2d 595, 603-04 (3d Cir. 1990) (citation omitted) (holding Rule 12(b)(2) motion is "inherently a matter which requires resolution of factual issues outside the pleadings"). Once a defendant challenges personal jurisdiction, the plaintiff must "prove by affidavits or other competent evidence" that jurisdiction is proper. Metcalfe, 566 F.3d at 330 (citation omitted).

When the parties do not conduct jurisdictional discovery and there is no evidentiary hearing, the plaintiff need only establish a prima facie case of personal jurisdiction. Shuker, 885 F.3d at 780. To determine whether the plaintiff has made this prima facie showing, we assume all factual allegations in the affidavits and other evidence submitted to be true and construe all factual disputes in the plaintiff's favor. Metcalfe, 566 F.3d at 331, 333.

There are two types of personal jurisdiction, general and specific. The focus of general jurisdiction is on the relationship between the defendant and the forum state, not on the relationship of the claims to the forum. Bristol-Myers Squibb Co. v. Super. Ct. of Cal., San Francisco Cty., ___ U.S. ___, 137 S.Ct. 1773, 1780, 198 L.Ed.2d 395 (2017) (citing Goodyear Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915, 919, 131 S.Ct. 2846, 180 L.Ed.2d 796 (2011)). The specific jurisdiction inquiry focuses on the relationship of the litigation to the defendant's contacts with the forum. Walden v. Fiore, 571 U.S. 277, 284, 134 S.Ct. 1115, 188 L.Ed.2d 12 (2014).

Before exercising personal jurisdiction over a nonresident, a district court must conduct a two-step analysis. Eurofins Pharma US Holdings v. BioAlliance Pharma SA, 623 F.3d 147, 155 (3d Cir. 2010). First, there must be a statutory basis under the law of the forum state for exercising jurisdiction. Walden, 571 U.S. at 283, 134 S.Ct. 1115 (citing Daimler AG v. Bauman, 571 U.S. 117, 125, 134 S.Ct. 746, 187 L.Ed.2d 624 (2014)); Fed. R. Civ. P. 4(k)(1)(A). Second, the nonresident must have sufficient minimum contacts with the forum state to satisfy constitutional due process. BNSF Ry. Co. v. Tyrrell, ___ U.S. ___, 137 S.Ct. 1549, 1558, 198 L.Ed.2d 36 (2017).

Statutory Basis for Jurisdiction

Pennsylvania's long-arm statute supplies several bases for the exercise of general personal jurisdiction over a nonresident defendant. 42 Pa. C.S. § 5301. It provides for general jurisdiction over a corporation that was incorporated as a Pennsylvania entity, is a foreign company registered to do business in Pennsylvania, consents to suit, or carries on "a continuous and systematic part" of its business in Pennsylvania. Id. § 5301(a)(2)(i)-(iii).12 The plaintiffs contend that the registration of Northrop and its predecessors-in-interest to do business as foreign corporations in Pennsylvania supplies a basis to exercise general personal jurisdiction over it. See id. § 5301(a)(2)(i).

Minimum Contacts with Pennsylvania

A statutory basis for the exercise of personal jurisdiction alone is not sufficient. The exercise of jurisdiction must also be consistent with the limits imposed by the Due Process Clause of the Fourteenth Amendment. Walden, 571 U.S.at 283, 134 S.Ct. 1115 (citing Daimler, 571 U.S. at 125, 134 S.Ct. 746). To meet this standard, the plaintiff must establish that "certain minimum contacts" exist between the nonresident defendant and the forum so that the exercise of jurisdiction will "not offend `traditional notions of fair play and substantial justice.'" Tyrrell, 137 S. Ct. at 1558 (quoting Int'l Shoe Co. v. Wash., 326 U.S. 310, 316, 66 S.Ct. 154, 90 S.Ct. 95 (1945)).

