Petition for Writ of Certiorari — BNSF Railway Company, Petitioner v. Tanner Lynn

No.

In the Supreme Court of the United States

BNSF RAILWAY COMPANY,

PETITIONER,

v.

TANNER LYNN,

RESPONDENT.

ON PETITION FOR A WRIT OF CERTIORARI

TO THE COURT OF APPEALS OF MINNESOTA

PETITION FOR A WRIT OF CERTIORARI

LISA S. BLATT

Counsel of Record

AMY MASON SAHARIA

CLAIRE E. GRODEN

MAX G. ALVAREZ

JONATHAN M. ARTAL

WILLIAMS & CONNOLLY LLP

680 Maine Avenue S.W.

Washington, DC 20024

(202) 434-5000

lblatt@wc.com

QUESTION PRESENTED

By statute, Minnesota requires nonresident corporations to apply for certificates of authority to transact

business in the State. The Minnesota Supreme Court has

construed that statute to extract applicants’ consent to

general personal jurisdiction in Minnesota’s courts in exchange for permission to do business in the State. As a

result of this statutory scheme, Minnesota claims the authority to adjudicate suits with no connection to the State

brought by nonresident plaintiffs against nonresident corporations.

In Mallory v. Norfolk Southern Railway Co., 600

U.S. 122 (2023), this Court held that Pennsylvania’s consent-by-registration scheme did not violate the Due

Process Clause of the Fourteenth Amendment. But the

Court left unresolved whether a State’s assertion of authority to resolve disputes with no jurisdictionally

relevant connection to the forum was nonetheless unconstitutional under the dormant Commerce Clause. Id. at

127 n.3.

The question presented is:

Whether the Commerce Clause permits a State to extract consent to jurisdiction from nonresident

corporations as a condition of their right to do business in

the State, even for cases involving nonresident plaintiffs

and out-of-state conduct.

(I)

II

CORPORATE DISCLOSURE STATEMENT

Applicant BNSF Railway Company, a Delaware corporation, is a wholly owned subsidiary of Burlington

Northern Santa Fe, LLC, a Delaware limited liability

company, with its principal place of business in Fort

Worth, Texas. Burlington Northern Santa Fe, LLC is a

wholly owned subsidiary of Berkshire Hathaway, Inc., a

Delaware corporation with its principal place of business

in Omaha, Nebraska. Berkshire Hathaway, Inc. is a publicly traded company.

III

STATEMENT OF RELATED PROCEEDINGS

This case arises from the following proceedings:

•

Lynn v. BNSF Railway Co., No. 27-CV-23-17523

(Minn. Dist. Ct. Aug. 28, 2024) (denying motion to

dismiss).

•

Lynn v. BNSF Railway Co., No. A24-1449 (Minn.

Dec. 17, 2024) (denying petition for accelerated

review).

•

Lynn v. BNSF Railway Co., No. A24-1449 (Minn.

Ct. App. July 7, 2025) (affirming the trial court’s

denial of the motion to dismiss).

•

Lynn v. BNSF Railway Co., No. A24-1449 (Minn.

Oct. 3, 2025) (denying petition for review).

There are no other proceedings in state or federal

trial or appellate courts, or in this Court, directly related

to this case within the meaning of this Court’s Rule

14.1(b)(iii).

IV

TABLE OF CONTENTS

Page

OPINIONS BELOW ..........................................................1

JURISDICTION ................................................................2

CONSTITUTIONAL AND STATUTORY

PROVISIONS INVOLVED .......................................2

STATEMENT .....................................................................3

A. Legal Background ................................................5

B. Factual Background ...........................................10

C. Procedural Background .....................................11

REASONS FOR GRANTING THE PETITION ........12

I. The Question Presented Is Exceptionally Important

and Squarely Presented ............................................12

II. The Decision Below Is Wrong ..................................18

CONCLUSION .................................................................26

V

TABLE OF AUTHORITIES

Cases:

Page

Allstate Ins. Co. v. Hague, 449 U.S. 302 (1981) .............. 17

Am. Food & Vending Corp. v. Goodyear Tire &

Rubber Co., 2025 WL 2770651

(D. Kan. Sept. 29, 2025) ............................................... 14

Belknap, Inc. v. Hale, 463 U.S. 491 (1983) ........................ 2

Bendix Autolite Corp. v. Midwesco Enters.,

486 U.S. 888 (1988) ............................................ 20-21, 24

BMW of N. Am., Inc. v. Gore, 517 U.S. 559 (1996) ... 16, 20

BNSF Ry. Co. v. Tyrrell, 581 U.S. 402 (2017) ............. 2, 25

Brown-Forman Distillers Corp. v. N.Y. State

Liquor Auth., 476 U.S. 573 (1986) ........................ 18, 23

Bryant v. Finnish Nat’l Airline,

208 N.E.2d 439 (N.Y. 1965) ......................................... 17

Burger King Corp. v. Rudzewicz,

471 U.S. 462 (1985) ................................................. 19, 22

Burlington N.R.R. Co. v. Ford,

504 U.S. 648 (1992) ......................................................... 2

Calder v. Jones, 465 U.S. 783 (1984) .................................. 2

Cooper Tire & Rubber Co. v. McCall,

863 S.E.2d 81 (Ga. 2021) .............................................. 13

Cox Broadcasting Corp. v. Cohn,

420 U.S. 469 (1975) ......................................................... 2

CTS Corp. v. Dynamics Corp. of Am.,

481 U.S. 69 (1987) ......................................................... 20

Daimler AG v. Bauman,

571 U.S. 117 (2014) ................................. 6, 17, 21-22, 24

Davis v. Farmers’ Co-operative Equity Co.,

262 U.S. 312 (1923) ............................................. 8, 21, 25

Dep’t of Revenue v. Davis, 553 U.S. 328 (2008) ................ 5

Edgar v. MITE Corp., 457 U.S. 624 (1982)........... 19-20, 24

VI

Cases—continued:

Page

Erbey Holding Corp. v. BlackRock Fin. Mgmt.,

Inc., 2025 V.I. 25 (2025) ............................................... 13

Erving v. Chicago & Nw. Ry. Co.,

214 N.W. 12 (Minn. 1927) ................................. 12, 23-24

Factory Mut. Ins. Co. v. Flender Corp.,

2025 WL 1810064 (D. Kan. June 30, 2025) ................ 14

Ford Motor Co. v. Mont. Eighth Jud. Dist. Ct.,

592 U.S. 351 (2021) ......................................................... 6

Frummer v. Hilton Hotels Int’l, Inc.,

227 N.E.2d 851 (N.Y. 1967) ......................................... 17

Gibbons v. Ogden, 22 U.S. (9 Wheat.) 1 (1824) .................. 5

Goodyear Dunlop Tires Operations, S.A. v.

