International Business- Homework

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1 Cite as: 571 U. S. ____ (2014)

Opinion of the Court

NOTICE: This opinion is subject to formal revision before publication in the preliminary print of the United States Reports. Readers are requested to notify the Reporter of Decisions, Supreme Court of the United States, Wash- ington, D. C. 20543, of any typographical or other formal errors, in order that corrections may be made before the preliminary print goes to press.

SUPREME COURT OF THE UNITED STATES

No. 11–965

DAIMLER AG, PETITIONER v. BARBARA BAUMAN ET AL.

ON WRIT OF CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR THE NINTH CIRCUIT

[January 14, 2014]

JUSTICE GINSBURG delivered the opinion of the Court. This case concerns the authority of a court in the United

States to entertain a claim brought by foreign plaintiffs against a foreign defendant based on events occurring entirely outside the United States. The litigation com- menced in 2004, when twenty-two Argentinian residents1 filed a complaint in the United States District Court for the Northern District of California against DaimlerChrysler Aktiengesellschaft (Daimler),2 a German public stock company, headquartered in Stuttgart, that manufactures Mercedes-Benz vehicles in Germany. The complaint alleged that during Argentina’s 1976–1983 “Dirty War,” Daimler’s Argentinian subsidiary, Mercedes-Benz Argen- tina (MB Argentina) collaborated with state security forces to kidnap, detain, torture, and kill certain MB ——————

1 One plaintiff is a resident of Argentina and a citizen of Chile; all other plaintiffs are residents and citizens of Argentina.

2 Daimler was restructured in 2007 and is now known as Daimler AG. No party contends that any postsuit corporate reorganization bears on our disposition of this case. This opinion refers to members of the Daimler corporate family by the names current at the time plaintiffs filed suit.

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Argentina workers, among them, plaintiffs or persons closely related to plaintiffs. Damages for the alleged human-rights violations were sought from Daimler under the laws of the United States, California, and Argentina. Jurisdiction over the lawsuit was predicated on the Cali- fornia contacts of Mercedes-Benz USA, LLC (MBUSA), a subsidiary of Daimler incorporated in Delaware with its principal place of business in New Jersey. MBUSA distributes Daimler-manufactured vehicles to independ- ent dealerships throughout the United States, including California.

The question presented is whether the Due Process Clause of the Fourteenth Amendment precludes the Dis- trict Court from exercising jurisdiction over Daimler in this case, given the absence of any California connection to the atrocities, perpetrators, or victims described in the complaint. Plaintiffs invoked the court’s general or all- purpose jurisdiction. California, they urge, is a place where Daimler may be sued on any and all claims against it, wherever in the world the claims may arise. For exam- ple, as plaintiffs’ counsel affirmed, under the proffered jurisdictional theory, if a Daimler-manufactured vehicle overturned in Poland, injuring a Polish driver and passen- ger, the injured parties could maintain a design defect suit in California. See Tr. of Oral Arg. 28–29. Exercises of personal jurisdiction so exorbitant, we hold, are barred by due process constraints on the assertion of adjudicatory authority.

In Goodyear Dunlop Tires Operations, S. A. v. Brown, 564 U. S. ___ (2011), we addressed the distinction between general or all-purpose jurisdiction, and specific or conduct- linked jurisdiction. As to the former, we held that a court may assert jurisdiction over a foreign corporation “to hear any and all claims against [it]” only when the corporation’s affiliations with the State in which suit is brought are so constant and pervasive “as to render [it] essentially at

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home in the forum State.” Id., at ___ (slip op., at 2). In- structed by Goodyear, we conclude Daimler is not “at home” in California, and cannot be sued there for injuries plaintiffs attribute to MB Argentina’s conduct in Argentina.

I In 2004, plaintiffs (respondents here) filed suit in the

United States District Court for the Northern District of California, alleging that MB Argentina collaborated with Argentinian state security forces to kidnap, detain, tor- ture, and kill plaintiffs and their relatives during the military dictatorship in place there from 1976 through 1983, a period known as Argentina’s “Dirty War.” Based on those allegations, plaintiffs asserted claims under the Alien Tort Statute, 28 U. S. C. §1350, and the Torture Victim Protection Act of 1991, 106 Stat. 73, note following 28 U. S. C. §1350, as well as claims for wrongful death and intentional infliction of emotional distress under the laws of California and Argentina. The incidents recounted in the complaint center on MB Argentina’s plant in Gonzalez Catan, Argentina; no part of MB Argentina’s alleged col- laboration with Argentinian authorities took place in Cali- fornia or anywhere else in the United States.

Plaintiffs’ operative complaint names only one corporate defendant: Daimler, the petitioner here. Plaintiffs seek to hold Daimler vicariously liable for MB Argentina’s alleged malfeasance. Daimler is a German Aktiengesellschaft (public stock company) that manufactures Mercedes-Benz vehicles in Germany and has its headquarters in Stuttgart. At times relevant to this case, MB Argentina was a subsidiary wholly owned by Daimler’s predecessor in interest.

Daimler moved to dismiss the action for want of personal jurisdiction. Opposing the motion, plaintiffs submitted declarations and exhibits purporting to demonstrate the presence of Daimler itself in California. Alternatively,

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plaintiffs maintained that jurisdiction over Daimler could be founded on the California contacts of MBUSA, a dis- tinct corporate entity that, according to plaintiffs, should be treated as Daimler’s agent for jurisdictional purposes.

