The sole issue in this appeal is whethera Connecticut court may exercise personal jurisdictionover the defendant in this action, which challenges themanagement of a trust by a trustee bank that is incorporatedin, and has its principal place of business in,New York. The plaintiffs, Barbara Joan Thomason,Jeffrey Corbett, Marjorie Biddle, Peter Corbett, JamesCorbett, David Biddle III, Bridget Biddle, Peter Corbett,Jr., and Reilly Corbett are the beneficiaries of atrust created by Arthur Trowbridge. In a seven countcomplaint, the plaintiffs alleged that the defendant,Chemical Bank (trustee bank), violated its trust obligations,was negligent, and engaged in fraud anddeceit. The trustee bank filed a timely motion to dismiss
[234 Conn. 283]
for lack of personal jurisdiction. The trial courtconcluded that the plaintiffs' cause of action was notsufficiently connected to the trustee bank's activitiesin this state to establish long arm jurisdiction over thebank pursuant to General Statutes § 33-411 (c).1 Ittherefore granted the motion to dismiss and renderedjudgment for the trustee bank. The plaintiffs appealedfrom the judgment of the trial court to the AppellateCourt, and we transferred the appeal to this court pursuantto Practice Book § 4023 and General Statutes§ 51-199 (c). We reverse the judgment of the trial court.
The record reveals the following undisputed facts. OnSeptember 15, 1941, the settlor, Arthur Trowbridge,entered into a trust agreement with the Fulton TrustCompany, which was a predecessor of the trustee bank.The settlor created the trust for the benefit of hisgranddaughter, the named plaintiff, as life tenant, andher issue, the remaining plaintiffs, as remaindermen.
Although the settlor was a resident of Connecticutat the time the trust was established, the trust agreementwas executed in New York and provided that itshould be governed by New York law. The settlor alsodirected that all communications relative to the administrationof the trust be addressed to him at his officein New York, rather than at his home in Darien.
[234 Conn. 284]
Throughout the life of the trust, the assets of the trusthave been held and administered in New York.
After the settlor's death, officers of the trustee bankheld meetings in Connecticut concerning the trust onNovember 6, 1992, May 20, 1993, and September 10,1993. Trustee bank officers also held meetings in Connecticutfrom October, 1981, to September, 1993, concerningother Trowbridge family trusts. At these meetings,the trustee bank was represented by a trust officerand an investment officer. The trustee bank representedthat these meetings had been merely informationalin nature.
The trustee bank is incorporated in New York, whereit has its principal place of business. It has no officesin Connecticut. The trustee bank has, however, placedadvertisements in national publications, including BusinessWeek, the New York Times and the Wall Street Journal,that are distributed in this state. Those advertisementsrepresented, inter alia, that the trustee bankwas "number one for individuals and small andmedium-sized businesses in New York, New Jersey andConnecticut, with 50% more branches than our nearestcompetitor." They also announced that the trustee bankhad merged with the Manufacturers Hanover TrustCompany and described the trustee bank as a "broad-basedfinancial institution" that offered "depth andbreadth of services."
In addition to its advertisements in this state, thetrustee bank has participated, as mortgagee, in a substantialnumber of mortgage transactions in this state
[234 Conn. 285]
and has issued credit cards to a substantial number ofConnecticut residents. In connection with its credit cardbusiness, the trustee bank regularly has sent to Connecticutcustomers statements that included advertisementsfor miscellaneous merchandise. At the time thesuit was filed, all of the plaintiffs were residents ofConnecticut.
On the basis of this evidence, the trial court concludedthat the Connecticut long arm statute did not conferjurisdiction over the case. The trial court first determinedthat the plaintiffs' cause of action did not "aris[e]. . . [o]ut of [a] contract . . . to be performed in thisstate"; General Statutes § 33-411(c)(1); on the groundthat a trust is a conveyance rather than a contract. Thetrial court further determined that the plaintiffs' causeof action did not "aris[e] . . . out of . . . businesssolicited in this state"; General Statutes § 33-411(c)(2);because there was no connection between the trusteebank's solicitation of business in this state and theestablishment of this particular trust by the settlor.