Brown, 564 U.S. 915 (2011) ..................................... 6, 21

Granholm v. Heald, 544 U.S. 460 (2005) ........................... 5

Hertz Corp. v. Friend, 559 U.S. 77 (2010) ....................... 24

Hughes v. Oklahoma, 441 U.S. 322 (1979) ....................... 23

In re Levaquin Products Liability Litig.,

2010 WL 7852346 (D. Minn. Nov. 9, 2010) ................. 15

Ins. Co. of State of Pa. v. Textron Aviation, Inc.,

2025 WL 2701937

(Conn. Super. Ct. Sept. 16, 2025) ................................ 13

Int’l Shoe Co. v. Washington,

326 U.S. 310 (1945) ..................................................... 6, 8

Maine v. Taylor, 477 U.S. 131 (1986) ............................... 22

Mallory v. Norfolk S. Ry. Co.,

600 U.S. 122 (2023) ................. 3-5, 7-9, 13-14, 16, 19-24

Merriman v. Crompton Corp.,

146 P.3d 162 (Kan. 2006) .............................................. 13

Minn. by Ellison v. Am. Petroleum Inst.,

63 F.4th 703 (8th Cir. 2023),

cert. denied, 144 S. Ct. 620 (2024) ............................... 17

VII

Cases—continued:

Page

Minnesota v. Am. Petroleum Inst.,

2026 WL 192130 (Minn. Ct. App. Jan. 26, 2026) ....... 17

Nat’l Pork Producers Council v. Ross,

598 U.S. 356 (2023) ......................................................... 5

New Energy Co. of Ind. v. Limbach,

486 U.S. 269 (1988) ......................................................... 5

PDII, LLC v. Sky Aircraft Maint., LLC,

925 S.E.2d 28 (N.C. Ct. App. 2025),

stayed, 924 S.E.2d 34 (mem.) (N.C. 2026) ................. 13

Pennoyer v. Neff, 95 U.S. 714 (1877) ................................ 20

Pa. Fire Ins. Co. of Phila. v. Gold Issue Mining

& Milling Co., 243 U.S. 93 (1917) .............................. 7-8

Pike v. Bruce Church, Inc., 397 U.S. 137 (1970) ......... 6, 19

Printz v. United States, 521 U.S. 898 (1997) ................... 20

Rykoff-Sexton, Inc. v. Am. Appraisal Assocs.,

Inc., 469 N.W.2d 88 (1991)...................................... 10-13

South Dakota v. Wayfair,

585 U.S. 162 (2018) .....................................5-6, 18-19, 23

State ex rel. Schendel v. District Court,

194 N.W. 780 (Minn. 1923) .................................... 12, 25

State Farm Mut. Auto. Ins. Co. v. Campbell,

538 U.S. 408 (2003) ....................................................... 16

State v. Exxon Mobil Corp., 2024 WL 3580377

(Conn. Super. Ct. July 23, 2024) ................................. 14

Syngenta Crop Protection v. Nemeth,

No. 24-1190 (pet. denied Oct. 6, 2025) ........................ 18

Tenn. Wine & Spirits Retailers Ass’n v. Thomas,

588 U.S. 504 (2019) ................................................... 5, 23

VIII

Page

Constitution, Statutes, and Rule:

U.S. Const.

art. I, § 8, cl. 3 ................................................................. 5

amend. XIV ............................................................... 7, 11

Federal Employers’ Liability Act,

45 U.S.C. §§ 51-60 ....................................... 2, 11, 22, 25

28 U.S.C.

§ 1257 ............................................................................... 2

§ 1445 ............................................................................. 22

49 U.S.C. § 10903 ................................................................ 22

Ill. Pub. Act 104-0352 (2025) ............................................. 14

Iowa Code Ann. § 490.504 ................................................. 13

Minn. Stat.

§ 5.25 ................................................................................ 9

§ 303.03 ............................................................................ 9

§ 303.06 ...................................................................... 9, 11

§ 303.10 ............................................................................ 9

§ 303.13 ............................................................................ 9

§ 303.16 .......................................................................... 15

§ 303.20 ...................................................................... 9, 15

§ 549.20 .......................................................................... 15

N.C. Gen. Stat. § 55-15-01 ................................................. 13

15 Pa. Cons. Stat.

§ 411 (2014)...................................................................... 7

§ 5301 (2019).................................................................... 7

7 R.I. Gen. Laws § 1.2-1410 ............................................... 13

Tenn. Code § 29-39-104 ...................................................... 15

Minn. R. Civ. P. 12.02......................................................... 11

Other Authorities:

Assemb. B. A7351, 246th Leg., Reg. Sess.

(N.Y. 2023) (vetoed Dec. 22, 2023) .............................. 14

IX

Other Authorities—continued:

Page

Br. of Amicus Curiae Nat’l Ass’n of Mfrs. & Prod.

Liab. Advisory Council, Mallory,

600 U.S. 122 (No. 21-1168)........................................... 15

Maggie Gardner, et al., The False Promise of

General Jurisdiction,

73 Ala. L. Rev. 455 (2022) ............................................ 17

Will Lattimore, “Consent by Registration” After

Mallory—A Fifty State Summary,

12 Belmont L. Rev. 83 (2024) ...................................... 13

Tanya J. Monestier, Registration Statutes,

General Jurisdiction, and the Fallacy of

Consent, 36 Cardozo L. Rev. 1343 (2015) .................. 13

S.B. S7476, 246th Leg., Reg. Sess.

(N.Y. 2023) (vetoed Dec. 22, 2023) .............................. 14

Transcript of Oral Argument,

Mallory v. Norfolk S. Ry. Co.,

600 U.S. 122 (No. 21-1168)............................................. 4

In the Supreme Court of the United States

BNSF RAILWAY COMPANY,

PETITIONER,

v.

TANNER LYNN,

RESPONDENT.

ON PETITION FOR A WRIT OF CERTIORARI

TO THE COURT OF APPEALS OF MINNESOTA

PETITION FOR A WRIT OF CERTIORARI

Petitioner BNSF Railway Company respectfully petitions for a writ of certiorari to review the judgment of

the Minnesota Court of Appeals.

OPINIONS BELOW

The order of the Minnesota Supreme Court denying

discretionary review of the Minnesota Court of Appeals’

decision is unreported and appended at Pet.App.1a. The

opinion of the Minnesota Court of Appeals affirming the

trial court’s denial of BNSF’s motion to dismiss is unreported but available at 2025 WL 1860488. Pet.App.2a-16a.

The order of the Minnesota Supreme Court denying accelerated review is unreported and appended at Pet.App.17a.

The Minnesota trial court’s decision denying BNSF’s motion to dismiss for lack of personal jurisdiction is

(1)

2

unreported but

Pet.App.18a-27a.

available

at

2024

WL

4818669.

JURISDICTION

The order of the Minnesota Supreme Court denying

a timely filed petition for discretionary review was entered

on October 3, 2025. The judgment of the Minnesota Court

of Appeals was entered on October 7, 2025. On December

30, 2025, Justice Kavanaugh extended the deadline to file

a petition for a writ of certiorari to and including March 2,

2026.