MBUSA, an indirect subsidiary of Daimler, is a Dela- ware limited liability corporation.3 MBUSA serves as Daimler’s exclusive importer and distributor in the United States, purchasing Mercedes-Benz automobiles from Daimler in Germany, then importing those vehicles, and ultimately distributing them to independent dealerships located throughout the Nation. Although MBUSA’s prin- cipal place of business is in New Jersey, MBUSA has multiple California-based facilities, including a regional office in Costa Mesa, a Vehicle Preparation Center in Carson, and a Classic Center in Irvine. According to the record developed below, MBUSA is the largest supplier of luxury vehicles to the California market. In particular, over 10% of all sales of new vehicles in the United States take place in California, and MBUSA’s California sales account for 2.4% of Daimler’s worldwide sales.

The relationship between Daimler and MBUSA is delin- eated in a General Distributor Agreement, which sets forth requirements for MBUSA’s distribution of Mercedes- Benz vehicles in the United States. That agreement established MBUSA as an “independent contracto[r]” that “buy[s] and sell[s] [vehicles] . . . as an independent business for [its] own account.” App. 179a. The agree- ment “does not make [MBUSA] . . . a general or special agent, partner, joint venturer or employee of DAIMLERCHRYSLER or any DaimlerChrysler Group Company”; MBUSA “ha[s] no authority to make binding obligations for or act on behalf of DAIMLERCHRYSLER or any DaimlerChrysler Group Company.” Ibid.

—————— 3 At times relevant to this suit, MBUSA was wholly owned by Daimler-

Chrysler North America Holding Corporation, a Daimler subsidiary.

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After allowing jurisdictional discovery on plaintiffs’ agency allegations, the District Court granted Daimler’s motion to dismiss. Daimler’s own affiliations with Cali- fornia, the court first determined, were insufficient to support the exercise of all-purpose jurisdiction over the corporation. Bauman v. DaimlerChrysler AG, No. C–04– 00194 RMW (ND Cal., Nov. 22, 2005), App. to Pet. for Cert. 111a–112a, 2005 WL 3157472, *9–*10. Next, the court declined to attribute MBUSA’s California contacts to Daimler on an agency theory, concluding that plaintiffs failed to demonstrate that MBUSA acted as Daimler’s agent. Id., at 117a, 133a, 2005 WL 3157472, *12, *19; Bauman v. DaimlerChrysler AG, No. C–04–00194 RMW (ND Cal., Feb. 12, 2007), App. to Pet. for Cert. 83a–85a, 2007 WL 486389, *2.

The Ninth Circuit at first affirmed the District Court’s judgment. Addressing solely the question of agency, the Court of Appeals held that plaintiffs had not shown the existence of an agency relationship of the kind that might warrant attribution of MBUSA’s contacts to Daimler. Bauman v. DaimlerChrysler Corp., 579 F. 3d 1088, 1096– 1097 (2009). Judge Reinhardt dissented. In his view, the agency test was satisfied and considerations of “reason- ableness” did not bar the exercise of jurisdiction. Id., at 1098–1106. Granting plaintiffs’ petition for rehearing, the panel withdrew its initial opinion and replaced it with one authored by Judge Reinhardt, which elaborated on reason- ing he initially expressed in dissent. Bauman v. Daimler- Chrysler Corp., 644 F. 3d 909 (CA9 2011).

Daimler petitioned for rehearing and rehearing en banc, urging that the exercise of personal jurisdiction over Daimler could not be reconciled with this Court’s decision in Goodyear Dunlop Tires Operations, S. A. v. Brown, 564 U. S. ___ (2011). Over the dissent of eight judges, the Ninth Circuit denied Daimler’s petition. See Bauman v. DaimlerChrysler Corp., 676 F. 3d 774 (2011) (O’Scannlain,

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J., dissenting from denial of rehearing en banc). We granted certiorari to decide whether, consistent with

the Due Process Clause of the Fourteenth Amendment, Daimler is amenable to suit in California courts for claims involving only foreign plaintiffs and conduct occurring entirely abroad. 569 U. S. ___ (2013).

II Federal courts ordinarily follow state law in determin-

ing the bounds of their jurisdiction over persons. See Fed. Rule Civ. Proc. 4(k)(1)(A) (service of process is effective to establish personal jurisdiction over a defendant “who is subject to the jurisdiction of a court of general jurisdiction in the state where the district court is located”). Under California’s long-arm statute, California state courts may exercise personal jurisdiction “on any basis not incon- sistent with the Constitution of this state or of the United States.” Cal. Civ. Proc. Code Ann. §410.10 (West 2004). California’s long-arm statute allows the exercise of per- sonal jurisdiction to the full extent permissible under the U. S. Constitution. We therefore inquire whether the Ninth Circuit’s holding comports with the limits imposed by federal due process. See, e.g., Burger King Corp. v. Rudzewicz, 471 U. S. 462, 464 (1985).

III In Pennoyer v. Neff, 95 U. S. 714 (1878), decided shortly after the enactment of the Fourteenth Amendment, the Court held that a tribunal’s jurisdiction over persons reaches no farther than the geographic bounds of the forum. See id., at 720 (“The authority of every tribunal is necessarily restricted by the territorial limits of the State in which it is established.”). See also Shaffer v. Heitner, 433 U. S. 186, 197 (1977) (Under Pennoyer, “any attempt ‘directly’ to assert extraterritorial jurisdiction over persons or property would offend sister States and exceed the

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inherent limits of the State’s power.”). In time, however, that strict territorial approach yielded to a less rigid un- derstanding, spurred by “changes in the technology of transportation and communication, and the tremendous growth of interstate business activity.” Burnham v. Supe- rior Court of Cal., County of Marin, 495 U. S. 604, 617 (1990) (opinion of SCALIA, J.).