On appeal, the plaintiffs challenge both of the trialcourt's determinations. We conclude that the trial courtmisinterpreted the statutory phrase "arising . . . outof" and therefore construed § 33-411(c)(2) too narrowly.Because the plaintiffs' cause of action adequately"aris[es] . . . out of . . . business solicited in thisstate" for purposes of our long arm statute, andbecause the exercise of personal jurisdiction over thetrustee bank is consistent with the constitutionalrequirements of due process, we reverse the judgmentof the trial court.2
I
The parties agree, as we have previously decided, thata trial court may exercise jurisdiction over a foreign
[234 Conn. 286]
defendant only if the defendant's intrastate activitiesmeet the requirements both of our statute and of thedue process clause of the federal constitution. Frazerv. McGowan, 198 Conn. 243, 252, 502 A.2d 905 (1986);Lombard Bros., Inc. v. General Asset Management Co.,190 Conn. 245, 250, 460 A.2d 481 (1983). The principalfocus of this appeal is on the first requirement. Specifically,the parties disagree about the extent to which ourstatutory formulation of "arising . . . out of" imposeslimitations on jurisdiction that are substantially greaterthan those that would be constitutionally required.
Our existing precedents have addressed, on a case-by-casebasis, the question of whether a plaintiff's causeof action is sufficiently connected to "business solicitedin this state" by a defendant to fall within the requirementsof § 33-411(c)(2). We have not, however, undertakenan analytic overview of the relationship betweenthe statute and the constitution to determine how closelya cause of action must be tied to "business solicited inthis state" before it may be deemed to "aris[e] . . .out of" that business for purposes of the statute.
Because the legislature's use of the "arising out of"language may reflect, to some extent, the use of similarlanguage in the federal cases decided under the dueprocess clause, it is important first to examine the federalconstitutional background against which the statutewas enacted. Read in light of that background, thedecisions of this court, which have been ratified byrecent legislative action, manifest the understandingthat our statute uses the term "arising out of" in a mannerthat is distinguishable from its constitutional origins.We are persuaded, furthermore, that a cause ofaction may be said to "aris[e] . . . out of . . . businesssolicited in this state" pursuant to § 33-411(c)(2)even if the "business" forming the basis of the causeof action — in this case, the settlor's trust accountdeposit — never was solicited in Connecticut.
[234 Conn. 287]
A
We begin our analysis of the "arising out of" languagein § 33-411(c)(2) by reviewing the constitutionalframework in which the statute operates. For our purposes,the most significant aspect of the operative constitutionalprinciples is that, although federalconstitutional law distinguishes between causes ofaction that "arise out of" the defendant's forum-directedactivities and cases that do not "arise out of"such activities, that distinction is not the constitutionaltouchstone for in personam jurisdiction. As a matterof federal constitutional law, state courts> may exercise"specific" personal jurisdiction over a defendant whenevera cause of action "arises out of" the defendant'scontacts with the forum. For the purposes of defining"specific" jurisdiction, federal courts> have construedthe words "arising out of" to require some sort ofcausal connection between the defendant's forum contactsand the plaintiff's injuries. Even when the plaintiffcannot prove such a causal connection, however,a state court still may exercise "general" jurisdictionover a defendant who has had sufficiently continuousand systematic overall business contacts with the state.
The federal due process clause permits state courts>to exercise in personam jurisdiction over a nonresidentcorporate defendant that has "certain minimum contactswith [the forum] such that the maintenance of thesuit does not offend traditional notions of fair play andsubstantial justice. International Shoe Co. v. Washington,326 U.S. 310, 316 [66 S.Ct. 154, 90 L.Ed. 95](1945), quoting Milliken v. Meyer, 311 U.S. 457, 463[61 S.Ct. 339, 85 L.Ed. 278] (1940)." (Internal quotationmarks omitted.) Helicopteros Nacionales de Colombia,S. A. v. Hall, 466 U.S. 408, 414, 104 S.Ct. 1868,80 L.Ed.2d 404 (1984).3 Either "specific" jurisdiction
[234 Conn. 288]
or "general" jurisdiction can satisfy the constitutionalrequirement of sufficient minimum contacts betweenthe defendant and the forum. A state court will have"specific" jurisdiction over a nonresident defendantwhenever the defendant "has `purposefully directed'[its] activities at residents of the forum, Keeton v. HustlerMagazine, Inc., 465 U.S. 770, 774 [104 S.Ct. 1473,79 L.Ed.2d 790] (1984), and the litigation [has]result[ed] from alleged injuries that `arise out of orrelate to' those activities, Helicopteros Nacionales deColombia, S. A. v. Hall, [supra, 466 U.S. 414]."(Emphasis added.) Burger King Corp. v. Rudzewicz,471 U.S. 462, 472-73, 105 S.Ct. 2174, 85 L.Ed.2d528 (1985). Alternatively, "[e]ven when the cause ofaction does not arise out of or relate to the foreigncorporation's activities in the forum State, due processis not offended by a State's subjecting the corporationto its in personam jurisdiction" if the defendant hashad "continuous and systematic general business contacts"with the state. (Emphasis added.) HelicopterosNacionales de Colombia, S. A. v. Hall, supra, 414, 416.