This Court has jurisdiction under 28 U.S.C. § 1257(a)

because the Minnesota Court of Appeals “finally disposed

of the federal … issue; a reversal here would terminate the

state court action; and to permit the proceedings to go forward” would undermine federal policy in favor of “sound

judicial administration.” Belknap, Inc. v. Hale, 463 U.S.

491, 497 n.5 (1983) (quoting Cox Broadcasting Corp. v.

Cohn, 420 U.S. 469, 506 (1975) (Rehnquist, J., dissenting));

see also Calder v. Jones, 465 U.S. 783, 788 n.8 (1984). Federal policy favors resolving the jurisdictional issue “sooner

rather than later in the course of the litigation.” Belknap,

463 U.S. at 497 n.5 (citation omitted). This Court accordingly has reviewed the judgment of a state appellate court

finally rejecting a constitutional challenge to a state procedural law in an interlocutory appeal from a suit arising

under the Federal Employers’ Liability Act. See Burlington N.R.R. Co. v. Ford, 504 U.S. 648, 649-50 & n.* (1992);

cf. BNSF Ry. Co. v. Tyrrell, 581 U.S. 402 (2017) (similar

posture).

CONSTITUTIONAL AND STATUTORY

PROVISIONS INVOLVED

Article I, Section 8 of the United States Constitution

provides in relevant part: “The Congress shall have

3

Power … [t]o regulate Commerce with foreign Nations,

and among the several States, and with the Indian

Tribes.”

Relevant provisions of chapters 5 and 303 of the Minnesota Statutes are reproduced in the appendix.

Pet.App.30a-35a.

STATEMENT

This case presents the ideal opportunity to answer the

question left unresolved in Mallory v. Norfolk Southern

Railway Co., 600 U.S. 122 (2023). In Mallory, this Court

held that Pennsylvania did not violate the Due Process

Clause by extracting a nonresident corporation’s consent

to general jurisdiction in exchange for the right to do business in the State. Id. at 134-36. The Court expressly left

open whether consent-by-registration statutory schemes

are nonetheless unconstitutional under the dormant Commerce Clause. Id. at 127 n.3.

Five Justices suggested they would conclude as much.

Justice Alito noted that “there is a good prospect that

Pennsylvania’s assertion of jurisdiction here—over an

out-of-state company in a suit brought by an out-of-state

plaintiff on claims wholly unrelated to Pennsylvania—violates the Commerce Clause.” Id. at 160 (Alito, J.,

concurring in part and concurring in judgment). And the

four dissenting Justices similarly declared the case “a

textbook example of overreach at the expense of other

States” where Pennsylvania had “no legitimate interest”

in the controversy. Id. at 169 n.1 (Barrett, J., dissenting)

(internal quotations omitted).

This petition asks the Court to finish what Mallory

started. Respondent Tanner Lynn sued BNSF Railway

Company in Minnesota state court for injuries he allegedly sustained on the job in South Dakota. At all relevant

4

times, Lynn was a resident of Iowa, and BNSF was a Delaware corporation with its principal place of business in

Texas. In short, Lynn’s Minnesota suit was “foreign

cubed,” in which an out-of-state plaintiff sued an out-ofstate defendant for an out-of-state tort. See Transcript of

Oral Argument at 15, 88, 110, Mallory, 600 U.S. 122

(No. 21-1168). But Minnesota’s courts found they nonetheless had jurisdiction over BNSF because it had

registered to do business in the State and thereby consented to general personal jurisdiction.

Litigants and courts urgently need clarification of the

dormant Commerce Clause’s role in personal jurisdiction

doctrine. In the wake of Mallory, companies are scrambling to mitigate the risk of being haled into courts on

causes of action with no connection to the forum State.

And suits seeking to bootstrap jurisdiction over defendants based on their registration to do business in a State

are inundating lower courts.

The Minnesota Court of Appeals got the Commerce

Clause analysis wrong. The court, applying Minnesota

Supreme Court precedent, held that BNSF’s “extensive

business” in the State sufficed to overcome a dormant

Commerce Clause challenge—ignoring that Minnesota’s

consent-by-registration scheme unduly burdens and discriminates against interstate commerce. As five members

of this Court have noted, States like Minnesota have “no

legitimate local interest” in adjudicating a foreign-cubed

lawsuit. Mallory, 600 U.S. at 163 (Alito, J., concurring in

part and concurring in judgment); accord id. at 169 n.1

(Barrett, J., dissenting). Such power grabs impose

weighty burdens on interstate commerce and infringe the

sovereignty of States with legitimate interests in a given

lawsuit.

5

The upshot is clear. States and businesses across the

country are waiting—at significant expense—for the

other Mallory shoe to drop. This case presents the ideal

vehicle for this Court to provide desperately needed clarity.

A. Legal Background

1. Article I of the Constitution grants Congress the

power to “regulate Commerce … among the several

States.” U.S. Const. art. I, § 8, cl. 3. As early as Gibbons

v. Ogden, 22 U.S. (9 Wheat.) 1, 209 (1824), this Court recognized “great force in th[e] argument” that the

Commerce Clause has negative implications for States’

ability to interfere with interstate commerce, even absent

congressional legislation. See Nat’l Pork Producers

Council v. Ross, 598 U.S. 356, 368-69 (2023). By the second half of the nineteenth century, this negative

implication was “firmly established” in this Court’s cases.

Tenn. Wine & Spirits Retailers Ass’n v. Thomas, 588 U.S.

504, 515 (2019).

Known today as the dormant Commerce Clause, this

doctrine guards against state-level “economic protectionism.” Dep’t of Revenue v. Davis, 553 U.S. 328, 337-38

(2008) (quoting New Energy Co. of Ind. v. Limbach, 486

U.S. 269, 273-74 (1988)). The doctrine bars States from

enacting “regulatory measures designed to benefit instate economic interests by burdening out-of-state competitors.” See id. (citation omitted).

States laws can violate the dormant Commerce

Clause in two ways. First, “[s]tate laws that discriminate

against interstate commerce face ‘a virtually per se rule of

invalidity.’” South Dakota v. Wayfair, 585 U.S. 162, 173

(2018) (quoting Granholm v. Heald, 544 U.S. 460, 476

(2005)). Second, state laws that “regulat[e] even-handedly

6

to effectuate a legitimate local public interest” are invalid

if “the burden imposed on such commerce is clearly excessive in relation to the putative local benefits.” Id. at 173

(alteration in original) (quoting Pike v. Bruce Church,

Inc., 397 U.S. 137, 142 (1970)).

2. Since International Shoe Co. v. Washington, 326

U.S. 310 (1945), this Court has differentiated between two

categories of personal jurisdiction: specific (“caselinked”) and general (“all-purpose”) jurisdiction. Ford

Motor Co. v. Mont. Eighth Jud. Dist. Ct., 592 U.S. 351, 358

(2021). Under the doctrine of specific jurisdiction, courts

have the power to hear a “narrow[] class of claims” that

“arise out of or relate to” the defendant’s “purposeful

availment” of the forum. Id. at 359-60 (citation omitted).