“The canonical opinion in this area remains Interna- tional Shoe [Co. v. Washington], 326 U. S. 310 [(1945)], in which we held that a State may authorize its courts to exercise personal jurisdiction over an out-of-state defend- ant if the defendant has ‘certain minimum contacts with [the State] such that the maintenance of the suit does not offend “traditional notions of fair play and substantial justice.” ’ ” Goodyear, 564 U. S., at ___ (slip op., at 6) (quot- ing International Shoe, 326 U. S., at 316). Following International Shoe, “the relationship among the defend- ant, the forum, and the litigation, rather than the mutually exclusive sovereignty of the States on which the rules of Pennoyer rest, became the central concern of the inquiry into personal jurisdiction.” Shaffer, 433 U. S., at 204.

International Shoe’s conception of “fair play and sub- stantial justice” presaged the development of two catego- ries of personal jurisdiction. The first category is repre- sented by International Shoe itself, a case in which the in- state activities of the corporate defendant “ha[d] not only been continuous and systematic, but also g[a]ve rise to the liabilities sued on.” 326 U. S., at 317.4 International Shoe recognized, as well, that “the commission of some single or occasional acts of the corporate agent in a state” may sometimes be enough to subject the corporation to jurisdic- ——————

4 International Shoe was an action by the State of Washington to collect payments to the State’s unemployment fund. Liability for the payments rested on in-state activities of resident sales solicitors en- gaged by the corporation to promote its wares in Washington. See 326 U. S., at 313–314.

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tion in that State’s tribunals with respect to suits relating to that in-state activity. Id., at 318. Adjudicatory author- ity of this order, in which the suit “aris[es] out of or relate[s] to the defendant’s contacts with the forum,” Heli- copteros Nacionales de Colombia, S. A. v. Hall, 466 U. S. 408, 414, n. 8 (1984), is today called “specific jurisdiction.” See Goodyear, 564 U. S., at ___ (slip op., at 7) (citing von Mehren & Trautman, Jurisdiction to Adjudicate: A Sug- gested Analysis, 79 Harv. L. Rev. 1121, 1144–1163 (1966) (hereinafter von Mehren & Trautman)).

International Shoe distinguished between, on the one hand, exercises of specific jurisdiction, as just described, and on the other, situations where a foreign corporation’s “continuous corporate operations within a state [are] so substantial and of such a nature as to justify suit against it on causes of action arising from dealings entirely dis- tinct from those activities.” 326 U. S., at 318. As we have since explained, “[a] court may assert general jurisdiction over foreign (sister-state or foreign-country) corporations to hear any and all claims against them when their affilia- tions with the State are so ‘continuous and systematic’ as to render them essentially at home in the forum State.” Goodyear, 564 U. S., at ___ (slip op., at 2); see id., at ___ (slip op., at 7); Helicopteros, 466 U. S., at 414, n. 9.5

—————— 5 Colloquy at oral argument illustrated the respective provinces of

general and specific jurisdiction over persons. Two hypothetical scenar- ios were posed: First, if a California plaintiff, injured in a California accident involving a Daimler-manufactured vehicle, sued Daimler in California court alleging that the vehicle was defectively designed, that court’s adjudicatory authority would be premised on specific juris- diction. See Tr. of Oral Arg. 11 (Daimler’s counsel acknowledged that specific jurisdiction “may well be . . . available” in such a case, de- pending on whether Daimler purposefully availed itself of the forum). Second, if a similar accident took place in Poland and injured Polish plaintiffs sued Daimler in California court, the question would be one of general jurisdiction. See id., at 29 (on plaintiffs’ view, Daimler would be amenable to such a suit in California).

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Since International Shoe, “specific jurisdiction has be- come the centerpiece of modern jurisdiction theory, while general jurisdiction [has played] a reduced role.” Good- year, 564 U. S., at ___ (slip op., at 8) (quoting Twitchell, The Myth of General Jurisdiction, 101 Harv. L. Rev. 610, 628 (1988)). International Shoe’s momentous departure from Pennoyer’s rigidly territorial focus, we have noted, unleashed a rapid expansion of tribunals’ ability to hear claims against out-of-state defendants when the episode- in-suit occurred in the forum or the defendant purposefully availed itself of the forum.6 Our subsequent decisions have continued to bear out the prediction that “specific jurisdiction will come into sharper relief and form a con- siderably more significant part of the scene.” von Mehren & Trautman 1164.7

—————— 6 See Shaffer v. Heitner, 433 U. S. 186, 204 (1977) (“The immediate

effect of [International Shoe’s] departure from Pennoyer’s conceptual apparatus was to increase the ability of the state courts to obtain personal jurisdiction over nonresident defendants.”); McGee v. Interna- tional Life Ins. Co., 355 U. S. 220, 222 (1957) (“[A] trend is clearly discernible toward expanding the permissible scope of state jurisdiction over foreign corporations and other nonresidents.”). For an early codification, see Uniform Interstate and International Procedure Act §1.02 (describing jurisdiction based on “[e]nduring [r]elationship” to encompass a person’s domicile or a corporation’s place of incorporation or principal place of business, and providing that “any . . . claim for relief ” may be brought in such a place), §1.03 (describing jurisdiction “[b]ased upon [c]onduct,” limited to claims arising from the enumerated acts, e.g., “transacting any business in th[e] state,” “contracting to supply services or things in th[e] state,” or “causing tortious injury by an act or omission in th[e] state”), 9B U. L. A. 308, 310 (1966).

7 See, e.g., Asahi Metal Industry Co. v. Superior Court of Cal., Solano Cty., 480 U. S. 102, 112 (1987) (opinion of O’Connor, J.) (specific juris- diction may lie over a foreign defendant that places a product into the “stream of commerce” while also “designing the product for the market in the forum State, advertising in the forum State, establishing chan- nels for providing regular advice to customers in the forum State, or marketing the product through a distributor who has agreed to serve as the sales agent in the forum State”); World-Wide Volkswagen Corp. v.