In the context of "specific" jurisdiction, although theUnited States Supreme Court has required the plaintiff'scause of action to "arise out of or relate to" thedefendant's forum-directed activities, that court has notarticulated a standard for what constitutes "arising outof." See Carnival Cruise Lines, Inc. v. Shute,499 U.S. 585, 589, 111 S.Ct. 1522, 113 L.Ed.2d 622 (1991)(declining to reach issue despite having certified it forreview); Helicopteros Nacionales de Colombia, S. A. v.Hall, supra, 466 U.S. 415-16 n. 10 (declining to reachquestion). That court has held only that the availabilityof specific jurisdiction depends on the "`relationship
[234 Conn. 289]
among the defendant, the forum, and the litigation'. . . ." Helicopteros Nacionales de Colombia, S. A.v. Hall, supra, 414; Shaffer v. Heitner, 433 U.S. 186,204, 97 S.Ct. 2569, 53 L.Ed.2d 683 (1977). The lowerfederal courts> have held, however, that because of therequirement that the cause of action "arise out of" thedefendant's contacts with the forum, specific jurisdictionmay not be exercised without some causal connectionbetween the defendant's contacts with the forumand the existence of the plaintiff's lawsuit. See, e.g.,Dobbs v. Chevron U.S.A., Inc., 39 F.3d 1064, 1068 (10thCir. 1994); United Electrical, Radio & Machine Workersof America v. 163 Pleasant Street Corp., 960 F.2d 1080,1088-89 and n. 9 (1st Cir. 1992); Sher v. Johnson,911 F.2d 1357, 1364 (9th Cir. 1990); see also note, "SpecificPersonal Jurisdiction and the `Arise From orRelate To' Requirement . . . What Does It Mean?"50 Wn. & Lee L. Rev. 1265 (1993) (arguing that federalcourts> have employed two different standards ofcausation: the "but-for" test and the "substantive relevance"test); M. Twitchell, "A Rejoinder to ProfessorBrilmayer," 101 Harv. L. Rev. 1465 (1988); L.Brilmayer, "Related Contacts and Personal Jurisdiction,"101 Harv. L. Rev. 1444 (1988); M. Twitchell,"The Myth of General Jurisdiction," 101 Harv. L. Rev.610 (1988); L. Brilmayer, "How Contacts Count: DueProcess Limitations on State Court Jurisdiction," 1980Sup. Ct. Rev. 77.4 By contrast, because general
[234 Conn. 290]
jurisdiction does not require that the cause of action "ariseout of" a defendant's activities, such jurisdiction maybe exercised even when there is no causal connectionbetween the defendant's forum-directed activities andthe plaintiff's lawsuit, as long as the defendant has had"continuous and systematic general business contacts"with the state. (Emphasis added.) Helicopteros Nacionalesde Colombia, S. A. v. Hall, supra, 466 U.S. 415-16.
B
Like the constitutional test that differentiates "specific"from "general" jurisdiction, § 33-411 distinguishesbetween cases that "arise out of" a defendant'sforum contacts and cases that do not arise out of suchcontacts. Unlike the constitution, however, our longarm statute permits the exercise of jurisdiction overonly those cases that "arise out of" a defendant's forumcontacts.5 If the words "arising out of" in the statute hadthe same meaning as those words in the constitutionaltest, the statute would limit our courts> to the exerciseof "specific" jurisdiction and prohibit our courts> fromexercising any "general" jurisdiction. On the basis ofour precedents and confirmatory legislative history,however, we are persuaded that the statute does notentirely preclude the exercise of "general" jurisdictionand that the phrase "arising out of" in the statute,unlike that phrase in the constitutional test, does notrequire a causal connection between the defendant'sforum-directed activities and the plaintiffs' lawsuit.