In contrast, general jurisdiction “extends to ‘any and

all claims’ brought against a defendant.” Id. at 358 (quoting Goodyear Dunlop Tires Operations, S.A. v. Brown,

564 U.S. 915, 919 (2011)). General jurisdiction over a defendant complies with due process when that defendant is

“essentially at home in the forum State.” Goodyear, 564

U.S. at 919. The two “paradigm bases for general jurisdiction” over a corporate defendant are the corporation’s

place of incorporation and principal place of business.

Daimler AG v. Bauman, 571 U.S. 117, 137 (2014) (cleaned

up) (citation omitted).

In Daimler, this Court rejected the theory that a corporation’s course of doing business in a forum State

suffices to establish general personal jurisdiction. Id. at

137-38. Previously, States had opened their courthouse

doors to foreign-cubed suits based on general jurisdiction

theories that treated entities “doing business” in a State

as subject to suit on all causes there. See id. at 139 n.18.

That practice, Daimler held, was “unacceptably grasping.” Id. at 137-38.

7

Three Terms ago, this Court in Mallory considered a

Pennsylvania law requiring foreign corporations to consent to general personal jurisdiction to do business in the

Commonwealth. A Pennsylvania statute required foreign

corporations to register with Pennsylvania’s department

of state as a precondition to doing business in the Commonwealth. 600 U.S. at 134 (citing 15 Pa. Cons. Stat.

§ 411(a) (2014)). Another statute then empowered Pennsylvania courts to exercise general personal jurisdiction

over properly registered foreign corporations. See id. (citing 42 Pa. Cons. Stat. § 5301(a)(2)(i), (b) (2019)).

Norfolk Southern Railway, an out-of-state corporation sued by an out-of-state plaintiff on a cause of action

that accrued outside Pennsylvania, argued that Pennsylvania’s exercise of general personal jurisdiction violated

the Due Process Clause of the Fourteenth Amendment.

See id. at 126. In a fractured decision, this Court narrowly

rejected Norfolk Southern’s due-process argument. See

id. at 146 & n.11. However, five Justices simultaneously

cast significant doubt on the law’s constitutionality.

Writing for the majority, Justice Gorsuch held that

Norfolk Southern’s challenge was “squarely” controlled

by this Court’s previous rejection of the same due-process

argument in Pennsylvania Fire Insurance Co. of Philadelphia v. Gold Issue Mining & Milling Co., 243 U.S. 93

(1917). Mallory, 600 U.S. at 135-36. Pennsylvania Fire

involved a foreign-cubed suit against an insurance company in Missouri state court. Id.; 243 U.S. at 94-95.

Missouri’s highest court had interpreted its statutory

scheme to extract consent to jurisdiction from out-of-state

insurance companies in exchange for permission to do

business in the State. Pa. Fire, 243 U.S. at 94-95. This

Court rejected the defendant’s due-process challenge to

Missouri’s consent-by-registration regime, reasoning that

8

the defendant had consented to personal jurisdiction. Id.

at 95. Given the close similarities, the Mallory majority

held that “Pennsylvania Fire controls this case.” 600 U.S.

at 134.

Writing for a plurality, Justice Gorsuch concluded

that Pennsylvania Fire was still good law following the

sea change worked by International Shoe’s “fair play and

substantial justice” standard. See Mallory, 600 U.S. at

138.

Justice Alito concurred in part and concurred in the

judgment. Justice Alito agreed that Pennsylvania Fire

was still good law. See id. at 152-53. But Justice Alito expressed concern that Pennsylvania’s statute violated the

dormant Commerce Clause, noting that the decision was

“not the end of the story for registration-based jurisdiction” because “[t]his Court and others have long examined

assertions of jurisdiction over out-of-state companies in

light of interstate commerce concerns.” Id. at 154, 159.

The majority opinion expressly left open the question

whether the Pennsylvania statute violated the dormant

Commerce Clause, which was not presented. Id. at 127

n.3.

Justice Alito explained that consent-by-registration

statutes likely “discriminate against” foreign corporations

by “forcing them to increase their exposure to suits on all

claims,” while Pennsylvania companies “generally face no

reciprocal burden for expanding operations into another

State.” Id. at 161 n.7. He further explained that such statutes impose a “significant burden” on interstate

commerce by requiring a foreign corporation to defend itself against all transactions, including those without a

forum connection, without furthering a legitimate local interest. Id. at 161-63 (citation omitted). As an example,

Justice Alito pointed to Davis v. Farmers’ Co-operative

9

Equity Co., 262 U.S. 312, 315 (1923), in which this Court

held that an earlier Minnesota consent-by-registration

scheme violated the dormant Commerce Clause as applied

to a foreign-cubed suit. See Mallory, 600 U.S. at 159.

Four Justices dissented. The dissent explained that

the Due Process Clause “protects interstate federalism”

in addition to the individual rights of defendants. Id. at

168-69 (Barrett, J., dissenting). “Permitting Pennsylvania

to impose a blanket claim of authority over controversies

with no connection to the Commonwealth intrudes on the

prerogatives of other States—domestic and foreign—to

adjudicate the rights of their citizens and enforce their

own laws.” Id. at 170. According to the dissent, a State

“has no legitimate interest in a controversy with no connection to the [State] that was filed by a nonresident

against a foreign corporation.” Id. at 169 n.1 (citation

omitted).

3. It is settled that Minnesota’s registration statute

extracts consent to general jurisdiction as a condition of

doing business in the State. Foreign corporations must

obtain a certificate of authority from the secretary of state

to transact business in Minnesota. Minn. Stat. §§ 303.03,

303.06. They must also maintain a registered office and a

registered agent. Id. § 303.10. The application for a certificate of authority requires foreign corporations to

“irrevocably consent[] to the service of process” on a registered agent in Minnesota. Id. § 303.06; see also id.

§ 303.13 (“A foreign corporation shall be subject to service

of process … by service on its registered agent ….”); id.

§ 5.25 (similar). Foreign corporations transacting business without a certificate of authority must pay an initial

penalty, as well as additional penalties for each “month or

fraction thereof” they continue business without a

10

certificate. Id. § 303.20. Furthermore, those corporations

are barred from maintaining actions in the State. Id.

The Supreme Court of Minnesota has held that by irrevocably consenting to service of process on a registered

agent, a foreign corporation consents to general personal

jurisdiction in Minnesota. Rykoff-Sexton, Inc. v. Am. Appraisal Assocs., Inc., 469 N.W.2d 88, 90 (1991).

B. Factual Background

1. BNSF is a Delaware corporation with its principal

place of business in Texas. Mtn. to Dismiss, 1 Ex. C at ¶¶ 510. It operates in 28 States and three Canadian provinces.

Mtn. to Dismiss, Ex. C at ¶ 11.