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Our post-International Shoe opinions on general juris- diction, by comparison, are few. “[The Court’s] 1952 deci- sion in Perkins v. Benguet Consol. Mining Co. remains the textbook case of general jurisdiction appropriately exer- cised over a foreign corporation that has not consented to suit in the forum.” Goodyear, 564 U. S., at ___ (slip op., at 11) (internal quotation marks and brackets omitted). The defendant in Perkins, Benguet, was a company incorpo- rated under the laws of the Philippines, where it operated gold and silver mines. Benguet ceased its mining opera- tions during the Japanese occupation of the Philippines in World War II; its president moved to Ohio, where he kept an office, maintained the company’s files, and oversaw the company’s activities. Perkins v. Benguet Consol. Mining Co., 342 U. S. 437, 448 (1952). The plaintiff, an Ohio resident, sued Benguet on a claim that neither arose in Ohio nor related to the corporation’s activities in that State. We held that the Ohio courts could exercise general jurisdiction over Benguet without offending due process.

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Woodson, 444 U. S. 286, 297 (1980) (“[I]f the sale of a product of a manufacturer or distributor such as Audi or Volkswagen is not simply an isolated occurrence, but arises from the efforts of the manufacturer or distributor to serve, directly or indirectly, the market for its product in other States, it is not unreasonable to subject it to suit in one of those States if its allegedly defective merchandise has there been the source of injury to its owner or to others.”); Calder v. Jones, 465 U. S. 783, 789–790 (1984) (California court had specific jurisdiction to hear suit brought by California plaintiff where Florida-based publisher of a newspaper having its largest circulation in California published an article allegedly defaming the complaining Californian; under those circumstances, defendants “must ‘reasonably anticipate being haled into [a California] court’ ”); Keeton v. Hustler Magazine, Inc., 465 U. S. 770, 780–781 (1984) (New York resident may maintain suit for libel in New Hampshire state court against California-based magazine that sold 10,000 to 15,000 copies in New Hampshire each month; as long as the defendant “continuously and deliberately exploited the New Hamp- shire market,” it could reasonably be expected to answer a libel suit there).

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Ibid. That was so, we later noted, because “Ohio was the corporation’s principal, if temporary, place of business.” Keeton v. Hustler Magazine, Inc., 465 U. S. 770, 780, n. 11 (1984).8 ——————

8 Selectively referring to the trial court record in Perkins (as summa- rized in an opinion of the intermediate appellate court), JUSTICE SOTOMAYOR posits that Benguet may have had extensive operations in places other than Ohio. See post, at 11–12, n. 8 (opinion concurring in judgment) (“By the time the suit [in Perkins] was commenced, the company had resumed its considerable operations in the Philippines,” “rebuilding its properties there” and “purchasing machinery, supplies and equipment.” (internal quotation marks omitted)). See also post, at 7–8, n. 5 (many of the corporation’s “key management decisions” were made by the out-of-state purchasing agent and chief of staff ). JUSTICE SOTOMAYOR’s account overlooks this Court’s opinion in Perkins and the point on which that opinion turned: All of Benguet’s activities were directed by the company’s president from within Ohio. See Perkins v. Benguet Consol. Mining Co., 342 U. S. 437, 447–448 (1952) (company’s Philippine mining operations “were completely halted during the occupation . . . by the Japanese”; and the company’s president, from his Ohio office, “supervised policies dealing with the rehabilitation of the corporation’s properties in the Philippines and . . . dispatched funds to cover purchases of machinery for such rehabilitation”). On another day, JUSTICE SOTOMAYOR joined a unanimous Court in recognizing: “To the extent that the company was conducting any business during and immediately after the Japanese occupation of the Philippines, it was doing so in Ohio . . . .” Goodyear Dunlop Tires Operations, S. A. v. Brown, 564 U. S. ___, ___ (2011) (slip op., at 11). Given the wartime circumstances, Ohio could be considered “a surrogate for the place of incorporation or head office.” von Mehren & Trautman 1144. See also ibid. (Perkins “should be regarded as a decision on its exceptional facts, not as a significant reaffirmation of obsolescing notions of general jurisdiction” based on nothing more than a corporation’s “doing busi- ness” in a forum).

JUSTICE SOTOMAYOR emphasizes Perkins’ statement that Benguet’s Ohio contacts, while “continuous and systematic,” were but a “limited . . . part of its general business.” 342 U. S., at 438. Describing the company’s “wartime activities” as “necessarily limited,” id., at 448, however, this Court had in mind the diminution in operations resulting from the Japanese occupation and the ensuing shutdown of the com- pany’s Philippine mines. No fair reader of the full opinion in Perkins could conclude that the Court meant to convey anything other than

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The next case on point, Helicopteros, 466 U. S. 408, arose from a helicopter crash in Peru. Four U. S. citizens perished in that accident; their survivors and representa- tives brought suit in Texas state court against the helicop- ter’s owner and operator, a Colombian corporation. That company’s contacts with Texas were confined to “sending its chief executive officer to Houston for a contract- negotiation session; accepting into its New York bank account checks drawn on a Houston bank; purchasing helicopters, equipment, and training services from [a Texas-based helicopter company] for substantial sums; and sending personnel to [Texas] for training.” Id., at 416. Notably, those contacts bore no apparent relationship to the accident that gave rise to the suit. We held that the company’s Texas connections did not resemble the “con- tinuous and systematic general business contacts . . . found to exist in Perkins.” Ibid. “[M]ere purchases, even if occurring at regular intervals,” we clarified, “are not enough to warrant a State’s assertion of in personam jurisdiction over a nonresident corporation in a cause of action not related to those purchase transactions.” Id., at 418.