General jurisdiction over a foreign corporation can be established in several ways. It exists where its "affiliations with the [forum] State are so `continuous and systematic' as to render [it] essentially at home" there. Tyrrell, 137 S. Ct. at 1558 (quoting Daimler, 571 U.S. at 127, 134 S.Ct. 746). Jurisdiction can also be established through consent. J. McIntyre Mach., Ltd. v. Nicastro, 564 U.S. 873, 880, 131 S.Ct. 2780, 180 L.Ed.2d 765 (2011) (citing Ins. Corp. of Ireland v. Compagnie des Bauxites de Guinee, 456 U.S. 694, 703-04, 102 S.Ct. 2099, 72 L.Ed.2d 492 (1982)). A foreign corporation that registers to do business in Pennsylvania "has consented to the jurisdiction of Pennsylvania courts." Sciortino v. Jarden, Inc., 395 F.Supp.3d 429, 438 (E.D. Pa. 2019) (citing Bane v. Netlink, Inc., 925 F.2d 637, 640 (3d Cir. 1991)).

Analysis

Relying on section 5301(a)(2)(i) of Pennsylvania's long-arm statute, which is referred to as a "consent-by-registration" statute, the plaintiffs contend that there is general personal jurisdiction over Northrop because it and its predecessors-in-interest consented to jurisdiction when they registered to do business in Pennsylvania as foreign corporations. See 42 Pa. C.S. § 5301(a) (providing that registration as a foreign corporation in the state "constitute[s] a sufficient basis of jurisdiction to enable the tribunals of this Commonwealth to exercise general personal jurisdiction over [it]"). The plaintiffs also argue that because Northrop did not exist until 1994, we can exercise jurisdiction over it based on its predecessors' consent to jurisdiction when they registered to do business in Pennsylvania in 1966.13

Northrop argues that section 5301 does not provide a sufficient basis for the exercise of general jurisdiction for several reasons. First, it argues that the "consent-by-registration" provision of Pennsylvania's long-arm statute is unconstitutional. Second, it contends that jurisdiction is precluded because neither Northrop nor its alleged predecessors were registered when Kraus was allegedly exposed to its products in Pennsylvania. Finally, it argues that Hallicrafters' and Litton's consent-based jurisdiction does not attach to their successor-in-interest, Northrop.

Constitutionality of Pennsylvania's Consent-by-Registration Statute

In order to conduct business in Pennsylvania, foreign corporations are required to register with the Secretary of State. 15 Pa. C.S. §§ 102, 411(a). Pennsylvania's long-arm statute provides that registration as a foreign corporation in the state "constitutes a sufficient basis of jurisdiction to enable the tribunals of this Commonwealth to exercise general personal jurisdiction over such" an entity. 42 Pa. C.S. § 5301(a)(2)(i). The Third Circuit has held that registration by a foreign corporation under this statutory scheme "carries with it consent to be sued in Pennsylvania courts." Bane v. Netlink, Inc., 925 F.2d 637, 640 (3d Cir. 1991).

Northrop argues that because this statutory scheme requires out-of-state companies to submit to general jurisdiction as a condition of doing business here, it "coerce[s] consent to personal jurisdiction." It contends that under Daimler, "consent-based jurisdiction based on compulsory registration as a foreign corporation in Pennsylvania ... flies in the face of the Due Process Clause."14

Northrop relies on Sullivan v. A.W. Chesterton, Inc., 384 F.Supp.3d 532 (E.D. Pa. 2019), which concluded that Pennsylvania's consent-by-registration statute is unconstitutional because it violates the Due Process Clause. Because the statutory scheme conditions one's ability to conduct business in Pennsylvania on consenting to general personal jurisdiction, Judge Robreno, in Sullivan, found the "mandatory registration scheme" to "impermissibly extract consent" to jurisdiction. Id. at 538. Because consent must be "knowing and voluntary" to be valid, he reasoned that the mandatory nature of the consent-by-registration process rendered the consent "functionally involuntary." Id. at 542. Without valid consent, he concluded, the exercise of general jurisdiction pursuant to this statutory scheme violates the Due Process Clause. He reasoned that the Third Circuit's holding in Bane is "irreconcilable with the teachings of Daimler." Id. at 543, 545.

Except for Sullivan and two Common Pleas court cases,15 all courts addressing this issue have held that consent-by-registration remains a constitutional basis for personal jurisdiction under current Third Circuit law.16 We agree with these courts.