BNSF operates in Minnesota. Mtn. to Dismiss, Ex. C

at ¶ 14. BNSF’s Minnesota operations are a small fraction

of its overall operations. Mtn. to Dismiss, Ex. C at ¶¶ 1116. For example, only five percent of BNSF’s total route

miles, and five percent of its employees, are in Minnesota.

Mtn. to Dismiss, Ex. C at ¶¶ 14, 16. In 2012 and 2013,

BNSF invested only 2.6% and 2.2%, respectively, of its annual capital commitments in Minnesota-based projects.

Jossart Decl., Exs. 4, 5. 2

To do business in Minnesota, BNSF maintains a registered office and registered agent in the State. Jossart

Decl., Ex. 2 at 11-13.

2. Respondent Tanner Lynn resided in Iowa at all

times relevant to this suit. Compl. ¶ 1. 3 BNSF employed

respondent as a conductor and brakeman. Compl. ¶ 5.

Mtn. to Dismiss, Lynn v. BNSF Ry. Co., No. 27-CV-23-17523 (Minn.

Dist. Ct. Jan. 17, 2024), Dkt. 12. All record citations are to No. 27-CV23-17523.

1

2

Paula M. Jossart Decl., Dkt. 14.

3

Summons and Compl., Dkt. 5.

11

Respondent alleges that on December 27, 2022, he was injured on the job in South Dakota while operating a plow

car that collided with an ice wall. Compl. ¶ 17. He received

medical treatment the following day in Iowa. Mtn. to Dismiss, Ex. B. Although respondent alleges that his

managers worked in BNSF’s Twin Cities division, he does

not allege that he lived or reported to work in Minnesota

before or during the time of his accident. See generally

Compl.

C. Procedural Background

1. On October 25, 2023, respondent served BNSF

with his complaint alleging BNSF had violated the Federal Employers’ Liability Act (FELA) and seeking

damages for injuries allegedly sustained during the collision. Pet.App.18a-19a. Respondent did not sue in South

Dakota (where the collision occurred), Iowa (where he

lives), Delaware (BNSF’s state of incorporation), or Texas

(BNSF’s principal place of business). Instead, he filed his

complaint in trial court in Hennepin County, Minnesota.

BNSF moved to dismiss for lack of personal jurisdiction under Minn. R. Civ. P. 12.02(b), arguing that the

exercise of personal jurisdiction over BNSF violated the

Due Process Clause of the Fourteenth Amendment and

the dormant Commerce Clause. Pet.App.2a-3a.

The trial court denied BNSF’s motion to dismiss on

both grounds. First, the trial court held that BNSF had

consented to personal jurisdiction in Minnesota by registering to do business and maintaining an agent to accept

service of process on its behalf under Minn. Stat. § 303.06.

Pet.App.20a-22a. According to the trial court, the Minnesota Supreme Court’s decision in Rykoff-Sexton, which

held that foreign corporations that register to do business

in Minnesota thereby “voluntarily submit to the

12

jurisdiction of [the State’s] court[s],”

Pet.App.20a (quoting 469 N.W.2d at 90).

controlled.

Second, the trial court rejected BNSF’s dormant

Commerce Clause argument, considering itself bound by

Erving v. Chicago & Nw. Ry. Co., 214 N.W. 12 (Minn.

1927). Pet.App.25a-26a. In Erving, the Minnesota Supreme Court held that the State’s courts did not violate

the dormant Commerce Clause by exercising jurisdiction

over a nonresident railroad doing business in the State.

214 N.W. at 15.

On appeal, the Minnesota Court of Appeals affirmed.

Pet.App.2a-3a. Like the trial court, the court of appeals

held that Rykoff-Sexton required it to reject BNSF’s Due

Process Clause challenge. Pet.App.11a-12a. The court of

appeals also held that BNSF’s dormant Commerce Clause

challenge was precluded by Erving and State ex rel.

Schendel v. District Court, 194 N.W. 780 (Minn. 1923).

Pet.App.16a. In Schendel, the Minnesota Supreme Court

held that the State’s exercise of jurisdiction over a nonresident railroad doing business in Minnesota did not

interfere with interstate commerce. See 194 N.W. at 78384.

The Minnesota Supreme Court denied BNSF’s petition for discretionary review. Pet.App.1a.

REASONS FOR GRANTING THE PETITION

I.

The Question Presented Is Exceptionally Important and

Squarely Presented

Whether consent-by-registration statutes violate the

dormant Commerce Clause is enormously consequential.

Absent this Court’s intervention, companies will continue

to struggle to navigate the emerging legal patchwork governing extracted consent across the States; foreign-cubed

cases will flood the lower courts; and the federalism

13

concerns flagged by Justice Alito and Justice Barrett in

Mallory will multiply. Now is the time for the Court to

act, and this case presents the ideal vehicle.

1. Mallory has unleashed a tidal wave of foreigncubed cases in the lower courts. All 50 states require outof-state companies doing in-state business to register and

appoint an agent for service of process. See Mallory, 600

U.S. at 164 (Barrett, J., dissenting); Tanya J. Monestier,

Registration Statutes, General Jurisdiction, and the Fallacy of Consent, 36 Cardozo L. Rev. 1343, 1363 & n.109

(2015). Most state statutes, like Minnesota’s, are silent as

to whether a foreign corporation’s registration to do business constitutes consent to general personal jurisdiction.

See Will Lattimore, “Consent by Registration” After Mallory—A Fifty State Summary, 12 Belmont L. Rev. 83, 88

& n.22 (2024); see, e.g., N.C. Gen. Stat. § 55-15-01; Iowa

Code Ann. § 490.504; 7 R.I. Gen. Laws § 1.2-1410.

Since Mallory, courts have been grappling with the

scope and constitutionality of such foreign-corporation

registration laws. Even before Mallory, three state supreme courts had construed their registration statutes to

extract consent to general jurisdiction. See Cooper Tire &

Rubber Co. v. McCall, 863 S.E.2d 81, 84 (Ga. 2021); Merriman v. Crompton Corp., 146 P.3d 162, 177 (Kan. 2006);

Rykoff-Sexton, 469 N.W.2d at 91. Following Mallory,

many courts have done the same. See, e.g., Erbey Holding

Corp. v. BlackRock Fin. Mgmt., Inc., 2025 V.I. 25, ¶¶ 2123 (2025) (noting “overwhelming support” in judicial precedent for its conclusion); PDII, LLC v. Sky Aircraft

Maint., LLC, 925 S.E.2d 28, 36 (N.C. Ct. App. 2025) (interpreting North Carolina statute to create consent

jurisdiction, “[g]uided by Mallory”), stayed, 924 S.E.2d 34

(N.C. 2026) (mem.); Ins. Co. of State of Pa. v. Textron Aviation, Inc., 2025 WL 2701937, at *7-8 (Conn. Super. Ct.