Most recently, in Goodyear, we answered the question: “Are foreign subsidiaries of a United States parent corpo- ration amenable to suit in state court on claims unrelated to any activity of the subsidiaries in the forum State? ” 564 U. S., at ___ (slip op., at 1). That case arose from a bus accident outside Paris that killed two boys from North Carolina. The boys’ parents brought a wrongful-death suit in North Carolina state court alleging that the bus’s tire was defectively manufactured. The complaint named as defendants not only The Goodyear Tire and Rubber Com-

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that Ohio was the center of the corporation’s wartime activities. But cf. post, at 9 (“If anything, [Perkins] intimated that the defendant’s Ohio contacts were not substantial in comparison to its contacts elsewhere.”).

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pany (Goodyear), an Ohio corporation, but also Goodyear’s Turkish, French, and Luxembourgian subsidiaries. Those foreign subsidiaries, which manufactured tires for sale in Europe and Asia, lacked any affiliation with North Caro- lina. A small percentage of tires manufactured by the foreign subsidiaries were distributed in North Carolina, however, and on that ground, the North Carolina Court of Appeals held the subsidiaries amenable to the general jurisdiction of North Carolina courts.

We reversed, observing that the North Carolina court’s analysis “elided the essential difference between case- specific and all-purpose (general) jurisdiction.” Id., at ___ (slip op., at 10). Although the placement of a product into the stream of commerce “may bolster an affiliation ger- mane to specific jurisdiction,” we explained, such contacts “do not warrant a determination that, based on those ties, the forum has general jurisdiction over a defendant.” Id., at ___ (slip op., at 10–11). As International Shoe itself teaches, a corporation’s “continuous activity of some sorts within a state is not enough to support the demand that the corporation be amenable to suits unrelated to that activity.” 326 U. S., at 318. Because Goodyear’s foreign subsidiaries were “in no sense at home in North Carolina,” we held, those subsidiaries could not be required to submit to the general jurisdiction of that State’s courts. 564 U. S., at ___ (slip op., at 13). See also J. McIntyre Machinery, Ltd. v. Nicastro, 564 U. S. ___, ___ (2011) (GINSBURG, J., dissenting) (slip op., at 7) (noting unanimous agreement that a foreign manufacturer, which engaged an independ- ent U. S.-based distributor to sell its machines throughout the United States, could not be exposed to all-purpose jurisdiction in New Jersey courts based on those contacts).

As is evident from Perkins, Helicopteros, and Goodyear, general and specific jurisdiction have followed markedly different trajectories post-International Shoe. Specific jurisdiction has been cut loose from Pennoyer’s sway, but

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we have declined to stretch general jurisdiction beyond limits traditionally recognized.9 As this Court has increas- ingly trained on the “relationship among the defendant, the forum, and the litigation,” Shaffer, 433 U. S., at 204, i.e., specific jurisdiction,10 general jurisdiction has come to occupy a less dominant place in the contemporary scheme.11

IV With this background, we turn directly to the question

—————— 9 See generally von Mehren & Trautman 1177–1179. See also

Twitchell, The Myth of General Jurisdiction, 101 Harv. L. Rev. 610, 676 (1988) (“[W]e do not need to justify broad exercises of dispute-blind jurisdiction unless our interpretation of the scope of specific jurisdiction unreasonably limits state authority over nonresident defendants.”); Borchers, The Problem With General Jurisdiction, 2001 U. Chi. Legal Forum 119, 139 (“[G]eneral jurisdiction exists as an imperfect safety valve that sometimes allows plaintiffs access to a reasonable forum in cases when specific jurisdiction would deny it.”).

10 Remarkably, JUSTICE SOTOMAYOR treats specific jurisdiction as though it were barely there. Given the many decades in which specific jurisdiction has flourished, it would be hard to conjure up an example of the “deep injustice” JUSTICE SOTOMAYOR predicts as a consequence of our holding that California is not an all-purpose forum for suits against Daimler. Post, at 16. JUSTICE SOTOMAYOR identifies “the concept of reciprocal fairness” as the “touchstone principle of due process in this field.” Post, at 10 (citing International Shoe, 326 U. S., at 319). She over- looks, however, that in the very passage of International Shoe on which she relies, the Court left no doubt that it was addressing specific— not general—jurisdiction. See id., at 319 (“The exercise of th[e] privilege [of conducting corporate activities within a State] may give rise to obligations, and, so far as those obligations arise out of or are connected with the activities within the state, a procedure which re- quires the corporation to respond to a suit brought to enforce them can, in most instances, hardly be said to be undue.” (emphasis added)).

11 As the Court made plain in Goodyear and repeats here, general jurisdiction requires affiliations “so ‘continuous and systematic’ as to render [the foreign corporation] essentially at home in the forum State.” 564 U. S., at ___ (slip op., at 2), i.e., comparable to a domestic enterprise in that State.

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whether Daimler’s affiliations with California are suffi- cient to subject it to the general (all-purpose) personal jurisdiction of that State’s courts. In the proceedings below, the parties agreed on, or failed to contest, certain points we now take as given. Plaintiffs have never at- tempted to fit this case into the specific jurisdiction cate- gory. Nor did plaintiffs challenge on appeal the District Court’s holding that Daimler’s own contacts with Califor- nia were, by themselves, too sporadic to justify the exer- cise of general jurisdiction. While plaintiffs ultimately persuaded the Ninth Circuit to impute MBUSA’s Califor- nia contacts to Daimler on an agency theory, at no point have they maintained that MBUSA is an alter ego of Daimler.

Daimler, on the other hand, failed to object below to plaintiffs’ assertion that the California courts could exer- cise all-purpose jurisdiction over MBUSA.12 But see Brief for Petitioner 23, n. 4 (suggestion that in light of Good- year, MBUSA may not be amenable to general jurisdiction in California); Brief for United States as Amicus Curiae 16, n. 5 (hereinafter U. S. Brief) (same). We will assume then, for purposes of this decision only, that MBUSA qualifies as at home in California.