[234 Conn. 291]
Our previous cases interpreting § 33-411(c) foreclosethe argument that the statute permits only "specific,"but not "general," jurisdiction. In Frazer v. McGowan,supra, 198 Conn. 249, for example, we concluded thatthe trial court, which had refused to exercise jurisdictionpursuant to the analogue of § 33-411(c)(2), hadbeen "mistaken in requiring a causal connectionbetween evidence of solicitation and the plaintiff's causeof action." We further held that § 33-411(c) directs usto inquire "not only into the various elements of theplaintiff's cause of action, spelled out in the various subpartsof subsection (c), but also into the totality of contactswhich the defendant may have with the forum. . . .[I]n enacting § 33-411(c) . . . the legislatureintended to exercise its full constitutional powerover foreign corporations in cases falling within oneof the designated causes of action. Under [§ 33-411(c)],consistent with the constitutional demands of due process,it is the totality of the defendant's conduct andconnection with this state that must be considered, ona case by case basis, to determine whether the defendantcould reasonably have anticipated being haled intocourt here." (Internal quotation marks omitted.) Id.,248-49; accord Lombard Bros., Inc. v. General AssetManagement Co., supra, 190 Conn. 254-55. Our referenceto contacts unrelated to the particular cause ofaction would have relevance only if the statute permitsthe exercise not only of "specific" jurisdiction, but alsoof "general" jurisdiction.6
[234 Conn. 292]
These precedents establish, therefore, that the words"arising out of" have different meanings in the statutoryand constitutional contexts. Although § 33-411(c)(2)requires that the cause of action "arise out of" a defendant'scontacts with this state, it does not require thatthe cause of action and the contacts be causally connected.In this case, therefore, the statute permits theexercise of jurisdiction even if the trustee bank's solicitationin this state was neither the but-for cause northe proximate cause of the plaintiffs' injuries. Cf. Doev. Manheimer, 212 Conn. 748, 757, 563 A.2d 699 (1989)(discussing elements of causation).
We find additional support for this interpretation ofthe statute in recent actions of the legislature. In 1994,the General Assembly reenacted § 33-411(c) as partof a comprehensive revision of our corporations statutesdesigned to bring those statutes into conformitywith the Model Business Corporation Act (Rev. to1985). See Model Business Corporation Act Task Force,Connecticut Business Corporation Act Final WorkingDraft (March 3, 1994). In response, however, to a commentby the secretary of the state that the long armprovision contained in the Model Act was too "narrow"and that the language of § 33-411(c) should be substitutedfor it, the legislature specifically incorporatedthe language of § 33-411(c) into the new act. See PublicActs 1994, No. 94-186, § 193(e); Model BusinessCorporation Act Task Force, supra, § 15.10(e) and ConnecticutCommentary; Joint Standing Committee Hearings,Judiciary, Pt. 6, 1994 Sess., p. 2042, para. 37(comments by office of secretary of the state); compareSubstitute House Bill No. 5712, 1994 Sess., § 193(e)with House Bill No. 5712, 1994 Sess., §§ 190, 192, 193.Our broad statutory interpretation therefore is supported
[234 Conn. 293]
by both our presumption that the legislature isaware of our previous statutory interpretations whenit reenacts a statute; C. R. Klewin, Inc. v. FlagshipProperties, Inc., 220 Conn. 569, 579, 600 A.2d 772(1991); Union Trust Co. v. Heggelund, 219 Conn. 620,626-27, 594 A.2d 464 (1991); Phelps Dodge CopperProducts Co. v. Groppo, 204 Conn. 122, 134,527 A.2d 672 (1987); Turner v. Scanlon, 146 Conn. 149, 156,148 A.2d 334 (1959); and the express action of the legislaturein rejecting a narrower long arm provision. See alsoCato v. Cato, 226 Conn. 1, 5, 626 A.2d 734 (1993)(interpreting long arm statute regarding actions for dissolutionof marriage broadly to effectuate legislativeintent).