14

Sept. 16, 2025) (applying pre-Mallory state appellate

court decision interpreting statute to “create[] consent jurisdiction”); State v. Exxon Mobil Corp., 2024 WL

3580377, at *16 (Conn. Super. Ct. July 23, 2024) (same);

Am. Food & Vending Corp. v. Goodyear Tire & Rubber

Co., 2025 WL 2770651, *4-5 (D. Kan. Sept. 29, 2025) (applying pre-Mallory state supreme court decision), appeal

filed, No. 25-3187 (10th Cir. Oct. 17, 2025); Factory Mut.

Ins. Co. v. Flender Corp., 2025 WL 1810064, at *5 (D. Kan.

June 30, 2025) (same).

Meanwhile, state legislatures are beginning to “take

up the Court’s invitation to manipulate registration.”

Mallory, 600 U.S. at 180 (Barrett, J., dissenting); see, e.g.,

Ill. Pub. Act 104-0352 (2025) (consent-by-registration statute for toxic-tort claims); S.B. S7476, 246th Leg., Reg.

Sess. (N.Y. 2023) (vetoed Dec. 22, 2023) (bill proposing

that foreign corporations’ registration “constitutes consent to the jurisdiction of the courts” of New York);

Assemb. B. A7351, 246th Leg., Reg. Sess. (N.Y. 2023) (vetoed Dec. 22, 2023) (same).

2. The looming threat of consent-by-jurisdiction

schemes subjects businesses to intolerable uncertainty,

costing businesses large and small untold resources. For

any business, the costs of being haled into a court where it

is not at home and lacks case-related contacts with the forum State are high. For example, if a Des Moines resident

who slips on a banana peel in her local Walmart chooses to

file her personal injury action in Minneapolis, Walmart

would be forced to bus its Des Moines-based employees

hours across state lines to testify in Minnesota courts.

Businesses face the daunting task of “manag[ing] the

patchwork of liability regimes, damages caps, and local

rules in each State.” Mallory, 600 U.S. at 161-62 (Alito, J.,

concurring in part and concurring in judgment). When

15

plaintiffs can sue corporate defendants in any State where

they have registered to do business, companies cannot be

certain which state law governing limitations periods, punitive damages, or other matters will apply to their

conduct. For example, if a Tennessee resident were to file

tort claims against a large waste-management company

alleging its practices at a nearby landfill caused her cancer, she might choose to sue in Minnesota, which does not

cap punitive damages, rather than in Tennessee, which

does. Compare Minn. Stat. § 549.20, with Tenn. Code

§ 29-39-104. The company’s Tennessee-based conduct

may well be subject to a Minnesota remedy. See In re

Levaquin Products Liability Litig., 2010 WL 7852346, at

*7 (D. Minn. Nov. 9, 2010) (concluding that “Minnesota’s

punitive damages statute is a remedial law,” and remedies

are governed by the law of the forum State).

Consent-by-registration schemes are particularly effective dragnets to impose state authority over

corporations large and small. State registration statutes

are often vague as to what amount of business triggers

registration requirements. See, e.g., Minn. Stat. § 303.03.

As a result, faced with penalties for noncompliance, many

corporations register to do business in every or nearly

every State in the country. See Br. of Amicus Curiae Nat’l

Ass’n of Mfrs. & Prod. Liab. Advisory Council at 6, Mallory, 600 U.S. 122 (No. 21-1168). The increased prevalence

of remote work only exacerbates the problem.

What is more, a company’s registration can be hard to

undo. In Minnesota, for example, a foreign corporation

can withdraw its registration only when it “has no property located in th[e] state and has ceased to transact

business therein.” Minn. Stat. § 303.16. A single remote

worker’s company-issued laptop would seem to stand in

the way of withdrawal. Basing jurisdiction on corporate

16

registration, then, threatens to be even more expansive

than the doing-business-based jurisdictional rules of yore.

Businesses face only bad options. They could remain

registered to do business across a wide range of States,

effectively agreeing to be “at home” everywhere. Or businesses could decide to violate state registration laws by

operating in States without registering—exposing themselves to penalties but evading the crucible of deemed

consent. Or, as is currently happening, companies could

withdraw their operations from as many States as possible, retreating into jurisdictions with favorable laws. The

implications for interstate commerce are profound.

3. Consent-by-registration jurisdiction raises pressing “federalism concerns … that fall more naturally within

the scope of the Commerce Clause.” Mallory, 600 U.S. at

157 (Alito, J., concurring in part and concurring in judgment). That Clause “vindicates a fundamental aim of the

Constitution: fostering the creation of a national economy

and avoiding the every-State-for-itself practices that had

weakened the country under the Articles of Confederation.” Id. Yet consent-by-registration schemes—wholly

unconstrained by “respect [for] the interests of other

States,” BMW of N. Am., Inc. v. Gore, 517 U.S. 559, 571

(1996)—pit States against their sisters.

Consent-by-registration schemes empower States to

“infring[e] on the policy choices of other States,” id. at 572,

overriding sister States’ authority to “make [their] own

reasoned judgment[s] about what conduct is permitted or

proscribed within [their] borders,” State Farm Mut. Auto.

Ins. Co. v. Campbell, 538 U.S. 408, 422 (2003). For example, in the latest chapter in Minnesota’s lawsuit against

fossil fuel producers for alleged misrepresentations about

the environmental effects of fossil fuels, the Minnesota

Court of Appeals held that Minnesota’s courts had

17

personal jurisdiction over the nonresident companies because of their registration to do business in the State.

Minnesota v. Am. Petroleum Inst., 2026 WL 192130, at

*4, *8 (Minn. Ct. App. Jan. 26, 2026). That decision lays

the groundwork for Minnesota’s courts to grant “a global

remedy for a global issue,” overriding other States’ policy

choices in “[r]egulating the production and sale of fossil

fuels.” Minn. by Ellison v. Am. Petroleum Inst., 63 F.4th

703, 717, 719 (8th Cir. 2023) (Stras, J., concurring), cert.

denied, 144 S. Ct. 620 (mem.) (2024).

Worse still, consent-by-registration schemes

threaten international comity. When this Court put an

end to general doing-business jurisdiction, it recognized

that the old doctrine had caused “international friction.”

Daimler, 571 U.S. at 142 (citation omitted). Under that

bygone era, a Finnish airline’s office in New York meant

the airline could be haled into court there to answer claims

that its release of “an excessive blast of air” injured someone on a Paris runway. Bryant v. Finnish Nat’l Airline,

208 N.E.2d 439, 439 (N.Y. 1965). The same State’s courts

exercised dominion over a guest’s tumble in a London hotel’s bathtub, thanks to the British hotel’s New Yorkbased reservation office. See Frummer v. Hilton Hotels

Int’l, Inc., 227 N.E.2d 851, 853 (N.Y. 1967). Consent-byregistration schemes invite the return of global forumshopping.

Choice-of-law principles are only partial protection.