A In sustaining the exercise of general jurisdiction over

Daimler, the Ninth Circuit relied on an agency theory, determining that MBUSA acted as Daimler’s agent for jurisdictional purposes and then attributing MBUSA’s California contacts to Daimler. The Ninth Circuit’s agency analysis derived from Circuit precedent considering principally whether the subsidiary “performs services that are sufficiently important to the foreign corporation that if it did not have a representative to perform them, the

—————— 12 MBUSA is not a defendant in this case.

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corporation’s own officials would undertake to perform substantially similar services.” 644 F. 3d, at 920 (quoting Doe v. Unocal Corp., 248 F. 3d 915, 928 (CA9 2001); em- phasis deleted).

This Court has not yet addressed whether a foreign corporation may be subjected to a court’s general jurisdic- tion based on the contacts of its in-state subsidiary. Daim- ler argues, and several Courts of Appeals have held, that a subsidiary’s jurisdictional contacts can be imputed to its parent only when the former is so dominated by the latter as to be its alter ego. The Ninth Circuit adopted a less rigorous test based on what it described as an “agency” relationship. Agencies, we note, come in many sizes and shapes: “One may be an agent for some business purposes and not others so that the fact that one may be an agent for one purpose does not make him or her an agent for every purpose.” 2A C. J. S., Agency §43, p. 367 (2013) (footnote omitted).13 A subsidiary, for example, might be ——————

13 Agency relationships, we have recognized, may be relevant to the existence of specific jurisdiction. “[T]he corporate personality,” Interna- tional Shoe Co. v. Washington, 326 U. S. 310 (1945), observed, “is a fiction, although a fiction intended to be acted upon as though it were a fact.” Id., at 316. See generally 1 W. Fletcher, Cyclopedia of the Law of Corporations §30, p. 30 (Supp. 2012–2013) (“A corporation is a distinct legal entity that can act only through its agents.”). As such, a corpora- tion can purposefully avail itself of a forum by directing its agents or distributors to take action there. See, e.g., Asahi, 480 U. S., at 112 (opinion of O’Connor, J.) (defendant’s act of “marketing [a] product through a distributor who has agreed to serve as the sales agent in the forum State” may amount to purposeful availment); International Shoe, 326 U. S., at 318 (“the commission of some single or occasional acts of the corporate agent in a state” may sometimes “be deemed sufficient to render the corporation liable to suit” on related claims). See also Brief for Petitioner 24 (acknowledging that “an agency relationship may be sufficient in some circumstances to give rise to specific jurisdiction”). It does not inevitably follow, however, that similar reasoning applies to general jurisdiction. Cf. Goodyear, 564 U. S., at ___ (slip op., at 10) (faulting analysis that “elided the essential difference between case- specific and all-purpose (general) jurisdiction”).

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its parent’s agent for claims arising in the place where the subsidiary operates, yet not its agent regarding claims arising elsewhere. The Court of Appeals did not advert to that prospect. But we need not pass judgment on invoca- tion of an agency theory in the context of general jurisdic- tion, for in no event can the appeals court’s analysis be sustained.

The Ninth Circuit’s agency finding rested primarily on its observation that MBUSA’s services were “important” to Daimler, as gauged by Daimler’s hypothetical readiness to perform those services itself if MBUSA did not exist. Formulated this way, the inquiry into importance stacks the deck, for it will always yield a pro-jurisdiction answer: “Anything a corporation does through an independent contractor, subsidiary, or distributor is presumably some- thing that the corporation would do ‘by other means’ if the independent contractor, subsidiary, or distributor did not exist.” 676 F. 3d, at 777 (O’Scannlain, J., dissenting from denial of rehearing en banc).14 The Ninth Circuit’s agency theory thus appears to subject foreign corporations to general jurisdiction whenever they have an in-state sub- sidiary or affiliate, an outcome that would sweep beyond even the “sprawling view of general jurisdiction” we re- jected in Goodyear. 564 U. S., at ___ (slip op., at 12).15

—————— 14 Indeed, plaintiffs do not defend this aspect of the Ninth Circuit’s

analysis. See Brief for Respondents 39, n. 18 (“We do not believe that this gloss is particularly helpful.”).

15 The Ninth Circuit’s agency analysis also looked to whether the parent enjoys “the right to substantially control” the subsidiary’s activities. Bauman v. DaimlerChrysler Corp., 644 F. 3d 909, 924 (2011). The Court of Appeals found the requisite “control” demon- strated by the General Distributor Agreement between Daimler and MBUSA, which gives Daimler the right to oversee certain of MBUSA’s operations, even though that agreement expressly disavowed the creation of any agency relationship. Thus grounded, the separate inquiry into control hardly curtails the overbreadth of the Ninth Cir- cuit’s agency holding.

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B Even if we were to assume that MBUSA is at home in

California, and further to assume MBUSA’s contacts are imputable to Daimler, there would still be no basis to subject Daimler to general jurisdiction in California, for Daimler’s slim contacts with the State hardly render it at home there.16

Goodyear made clear that only a limited set of affilia- tions with a forum will render a defendant amenable to all-purpose jurisdiction there. “For an individual, the paradigm forum for the exercise of general jurisdiction is the individual’s domicile; for a corporation, it is an equiva- lent place, one in which the corporation is fairly regarded as at home.” 564 U. S., at ___ (slip op., at 7) (citing Bril- mayer et al., A General Look at General Jurisdiction, 66 Texas L. Rev. 721, 728 (1988)). With respect to a corpora-

