Transportation Executive Summary: Iowa Supreme Court Addresses Personal Jurisdiction Over Foreign Corporations Doing Business in Iowa
Recently, the Iowa Supreme Court answered the question of whether a foreign corporation consents to the personal jurisdiction of Iowa courts by complying with Iowa Code chapter 490’s registration and registered agent requirements to do business in Iowa. Kelchner v. CRST Expedited Inc., No. 25-0607, 2025 WL 3682990 (Iowa Dec. 19, 2025). The Court answered in the negative.
Facts and Procedural History
In 2022, Harley Kelchner contacted CRST Specialized Transportation, Inc. (“CRST”) with interest in CRST’s program for independent contractor drivers. CRST is incorporated and has its principal place of business in Indiana, but it has been registered to do business in Iowa as a foreign corporation since 2020. Eventually Kelchner contracted with, and began driving for, CRST throughout the United States until 2024 when a dispute arose. Kelchner sued CRST in the United States District Court for the Northern District of Iowa alleging violations of Iowa’s business opportunity promotions statute – Iowa Code Chapter 551A. CRST moved to dismiss the case for a lack of personal jurisdiction. The federal district court denied CRST’s motion to dismiss, but it certified the question of law discussed below to the Iowa Supreme Court.
Question Presented and Arguments
The question certified to the Iowa Supreme Court was whether, “[u]nder Iowa law, does a foreign corporation consent to the personal jurisdiction of the Iowa courts by registering to do business in Iowa and appointing an agent for service of process in Iowa when a plaintiff then serves the foreign corporation's designated agent?”
Kelchner argued this question should be answered affirmatively for two reasons. First, “because service is always sufficient to establish personal jurisdiction, appointment of an agent for service in Iowa must constitute consent to personal jurisdiction in Iowa for any and all cases.” Second, “[a]lthough chapter 490 does not expressly require consent to personal jurisdiction, Kelchner asserts that a consent requirement is nevertheless implied by Iowa's agent-appointment requirement.”
Discussion
The Court began its discussion by explaining that for a court to have power to decide a case, it must have both subject matter jurisdiction – power to decide the kind of claim at issue – and personal jurisdiction – power over the parties involved. The certified question involves personal jurisdiction. To have personal jurisdiction over a nonresident corporate defendant, there must be (1) satisfaction of constitutional due process limitations; (2) an independent source of law that authorizes the court’s personal jurisdiction over the defendant; and (3) lawful service of process on the defendant.
Constitutional Due Process Limitations
Constitutional due process limitations can be satisfied through either specific jurisdiction or general jurisdiction. Specific jurisdiction exists when (a) the defendant directed its activities toward the forum state in a manner that constitutes “purposeful availment” of the right to do business there and (b) the plaintiff’s claim “arise[s] out of or relate[s] to” the defendant’s contacts with the forum. General jurisdiction can be used to adjudicate any type of claim against the defendant, but it exists only when the defendant is “at home” in the forum state. Corporate defendants are generally only “at home” in its state of incorporation and the state of its principal place of business.
Independent Source of Law
Iowa Rule of Civil Procedure 1.306 “allows for the exercise of personal jurisdiction up to the federal constitutional limit” in Iowa state courts. Federal Rule of Civil Procedure 4(k)(1)(A) provides the same effect for federal courts in Iowa. As a result, the independent source of law requirement is met in Iowa so long as the constitutional due process limitations discussed above are met.
Service of Process
“While the due-process and source-of-law requirements tell us whether a foreign defendant can be brought within a court's power, lawful service of process is what actually brings that defendant into court.” Notably, however, these personal jurisdiction requirements may generally be waived through express or implied consent.
Iowa Code Chapter 490
Finally, the Court considered Iowa Code chapter 490, the Iowa Business Corporation Act, which governs the registration of foreign corporations to do business in Iowa. Specifically, Iowa Code chapter 490 prohibits a foreign corporation from doing business in Iowa unless it registers with the secretary of state, which requires providing the street and mailing addresses of the foreign corporation’s registered office in Iowa and the name of the corporation’s registered agent at that office. The Code specifies that a corporation’s registered agent is “the corporation’s agent for service of process, notice, or demand required or permitted by law to be served on the corporation.”
In interpreting this statute, the Court recognized the “strongly held and frequently repeated principle that we strictly construe statutes providing extraordinary methods of securing jurisdiction over nonresidents.” From that principle, the Court reasoned that the relevant portions of Iowa Code chapter 490 do not mention “consent,” “jurisdiction,” or any synonyms. The Iowa Code contains many other provisions that do mention those terms, and thus, “if the legislature had chosen to require consent to personal jurisdiction from every foreign corporation that registers and appoints an agent in Iowa, the legislature could have said so in the same express terms.” This conclusion, the court explains, is consistent with decisions from courts in Colorado, Illinois, Nebraska, New Mexico, New York, Wisconsin, and Georgia.
The Court rejected Kelchner’s first argument by reiterating that while service is a necessary element to bring a defendant into the court’s power, it is not sufficient without a defendant being first capable of being brought within the Court’s power through the constitutional due process limitations and independent source of law requirements.
As for Kelchner’s second argument, the Court acknowledged that the Eighth Circuit did find an implied consent requirement when interpreting Minnesota’s similar law because “[t]he whole purpose of requiring designation of an agent for service is to make a nonresident suable in the local courts.” However, the Court declined to apply that approach for two reasons. First, it reiterated that under the plain language of the statute, the Iowa legislature chose not to require consent to personal jurisdiction. Second, the Court disagreed with the Eighth Circuit’s reasoning because Iowa Code chapter 490 requires the agent of a foreign corporation to receive not only service of process, but also any notices or demands that are required or permitted by law.
Conclusion
Under the Iowa Supreme Court’s plain language interpretation of Iowa Code chapter 490, foreign corporations that comply with the chapter’s requirements to do business in Iowa do not thereby consent to personal jurisdiction in Iowa. Rather, the actions of foreign corporations must meet traditional constitutional due process requirements or otherwise consent to personal jurisdiction in Iowa.
For More Information
Contact John F. Fatino for more information at 515-288-6041. Shay A. Slifka assisted in the preparation of these materials.