States typically apply their own choice-of-law rules, which

have broad latitude under the Constitution to favor the forum State’s law. See Maggie Gardner, et al., The False

Promise of General Jurisdiction, 73 Ala. L. Rev. 455, 470

(2022) (highlighting Michigan’s “presumption” in favor of

applying its own law); accord Allstate Ins. Co. v. Hague,

449 U.S. 302, 312-13 (1981).

18

And even if forum courts were to apply the law of the

State where the conduct occurred to every foreign-cubed

case, the forum States’ procedural rules, jury pools, and

judges remain. Further, the resulting proceeding—for

example, one in which a Minnesota court applies Iowa’s

law to a Des Moines resident’s suit against an Arkansasheadquartered retailer over her slip-and-fall in Iowa—

only underscores the gimmick of Minnesota hearing that

case at all.

4. This case presents an ideal vehicle to resolve this

exceptionally important issue. The Minnesota courts below explicitly rejected BNSF’s challenge to Minnesota’s

registration scheme under the dormant Commerce Clause

and accordingly concluded they had jurisdiction over

BNSF due to its registration to do business in the State.

Pet.App.16a, 26a. And they did so in reasoned opinions,

unlike the lower courts in a similar petition recently denied by this Court. See Syngenta Crop Protection v.

Nemeth, No. 24-1190 (pet. denied Oct. 6, 2025). The Minnesota Court of Appeals’ decision provides this Court with

a clean vehicle to resolve the lingering question of whether

consent-by-registration statutes violate the Constitution

when applied to foreign-cubed cases.

II. The Decision Below Is Wrong

For decades, this Court has recognized that a state

law violates the Commerce Clause by (1) “impos[ing] undue

burdens

on

interstate

commerce”

or

(2) “discriminat[ing] against interstate commerce.” Wayfair, 585 U.S. at 173; see also Brown-Forman Distillers

Corp. v. N.Y. State Liquor Auth., 476 U.S. 573, 579 (1986).

Minnesota’s scheme does both. The Commerce Clause

prohibits States from extracting consent to general jurisdiction as a condition of doing business in a State.

19

1. Minnesota’s scheme imposes undue burdens on interstate commerce. A state law that “effectuate[s] a

legitimate local public interest” nonetheless imposes undue burdens when “the burden imposed on such

commerce is clearly excessive in relation to the putative

local benefits.” Wayfair, 585 U.S. at 173 (quoting Pike,

397 U.S. at 142). And when a statute serves “no legitimate

[local] interest,” it fails outright, for it leaves “nothing to

be weighed in the balance to sustain the law.” Edgar v.

MITE Corp., 457 U.S. 624, 644 (1982).

Just so here. As this Court has repeatedly recognized, States lack a legitimate local interest in

nonresidents’ out-of-state activities. Five members of this

Court explained as much in Mallory. As here, Mallory

considered a suit between nonresidents over out-of-state

conduct. 600 U.S. at 126-27. And again, as here, state law

conditioned the right to do business on a company’s submission to general jurisdiction. Id.

Justice Alito found himself “hard-pressed to identify

any legitimate local interest that is advanced by requiring

an out-of-state company to defend a suit brought by an

out-of-state plaintiff on claims wholly unconnected to the

forum State.” Id. at 162 (Alito, J., concurring in part and

concurring in judgment). Such a suit, after all, has no tie

to “activities conducted within [the State’s] borders,” id.

at 162, nor to injuries suffered by “its residents,” id. at 163

(quoting Burger King Corp. v. Rudzewicz, 471 U.S. 462,

473 (1985)). Justice Barrett agreed, writing for four Justices that a State “has no legitimate interest in a

controversy with no connection to the [State] that was

filed by a non-resident against a foreign corporation.” Id.

at 169 n.1 (Barrett, J., dissenting) (citation omitted).

Other cases too have ruled that States have no legitimate interest in regulating nonresidents’ out-of-state

20

activities. In Edgar, the Court struck an Illinois statute

that regulated out-of-state securities transactions as violating the dormant Commerce Clause. 457 U.S. at 643-46.

The Court concluded that a “State has no legitimate interest in protecting nonresident[s]” who enter out-of-state

transactions. Id. at 644. Case after case has reaffirmed

this principle. See, e.g., Printz v. United States, 521 U.S.

898, 920 (1997) (“The State has no legitimate interest in

protecting nonresidents.” (cleaned up)); Gore, 517 U.S. at

572-73 (same); CTS Corp. v. Dynamics Corp. of Am., 481

U.S. 69, 93 (1987) (“[A State] has no interest in protecting

nonresident shareholders of nonresident corporations.”).

Far from vindicating local interests, statutes of the

sort here frustrate the local interests of States with genuine ties to the dispute. This Court recognized long ago

that “a State’s exercise of jurisdiction over non-residents

would be ‘an encroachment upon the independence of [another] State’ and a ‘usurpation’ of that State’s authority.”

Mallory, 600 U.S. at 155 (Alito, J., concurring in part and

concurring in judgment) (quoting Pennoyer v. Neff, 95

U.S. 714, 723 (1877)). Yet Minnesota has swept such cases

into its courts anyway—charging its judges and juries to

announce out-of-state law, find out-of-state facts, and pass

judgment on out-of-state parties.

Even if Minnesota’s scheme served some legitimate

interest, it still would need to “overcome the serious burdens on interstate commerce that it imposes.” Id. at 162.

It cannot come close.

This Court’s precedent again makes the analysis

straightforward. In Bendix Autolite Corp. v. Midwesco

Enterprises, 486 U.S. 888 (1988), this Court invalidated a

statute conditioning the availability of a statute-of-limitations defense on nonresident companies’ registering an

agent for service of process and submitting to personal

21

jurisdiction in all suits. This Court explained that

“[r]equiring a foreign corporation to appoint an agent for

service in all cases and to defend itself with reference to

all transactions, including those in which it did not have

the minimum contacts necessary for supporting personal

jurisdiction, is a significant burden.” Id. at 893 (emphasis

added). If anything, Minnesota’s statute burdens commerce even more: It conditions not merely a limitations

defense, but the right to do business at all.

This Court recognized these same burdens in Davis

v. Farmers’ Co-operative Equity Co., 262 U.S. 312. Davis,

like this case, considered a Minnesota statute that the

Minnesota Supreme Court had construed to extract consent to general jurisdiction as a condition of employing a

soliciting agent in the State. Id. at 313-14. This Court invoked the Commerce Clause to prohibit applying the

statute when a nonresident plaintiff sued a nonresident

railroad over an out-of-state injury. Id. at 314-15. Under

those circumstances, the statute “impose[d] upon interstate commerce a serious and unreasonable burden.” Id.

at 315. True, since Davis this Court has “refined [the]

Commerce Clause framework.” Mallory, 600 U.S. at 160

(Alito, J., concurring in part and concurring in judgment).

But Davis’ recognition of the burdens on interstate commerce remains instructive today. Id.

The burdens of consent-by-registration jurisdiction

mirror the burdens that resulted from the “doing business” theory of general jurisdiction put to rest in Daimler

and Goodyear. See supra pp. 6, 17. Minnesota’s regime

exhumes the horribles that those decisions sought to bury.