—————— 16 By addressing this point, JUSTICE SOTOMAYOR asserts, we have

strayed from the question on which we granted certiorari to decide an issue not argued below. Post, at 5–6. That assertion is doubly flawed. First, the question on which we granted certiorari, as stated in Daim- ler’s petition, is “whether it violates due process for a court to exercise general personal jurisdiction over a foreign corporation based solely on the fact that an indirect corporate subsidiary performs services on behalf of the defendant in the forum State.” Pet. for Cert. i. That question fairly encompasses an inquiry into whether, in light of Good- year, Daimler can be considered at home in California based on MBUSA’s in-state activities. See also this Court’s Rule 14.1(a) (a party’s statement of the question presented “is deemed to comprise every subsidiary question fairly included therein”). Moreover, both in the Ninth Circuit, see, e.g., Brief for Federation of German Industries et al. as Amici Curiae in No. 07–15386 (CA9), p. 3, and in this Court, see, e.g., U. S. Brief 13–18; Brief for Chamber of Commerce of United States of America et al. as Amici Curiae 6–23; Brief for Lea Brilmayer as Amica Curiae 10–12, amici in support of Daimler homed in on the insufficiency of Daimler’s California contacts for general jurisdiction purposes. In short, and in light of our pathmarking opinion in Good- year, we perceive no unfairness in deciding today that California is not an all-purpose forum for claims against Daimler.

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tion, the place of incorporation and principal place of business are “paradig[m] . . . bases for general jurisdic- tion.” Id., at 735. See also Twitchell, 101 Harv. L. Rev., at 633. Those affiliations have the virtue of being unique— that is, each ordinarily indicates only one place—as well as easily ascertainable. Cf. Hertz Corp. v. Friend, 559 U. S. 77, 94 (2010) (“Simple jurisdictional rules . . . pro- mote greater predictability.”). These bases afford plain- tiffs recourse to at least one clear and certain forum in which a corporate defendant may be sued on any and all claims.

Goodyear did not hold that a corporation may be subject to general jurisdiction only in a forum where it is incor- porated or has its principal place of business; it simply typed those places paradigm all-purpose forums. Plaintiffs would have us look beyond the exemplar bases Goodyear identified, and approve the exercise of general jurisdiction in every State in which a corporation “engages in a sub- stantial, continuous, and systematic course of business.” Brief for Respondents 16–17, and nn. 7–8. That formula- tion, we hold, is unacceptably grasping.

As noted, see supra, at 7–8, the words “continuous and systematic” were used in International Shoe to describe instances in which the exercise of specific jurisdiction would be appropriate. See 326 U. S., at 317 (jurisdiction can be asserted where a corporation’s in-state activities are not only “continuous and systematic, but also give rise to the liabilities sued on”).17 Turning to all-purpose juris- diction, in contrast, International Shoe speaks of “instances in which the continuous corporate operations within a state [are] so substantial and of such a nature as to justify ——————

17 International Shoe also recognized, as noted above, see supra, at 7–8, that “some single or occasional acts of the corporate agent in a state . . . , because of their nature and quality and the circumstances of their commission, may be deemed sufficient to render the corporation liable to suit.” 326 U. S., at 318.

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suit . . . on causes of action arising from dealings en- tirely distinct from those activities.” Id., at 318 (emphasis added). See also Twitchell, Why We Keep Doing Business With Doing-Business Jurisdiction, 2001 U. Chi. Legal Forum 171, 184 (International Shoe “is clearly not saying that dispute-blind jurisdiction exists whenever ‘continuous and systematic’ contacts are found.”).18 Accordingly, the inquiry under Goodyear is not whether a foreign corpora- tion’s in-forum contacts can be said to be in some sense “continuous and systematic,” it is whether that corpora- tion’s “affiliations with the State are so ‘continuous and systematic’ as to render [it] essentially at home in the forum State.” 564 U. S., at ___ (slip op., at 2).19

Here, neither Daimler nor MBUSA is incorporated in

—————— 18 Plaintiffs emphasize two decisions, Barrow S. S. Co. v. Kane, 170

U. S. 100 (1898), and Tauza v. Susquehanna Coal Co., 220 N. Y. 259, 115 N. E. 915 (1917) (Cardozo, J.), both cited in Perkins v. Benguet Consol. Mining Co., 342 U. S. 437 (1952), just after the statement that a corporation’s continuous operations in-state may suffice to establish general jurisdiction. Id., at 446, and n. 6. See also International Shoe, 326 U. S., at 318 (citing Tauza). Barrow and Tauza indeed upheld the exercise of general jurisdiction based on the presence of a local office, which signaled that the corporation was “doing business” in the forum. Perkins’ unadorned citations to these cases, both decided in the era dominated by Pennoyer’s territorial thinking, see supra, at 6–7, should not attract heavy reliance today. See generally Feder, Goodyear, “Home,” and the Uncertain Future of Doing Business Jurisdiction, 63 S. C. L. Rev. 671 (2012) (questioning whether “doing business” should persist as a basis for general jurisdiction).

19 We do not foreclose the possibility that in an exceptional case, see, e.g., Perkins, described supra, at 10–12, and n. 8, a corporation’s opera- tions in a forum other than its formal place of incorporation or principal place of business may be so substantial and of such a nature as to render the corporation at home in that State. But this case presents no occasion to explore that question, because Daimler’s activities in California plainly do not approach that level. It is one thing to hold a corporation answerable for operations in the forum State, see infra, at 23, quite another to expose it to suit on claims having no connection whatever to the forum State.

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California, nor does either entity have its principal place of business there. If Daimler’s California activities suf- ficed to allow adjudication of this Argentina-rooted case in California, the same global reach would presumably be available in every other State in which MBUSA’s sales are sizable. Such exorbitant exercises of all-purpose jurisdic- tion would scarcely permit out-of-state defendants “to structure their primary conduct with some minimum assurance as to where that conduct will and will not ren- der them liable to suit.” Burger King Corp., 471 U. S., at 472 (internal quotation marks omitted).