Daimler did not address "the interplay between consent to jurisdiction and the due process limits of general jurisdiction." Plumbers' Local Union No. 690 Health Plan v. Apotex Corp., Civ. A. No. 16-665, 2017 WL 3129147, at *11 (E.D. Pa. July 24, 2017). It mentioned "consent" only to distinguish jurisdiction based on consent from jurisdiction based on a corporation's activities in the forum. Daimler, 571 U.S. at 129, 134 S.Ct. 746. The case focused on when corporations may be subject to general jurisdiction based on contacts with the forum, addressing when "continuous and systematic" contacts with a forum rose to the level of making the corporation "at home." Id. at 128, 134 S.Ct. 746.

Because Daimler did not address whether registration to do business is a sufficient basis for general personal jurisdiction, and neither the Supreme Court nor the Third Circuit have addressed consent-based jurisdiction since Daimler, we will apply Third Circuit precedent. Thus, we hold that registration to do business in Pennsylvania constitutes valid consent to jurisdiction.17

Temporal Limit to Pennsylvania's Consent-by-Registration Statute

Northrop argues that consent jurisdiction based on 42 Pa. C.S. § 5301(a)(2)(i) does not apply because neither it nor its alleged predecessors were registered foreign corporations in Pennsylvania at the time of Kraus's alleged exposure here in 1965. Hallicrafters and Litton did not register until one year after Kraus's alleged exposure in 1966; and Northrop did not register until 1996, more than thirty years later. Northrop argues that it and its predecessors would not have "reasonably anticipated being haled into a Pennsylvania court for alleged conduct occurring before" registering. Consequently, they could not have consented to jurisdiction.

The operative date for determining whether consent jurisdiction applies is when the lawsuit is filed. We ask if jurisdiction exists over the defendant at that time. Thus, consent jurisdiction exists over a defendant for causes of action that arose prior to its registration as a foreign company so long as the corporation is registered at the time that the lawsuit is filed. Webb-Benjamin, LLC v. Int'l Rug Grp., LLC, 192 A.3d 1133, 1137 (Pa. Super. Ct. 2018); Sciortino, 395 F. Supp. 3d at 439.

The only time the exercise of consent jurisdiction is restricted to claims that arose during the period of registration applies to situations in which the corporation's registration had been withdrawn. See, e.g., Bane, 925 F.2d at 640-41; In re Enterprise Rent-A-Car Wage & Hour Employment Practices Litig., 735 F.Supp.2d 277, 310 (W.D. Pa. 2010). In those cases, the court applied 42 Pa. C.S. § 5301(b), which provides that:

42 Pa. C.S. § 5301(b) (emphasis added).

Under this express temporal limit, if a foreign corporation withdraws its registration to do business in Pennsylvania prior to the filing of the litigation, jurisdiction over the defendant continues, as long as the claims are based on actions or events that occurred while it was registered to do business here. Id. § 5301(b). See Bane, 925 F.2d at 640-41 (holding that foreign defendant's withdrawal of authorization to do business in Pennsylvania before the lawsuit was filed did not destroy consent jurisdiction because the claims forming the basis of the suit arose while the defendant was registered to do business here); Enterprise, 735 F. Supp. 2d at 310 (where foreign defendant both registered to do business in Pennsylvania and withdrew its registration after the lawsuit was filed, there was no basis for consent jurisdiction because the claims arose outside the time period that the defendant was registered).

The Webb-Benjamin court has made clear that there is no temporal limit to consent registration in Pennsylvania. It reasoned that because

Webb-Benjamin, 192 A.3d at 1137. Thus, it held that the section 5301(b) express temporal provision does not apply to section 5301(a) when, like in the present case, there has been no withdrawal of registration. Webb-Benjamin, 192 A.3d at 1137 & n.3. Accord Sciortino, 395 F. Supp. 3d at 439 (holding that even though defendant shoe manufacturer was not registered to conduct business in Pennsylvania when the plaintiff purchased its allegedly defective shoes, company was subject to consent jurisdiction because it was registered in Pennsylvania at the time the lawsuit was filed).

We adopt the reasoning and holdings of Sciortino and Webb-Benjamin. There is no temporal limit to consent registration in Pennsylvania. Therefore, because consent jurisdiction applies to causes of action that arose prior to the time Northrop and its predecessors registered, and Northrop was registered at the time this action was filed, there is general jurisdiction over Northrop based on its registration to do business in Pennsylvania and the consent-by-registration provision.18

Conclusion

The plaintiffs have met their burden of establishing a basis for exercising general personal jurisdiction over Northrop. Therefore, we shall deny Northrop's motion.