As under the doing-business-based general jurisdiction of

old, BNSF can only guess where it will be haled into court.

Coast-to-coast, its employees must grapple with the risk

that Minnesota courts will assert jurisdiction and apply

22

Minnesota law. See Daimler, 571 U.S. at 139. In every

State, then, Minnesota’s laws govern in terrorem. Employees must “structure their primary conduct” to comply,

id. (quoting Burger King, 471 U.S. at 472), and do what

they can to navigate the resulting “patchwork of liability

regimes,” Mallory, 600 U.S. at 161-62 (Alito, J., concurring in part and concurring in judgment).

Beyond these pressures on BNSF’s primary conduct

are the burdens of litigating in Minnesota. No matter

where a dispute arises, plaintiffs can force BNSF’s witnesses and employees to decamp to Minnesota. And

plaintiffs can attempt to apply the forum’s plaintifffriendly rules, whether statutes of limitations or damages

caps. Supra pp. 14-15.

BNSF and other railroads are especially burdened by

consent-by-registration schemes. When employees sue

for workplace injuries under FELA, railroads are barred

from removing the suits to federal court, see 28 U.S.C.

§ 1445(a)—giving plaintiffs nearly unchecked power to

choose their forum. And, unlike other corporations that

may choose to exit Minnesota to avoid consenting to general personal jurisdiction in the State, BNSF has no such

option. Its rail lines are fixed in Minnesota’s earth, and

tearing up those lines would require regulatory approval.

See 49 U.S.C. § 10903(a).

2. Minnesota’s scheme also discriminates against interstate commerce. A state law discriminates “if its

‘practical effect’ is to disadvantage out-of-state companies

to the benefit of in-state competitors.” Mallory, 600 U.S.

at 161 n.7 (Alito, J., concurring in part and concurring in

judgment) (quoting Maine v. Taylor, 477 U.S. 131, 138

(1986)).

23

Minnesota’s law produces just that effect. As Justice

Alito observed of the statute in Mallory, the “law seems

to discriminate against out-of-state companies by forcing

them to increase their exposure to suits on all claims,” just

to access the State’s market, even as resident companies

“generally face no reciprocal burden for expanding operations into another State.” Id.

Where, as here, a law discriminates against interstate

commerce, it faces “a virtually per se rule of invalidity.”

Id. at 160 (quoting Wayfair, 585 U.S. at 173); accord

Brown-Forman, 476 U.S. at 579 (“[W]e have generally

struck down the statute without further inquiry.”). To

survive, a discriminatory law must be “narrowly tailored

to advance a legitimate local purpose.” Tenn. Wine &

Spirits Retailers, 588 U.S. at 518 (cleaned up). The law

here advances no such interest. Supra pp. 19-20. Much

less is it “the least discriminatory” means by which Minnesota could achieve its goals. Hughes v. Oklahoma, 441

U.S. 322, 337 (1979).

3. In concluding that Minnesota’s consent-by-registration scheme poses no Commerce Clause problem, the

Minnesota Court of Appeals defied this Court’s precedent.

The court acknowledged that all parties to this suit are

“non-resident[s]” of Minnesota, and that the injuries at issue arose “in a neighboring state.” Pet.App.15a. But the

court nonetheless held that the Commerce Clause permits

Minnesota to compel jurisdiction over this suit based on

two state-court precedents. Pet.App.14a-16a.

First, the court relied on Erving, 214 N.W. 12, a century-old decision of the Minnesota Supreme Court.

Erving disclaimed an “undue burden” when a nonresident

submits to jurisdiction in a State where it “extensively

carr[ies] on its business.” Pet.App.14a (quoting Erving,

214 N.W. at 14). Applying Erving, the court of appeals

24

here asserted that BNSF carries on “extensive business”

in Minnesota, as it “owns 1,489 miles of railroad track and

employs approximately 1,800 people in the state.”

Pet.App.16a.

Erving cannot be squared with the past century of

this Court’s precedent. Under the Commerce Clause,

states have “no legitimate interest in protecting nonresident[s],” even where a company operates in the State.

Edgar, 457 U.S. at 644. The court of appeals should have

taken this Court’s word for it. There is a reason that at

least five Justices in Mallory saw “no legitimate local interest” in applying a substantively identical statute to a

defendant railroad. 600 U.S. at 163 (Alito, J., concurring

in part and concurring in judgment); id. at 169 n.1 (Barrett, J., dissenting) (citation omitted).

Erving also blinks this Court’s holding that States impose “a significant burden” on interstate commerce by

“[r]equiring a foreign corporation” to submit to suit without “the minimum contacts necessary for supporting

personal jurisdiction.” Bendix, 486 U.S. at 893 (emphasis

added). Those minimum contacts are absent here.

Erving’s rule also keeps courts and parties guessing

about when exactly jurisdiction comports with the

dormant Commerce Clause. “Simple jurisdictional rules

… promote greater predictability.” Daimler, 571 U.S. at

137 (quoting Hertz Corp. v. Friend, 559 U.S. 77, 94 (2010)).

Yet Erving dictates a case-by-case inquiry into whether a

defendant does “extensive” business in the State.

Pet.App.16a. That inquiry lacks guardrails. For instance,

a defendant apparently does not do sufficient business by

employing a soliciting agent in the State. Pet.App.13a (citing Davis, 262 U.S. at 314). Erving invites protracted

threshold litigation about how much business is enough,

and it fails to deliver consistent or principled results. It

25

would be far simpler to stick to the straightforward rule

this Court’s precedent requires: The Commerce Clause

prohibits extracting consent to jurisdiction over out-ofstate disputes between out-of-state parties.

Second, the court of appeals relied on a second antique decision, Schendel, 194 N.W. 780. The court of

appeals interpreted Schendel to hold that “personal jurisdiction over” a railroad sued pursuant to FELA “did not

obstruct interstate commerce.” Pet.App.15a. Relying on

Schendel, the court of appeals reasoned that because

FELA “permits suit” wherever a railroad is “doing business,” Congress must have been comfortable with any

burdens from the exercise of that jurisdiction.

Pet.App.16a. But FELA does not broadly “permit suit”

anywhere a railroad does business. This Court has already held that FELA “confers no personal jurisdiction

on any court.” Tyrrell, 581 U.S. at 410. FELA instead

addresses only “venue” and “subject-matter jurisdiction.”

Id. at 405. The court of appeals thus erred in relying on

Schendel.

26

CONCLUSION

The petition for a writ of certiorari should be granted.

Respectfully submitted,

LISA S. BLATT

Counsel of Record

AMY MASON SAHARIA

CLAIRE E. GRODEN

MAX G. ALVAREZ

JONATHAN M. ARTAL

WILLIAMS & CONNOLLY LLP

680 Maine Avenue S.W.

Washington, DC 20024

(202) 434-5000

lblatt@wc.com

MARCH 2, 2026