C
A comprehensive analysis of § 33-411(c)(2) must,however, go further than demonstrating that the legislaturedid not intend to limit the jurisdiction of our statecourts> only to those cases in which the plaintiff's causeof action has a direct causal relationship to the defendant'scontact points with this state. Our precedentsmake clear that "arising out of" in the statute does notmean the same thing as the "arising out of" in the federalconstitutional test for "specific" jurisdiction. Ourprecedents also establish, however, that the legislaturedid not intend to authorize Connecticut courts> to exercisethe full measure of "general" jurisdiction thatwould have been constitutionally permissible. It is thislatter limitation that we now address.
If the legislature had meant to allow our courts> toexercise the full extent of constitutionally permissiblelong arm jurisdiction, it could have done so explicitly.The California long arm statute, for example, providessimply that "[a] court of this state may exercise jurisdictionon any basis not inconsistent with the Constitutionof this state or of the United States." Cal. Civ.
[234 Conn. 294]
Proc. Code § 410.10 (Deering 1991). Other states havefollowed the California example. See, e.g., Ill. Ann.Stat. c. 735 § 5/2-209(c) (Smith-Hurd 1992); R.I. Gen.Laws § 9-5-33(a) (1985); Wyo. Stat. § 5-1-107(a) (1992).In comparison, our legislature chose to enact and thento reenact a detailed statute spelling out the variouscategories of cases out of which the cause of action hadto "arise" before long arm jurisdiction could be exercised.In the absence of any contrary legislative history,we must assume that these enumerated requirementsare purposeful.7 See Kaeser v. Zoning Board of Appeals,218 Conn. 438, 442-43, 589 A.2d 1229 (1991); Whitev. Burns, 213 Conn. 307, 320, 567 A.2d 1195 (1990);Mingachos v. CBS, Inc., 196 Conn. 91, 98, 491 A.2d 368(1985); see also 1 R. Casad, Jurisdiction in Civil Actions(2d Ed. 1991) § 4.01[b] (arguing that state legislatures'use of "arising out of" language should be viewedas choice not to grant jurisdiction to full extent permissibleunder constitution).
[234 Conn. 295]
Our precedents have interpreted the words "arisingout of" in § 33-411(c)(2) as imposing some constraintson the exercise of jurisdiction that exceed those constraintsimposed by the constitution. In Frazer v.McGowan, supra, 198 Conn. 248-49, for example, weobserved that "in enacting § 33-411(c) . . . the legislatureintended to exercise its full constitutional powerover foreign corporations in cases falling within oneof the designated causes of action." (Emphasis added.)We concluded, in that case, that the plaintiff's causeof action had met the statutory requirement becausethere had been an "adequate connection" between thecause of action and the solicitation of business here.Id., 252.8 Most importantly, we always have held thatthe exercise of long arm jurisdiction in this staterequires a two part inquiry: first, whether jurisdictionis permitted by the statute, and second, whether jurisdictionis permitted by the federal constitution. See,e.g., id., 252; Lombard Bros., Inc. v. General AssetManagement Co., supra, 190 Conn. 250. If the statuteallowed the exercise of all constitutionally permissiblejurisdiction, the first step of this inquiry would not havebeen necessary. Cf. Cato v. Cato, supra, 226 Conn. 5(long arm statute for dissolution actions reaches full
[234 Conn. 296]
extent of constitutionally permissible jurisdiction; consolidatingstatutory and constitutional analysis into singlestep); Jones v. Jones, 199 Conn. 287, 292,507 A.2d 88 (1986) (same).
The words "arising out of" therefore must be interpretedin a manner that reconciles the legislative decisionto impose some limits on constitutionally permittedjurisdiction with its decision not to require a causal connectionbetween the defendant's solicitation here andthe plaintiffs' lawsuit. Our interpretation is as follows.For purposes of § 33-411(c)(2), a plaintiff's "cause ofaction aris[es] . . . out of . . . business solicited inthis state" if, at the time the defendant engaged in solicitationin Connecticut, it was reasonably foreseeablethat, as a result of that solicitation, the defendant couldbe sued in Connecticut by a solicited person on a causeof action similar to that now being brought by the plaintiffs.