It was therefore error for the Ninth Circuit to conclude that Daimler, even with MBUSA’s contacts attributed to it, was at home in California, and hence subject to suit there on claims by foreign plaintiffs having nothing to do with anything that occurred or had its principal impact in California.20

—————— 20 To clarify in light of JUSTICE SOTOMAYOR’s opinion concurring in the

judgment, the general jurisdiction inquiry does not “focu[s] solely on the magnitude of the defendant’s in-state contacts.” Post, at 8. General jurisdiction instead calls for an appraisal of a corporation’s activities in their entirety, nationwide and worldwide. A corporation that operates in many places can scarcely be deemed at home in all of them. Other- wise, “at home” would be synonymous with “doing business” tests framed before specific jurisdiction evolved in the United States. See von Mehren & Trautman 1142–1144. Nothing in International Shoe and its progeny suggests that “a particular quantum of local activity” should give a State authority over a “far larger quantum of . . . activity” having no connection to any in-state activity. Feder, supra, at 694.

JUSTICE SOTOMAYOR would reach the same result, but for a different reason. Rather than concluding that Daimler is not at home in Cali- fornia, JUSTICE SOTOMAYOR would hold that the exercise of general jurisdiction over Daimler would be unreasonable “in the unique circum- stances of this case.” Post, at 1. In other words, she favors a resolution fit for this day and case only. True, a multipronged reasonableness check was articulated in Asahi, 480 U. S., at 113–114, but not as a free- floating test. Instead, the check was to be essayed when specific jurisdiction is at issue. See also Burger King Corp. v. Rudzewicz, 471 U. S. 462, 476–478 (1985). First, a court is to determine whether the

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C Finally, the transnational context of this dispute bears

attention. The Court of Appeals emphasized, as support- ive of the exercise of general jurisdiction, plaintiffs’ asser- tion of claims under the Alien Tort Statute (ATS), 28 U. S. C. §1350, and the Torture Victim Protection Act of 1991 (TVPA), 106 Stat. 73, note following 28 U. S. C. §1350. See 644 F. 3d, at 927 (“American federal courts, be they in California or any other state, have a strong inter- est in adjudicating and redressing international human rights abuses.”). Recent decisions of this Court, however, have rendered plaintiffs’ ATS and TVPA claims infirm. See Kiobel v. Royal Dutch Petroleum Co., 569 U. S. ___, ___ (2013) (slip op., at 14) (presumption against extra- territorial application controls claims under the ATS); Mohamad v. Palestinian Authority, 566 U. S. ___, ___ (2012) ——————

connection between the forum and the episode-in-suit could justify the exercise of specific jurisdiction. Then, in a second step, the court is to consider several additional factors to assess the reasonableness of entertaining the case. When a corporation is genuinely at home in the forum State, however, any second-step inquiry would be superfluous.

JUSTICE SOTOMAYOR fears that our holding will “lead to greater un- predictability by radically expanding the scope of jurisdictional dis- covery.” Post, at 14. But it is hard to see why much in the way of discovery would be needed to determine where a corporation is at home. JUSTICE SOTOMAYOR’s proposal to import Asahi’s “reasonableness” check into the general jurisdiction determination, on the other hand, would indeed compound the jurisdictional inquiry. The reasonableness factors identified in Asahi include “the burden on the defendant,” “the interests of the forum State,” “the plaintiff’s interest in obtaining relief,” “the interstate judicial system’s interest in obtaining the most efficient resolution of controversies,” “the shared interest of the several States in furthering fundamental substantive social policies,” and, in the inter- national context, “the procedural and substantive policies of other nations whose interests are affected by the assertion of jurisdiction.” 480 U. S., at 113–115 (some internal quotation marks omitted). Impos- ing such a checklist in cases of general jurisdiction would hardly promote the efficient disposition of an issue that should be resolved expeditiously at the outset of litigation.

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(slip op., at 1) (only natural persons are subject to liability under the TVPA).

The Ninth Circuit, moreover, paid little heed to the risks to international comity its expansive view of general juris- diction posed. Other nations do not share the uninhibited approach to personal jurisdiction advanced by the Court of Appeals in this case. In the European Union, for example, a corporation may generally be sued in the nation in which it is “domiciled,” a term defined to refer only to the loca- tion of the corporation’s “statutory seat,” “central admin- istration,” or “principal place of business.” European Parliament and Council Reg. 1215/2012, Arts. 4(1), and 63(1), 2012 O. J. (L. 351) 7, 18. See also id., Art. 7(5), 2012 O. J. 7 (as to “a dispute arising out of the operations of a branch, agency or other establishment,” a corporation may be sued “in the courts for the place where the branch, agency or other establishment is situated” (emphasis added)). The Solicitor General informs us, in this regard, that “foreign governments’ objections to some domestic courts’ expansive views of general jurisdiction have in the past impeded negotiations of international agreements on the reciprocal recognition and enforcement of judgments.” U. S. Brief 2 (citing Juenger, The American Law of Gen- eral Jurisdiction, 2001 U. Chi. Legal Forum 141, 161– 162). See also U. S. Brief 2 (expressing concern that unpredictable applications of general jurisdiction based on activities of U. S.-based subsidiaries could discourage foreign investors); Brief for Respondents 35 (acknowledg- ing that “doing business” basis for general jurisdiction has led to “international friction”). Considerations of interna- tional rapport thus reinforce our determination that sub- jecting Daimler to the general jurisdiction of courts in California would not accord with the “fair play and sub- stantial justice” due process demands. International Shoe, 326 U. S., at 316 (quoting Milliken v. Meyer, 311 U. S. 457, 463 (1940)).

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* * * For the reasons stated, the judgment of the United

States Court of Appeals for the Ninth Circuit is Reversed.