Pursuant to our interpretation of the statute, a plaintiffneed not show that, because of the acts of solicitation,the defendant was on notice that it might be suedby the plaintiff himself or herself. A plaintiff similarlyneed not show that the defendant solicited his or herbusiness in Connecticut. A plaintiff need only demonstratethat the defendant could reasonably have anticipatedbeing haled into court here by some person whohad been solicited in Connecticut and that the plaintiff'scause of action is not materially different from an actionthat might have resulted directly from that solicitation.
This interpretation of the statute is consistent withboth of the principles we have discussed. On the onehand, because the statute does not demand proof thata particular plaintiff's business was solicited in Connecticut,the statute does not require proof of a "causalconnection" between the solicitation and the plaintiff'sinjuries. On the other hand, because the statute does
[234 Conn. 297]
demand proof that a particular plaintiff's cause ofaction is similar to a cause of action that could havebeen brought here by a person whose business thedefendant did solicit, the statute is more restrictivethan the federal constitutional test for general jurisdiction,under which this state could have elected toexercise jurisdiction over causes of action whollyunrelated to the defendant's conduct in this forum.
II
We now apply the relevant statutory and constitutionaltests to the facts of this case. We conclude thatboth the statute and the constitution permit the exerciseof long arm jurisdiction over the trustee bank, andwe therefore reverse the judgment of the trial court.
A
Section 33-411(c)(2) provides that "[e]very foreigncorporation shall be subject to suit in this state, by aresident of this state . . . on any cause of action arising. . . out of any business solicited in this state bymail or otherwise if the corporation has repeatedly sosolicited business . . . ." As discussed above, for purposesof the statute, the plaintiffs' cause of action"aris[es] . . . out of" the business solicited in this stateas long as the trustee bank reasonably could have foreseenat the time of its solicitations here that it mightbe sued by a solicited person on a cause of action similarto that brought by the plaintiffs. The record in thiscase establishes both that the cause of action "aris[es]. . . out of" business solicited here, as we have definedthat term, and that the corporation repeatedly has sosolicited business.
The following undisputed facts of record satisfy thestatutory requirement that the cause of action "arise[s]. . . out of . . . business solicited in this state . . . ."The trustee bank placed numerous print advertisements
[234 Conn. 298]
in newspapers and magazines that had substantialcirculations in this state. The advertisements specificallyencouraged Connecticut residents to place awide variety of banking business with the trustee bank.For example, the advertisements represented that thebank had merged with the Manufacturers HanoverTrust Company, that the bank was the "number onebank" for Connecticut businesses and individuals, andthat the bank was a "broad-based financial institution."At the time the trustee bank placed the advertisements,therefore, it was foreseeable that one or more Connecticutresidents would respond to the advertisements byopening a trust account with the trustee bank andthereafter would sue in Connecticut for the misadministrationof that trust. Because the plaintiffs' cause ofaction is similar to one that foreseeably could have beenbrought as a result of the trustee bank's solicitationhere, the plaintiffs' cause of action adequately satisfiesthe statutory "arising out of" test.
Moreover, the trustee bank "repeatedly so solicitedbusiness" in this state. In addition to the advertisementsdirected here, the bank has performed a substantialnumber of mortgage transactions in this state andhas a large credit card business here. Like the activitiesof the defendant hospital in Frazer, the trusteebank's activities can be characterized as "affirmativemeasures designed to attract Connecticut" customersin that they constitute the creation of "an organizationalnetwork that is likely to prompt a significantnumber of Connecticut" residents to place business withthe bank. Frazer v. McGowan, supra, 198 Conn. 251-52.The trustee bank reasonably could foresee that,by advertising here, providing credit cards and takingmortgages from Connecticut residents, it woulddevelop customer relationships that would lead to awide range of banking business with those customers.See id.
[234 Conn. 299]
It is of no moment that the trustee bank's acts ofsolicitation in Connecticut substantially postdate thecreation of the particular trust that is the subject ofthis lawsuit. The relevant inquiry under the statute isnot whether the trustee bank could have foreseen itsamenability to suit in Connecticut by the plaintiffs whenit accepted the settlor's business, but whether it couldhave foreseen its amenability to suit in Connecticut bypersons raising claims similar to those of the plaintiffswhen it solicited those persons' business in Connecticut.Jurisdiction may be exercised pursuant to § 33-411even though the defendant was not reasonably able toforesee the exercise of such jurisdiction at the time thatit engaged in the activities that make it subject to thestatute. See Carvette v. Marion Power Shovel Co.,157 Conn. 92, 98, 249 A.2d 58 (1968) (approving exerciseof long arm jurisdiction pursuant to § 33-411 eventhough acts of defendant that made it subject to statutehad occurred before statute was enacted).
B
"Once it is determined that there is an adequate connectionbetween the [defendant's] act of solicitation andthe plaintiff's cause of action to satisfy the requirementsof § [33-411](c)(2), the long-arm statute authorizesthe exercise of jurisdiction if such an exercisecomports with the principles of due process." Frazerv. McGowan, supra, 198 Conn. 252. On the facts of recordin this case, we are persuaded that the trial courtconstitutionally may exercise general jurisdiction overthe trustee bank.9
[234 Conn. 300]
Although the trustee bank has no offices in this state,it conducts a substantial credit card business here, regularlysolicits general banking business here and holdstitle (as mortgagee) to a substantial amount of realproperty in Fairfield county. By virtue of these activities,the trustee bank "has been carrying on in [Connecticut]a continuous and systematic, but limited, part of itsgeneral business";10 Perkins v. Benguet ConsolidatedMining Co., 342 U.S. 437, 438, 72 S.Ct. 413, 96L.Ed. 485 (1952); and the exercise of general jurisdictionover the trustee bank is therefore both "reasonableand just." Id., 445, 447-48 (general jurisdictionmay be exercised over corporation whose president performedmultiple business activities in Ohio); see alsoL. Brilmayer, J. Haverkamp, B. Logan, L. Lynch, S.Neuwirth & J. O'Brien, "A General Look at GeneralJurisdiction," 66 Tex. L. Rev. 723, 741-48 (1988); cf.Helicopteros Nacionales de Colombia, S. A. v. Hall,supra, 466 U.S. 416-17 (no general jurisdiction overforeign corporation that had merely purchased goodsand services in forum and received check drawn onbank in forum).
[234 Conn. 301]
In sum, we conclude that § 33-411 permits, and thatthe due process clause does not preclude, the exerciseof long arm jurisdiction over the trustee bank.
The judgment of the trial court is reversed and thecase is remanded to that court for further proceedingsconsistent with this opinion.
In this opinion the other justices concurred.
1. General Statutes § 33-411 provides in relevant part:"SERVICE OF PROCESS ON FOREIGN CORPORATION. . . . (C) Everyforeign corporation shall be subject to suit in this state, by aresident of this state or by a person having a usual place ofbusiness in this state, whether or not such foreign corporationis transacting or has transacted business in this state andwhether or not it is engaged exclusively in interstate or foreigncommerce, on any cause of action arising as follows: (1) Out ofany contract made in this state or to be performed in this state;or (2) out of any business solicited in this state by mail orotherwise if the corporation has repeatedly so solicitedbusiness, whether the orders or offers relating thereto wereaccepted within or without the state; or (3) out of theproduction, manufacture or distribution of goods by suchcorporation with the reasonable expectation that such goods areto be used or consumed in this state and are so used or consumed,regardless of how or where the goods were produced, manufactured,marketed or sold or whether or not through the medium ofindependent contractors or dealers; or (4) out of tortiousconduct in this state, whether arising out of repeated activityor single acts, and whether arising out of misfeasance ornonfeasance." On January 1, 1997, this section of the General Statutes willbe superseded by an identical provision contained in § 193(e) of Public Acts 1994, No. 94-186, the Connecticut BusinessCorporation Act. See Public Acts 1994 No. 94-186, §§ 214 and215.
2. In light of our disposition of the case, we need notaddress the plaintiffs' claim that the trust also should bedeemed to be a "contract . . . to be performed in this state"pursuant to § 33-411(c)(1).
3. If the nonresident defendant is an individual, a statecourt constitutionally may exercise jurisdiction over thatdefendant even if he or she does not have the "minimum contacts"with a state necessary for the exercise of long arm jurisdiction,if he or she is served with process while actually within theterritory of the state. Burnham v. Superior Court of California,495 U.S. 604, 618-19, 110 S.Ct. 2105, 109 L.Ed.2d 631 (1990)(plurality opinion).
4. Some
5. All aspects of our long arm statute restrict the exerciseof jurisdiction to cases that "arise out of" a defendant's forumcontacts. For example, § 33-411(b) provides that "[e]veryforeign corporation which transacts business in this state inviolation of section 33-395 or 33-396 shall be subject to suit inthis state upon any cause of action arising out of suchbusiness." (Emphasis added.) See also General Statutes§ 33-411(c).
6. The same precedents preclude the inference that thelegislature used the words "arising out of" in order todistinguish, for purposes of the constitutional test for specificjurisdiction, between cases that "arise out of" a defendant'scontacts and cases that merely "relate to" those contacts. Seefootnote 4. If the phrases have different purposes in theconstitutional test, it is apparently because the "arising outof" phrase requires a causal connection between the lawsuit andthe defendant's contacts with the forum, but the "relating to"phrase does not require such a causal connection. See footnote 4.As already noted, however, our statute does not require a causalconnection between the lawsuit and the defendant's forum-directedactivities. Thus, the use of "arising out of" in our statutecannot have been intended to limit our
7. The legislative history on this point is not particularlyhelpful. Section 33-411(c) originally was enacted in 1959 as partof the comprehensive revisions to the corporations code. Almostall of the other corporations code revisions enacted at thattime, including the language in § 33-411(a) and (e), weretaken from recommendations made by a special legislative taskforce. See Connecticut Commission on Revision of the CorporationLaws, Proposed Revision of Stock and Foreign Corporation Laws(1958) § J-9. The language now contained in § 33-411(c),however, did not appear in the commission's recommendations. Seeid. We have been unable to determine how that language came to beincorporated in the bill introduced into the legislature;Substitute Senate Bill No. 329, 1959 Sess., § 131; thateventually was enacted. Furthermore, we have been unable tolocate any committee testimony or floor debate that sheds lighton the 1959 legislative intent in using the "arising out of"language. The 1994 legislative history demonstrates that the legislaturereenacted the language of § 33-411(c) because it believed thelong arm provision of the Model Business Corporation Act to betoo narrow. See part I B of this opinion. We have been unable tolocate any committee testimony or floor debate, however, thatspecifically discusses the meaning of the "arising out of"language or discusses whether the language of § 33-411(c)reached the full extent of constitutionally permissiblejurisdiction.
8. In Frazer v. McGowan, supra, 198 Conn. 251, we concludedthat the defendant hospital, which was located in Rhode Island,had "solicited business" in Connecticut in that it had grantedadmitting privileges to physicians, including the plaintiff'sphysician, who were licensed to practice in Connecticut. Wefurther concluded that the plaintiff's cause of action had"arisen" from business solicited in Connecticut on the basis ofthe following analysis: "The named plaintiff's cause of action inthis case arose from repeated solicitation conducted by [thedefendant] Hospital through the use of such a network. [The namedplaintiff's doctor] treated the named plaintiff in Connecticutand arranged for him to enter [the defendant] Hospital byexercising his admitting privileges there. It was during thishospitalization that the allegedly tortious conduct that formsthe basis for the plaintiffs' suit occurred. The hospital wasaware that the named plaintiff's doctor maintained offices inConnecticut. Indeed, it appointed him to its medical staff onlyafter he had received his license to practice medicine in thisstate." Id., 252.
9. In light of our disposition of this case, we need notdecide whether the trustee bank "has `purposefully directed'[its] activities at residents of the forum . . . and thelitigation [has] result[ed] from alleged injuries that `arise outof or relate to' those activities"; Burger King Corp. v.Rudzewicz, supra, 471 U.S. 472; such that the trial
10. We reach this determination without deciding whether thetrustee bank could be deemed to be "transacting business" in thisstate pursuant to General Statutes §§ 33-396, 33-397 and 33-411(b).See Perkins v. Benguet Consolidated Mining Co., 342 U.S. 437,445, 72 S.Ct. 413, 96 L.Ed. 485 (1952) (foreign corporation mayhave continuous and systematic business contacts with forum forpurposes of constitutional test even if, under state statute,those contacts do not constitute transacting business under statelaw).