Originally from:
Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Hardcover
Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Electronic
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CHAPTER 77
CIVIL PROCEDURE ISSUES
Section
§ 77.01 Civil Procedure
§ 77.02 --Jurisdiction
§ 77.03 -- Subject Matter Jurisdiction
§ 77.04 -- Personal Jurisdiction
§ 77.05 -- Venue
§ 77.06 -- Process
§ 77.07 --Special Evidentiary Problems for Corporations
§ 77.08 --Business Records
§ 77.01 Civil Procedure
A corporation is generally treated the same as a natural person in
matters of civil procedure. As a result, a corporation has been considered
the equivalent of a person,1 party,2 plaintiff,3 and defendant4 in
interpreting the applicability of procedure statutes. Courts in essence will
deem a statute to apply to a corporation where it is within the purpose
and intent of the law.5
The corollary to this is, of course, that where the application of the
statute to corporations is incongruous or strained, it should not be
interpreted to include corporations. In this vein, courts have refused to
apply statutes relating to personal injuries to a corporation.6
Another fundamental issue relating to civil procedure of
corporations is whether state or federal law controls in federal court.
The Supreme Court determined in Erie Railroad v. Tompkins7 that
federal law governs procedure and state law determines substantive law.
Accordingly, issues of corporate governance are covered by the state.
§ 77.02 --Jurisdiction
The threshold question in every lawsuit is whether a court has
jurisdiction over the action. Jurisdiction is the authority to decide a case.8
The court must have both subject matter and personal jurisdiction. The
ability to maintain or defend an action in a particular court is not affected
by an entity’s corporateness. Most jurisdictional and procedural issues
involving corporations have been statutorily codified, which has largely
settled many previously uncertain issues. Also, most states have civil
procedure provisions that have largely become settled law. These issues
were formerly controlled by common law.
Roger J. Magnuson is a Partner at Dorsey and Whitney, LLP, where he serves as Head of the National Strategic Litigation Group and has practiced since 1973. He has been recognized as one of the top trial lawyers in the United States by major national and international publications, including Chambers International Guide to American Lawyers, which profiles the top 500 trial lawyers in the United States, Best Lawyers in America, Who's Who in American Law, and Who's Who in America. Mr. Magnuson was also recognized by a Journal of Law and Politics' survey for Judge's Choice "Wins Most Cases."
Some high profile cases that he has litigated include representation of the Florida Senate in the Bush v. Gore election controversy in 2000; and representation of the Plaintiffs in the widely publicized and studied Mall of America case. For several years he has represented, among other persons and entities, the Minnesota Twins and Major League Baseball principals and players in litigation; and has litigated national and local cases in federal and state court venues. He has appealed before the Supreme Court in a number of cases; as well as the Minnesota Supreme Court. He has authored several articles and 7 books.
Richard A. Saliterman is a Principal in Saliternan & Siefferman P.C., a full-service firm in Minneapolis established in 1976. Mr. Saliterman is a leading expert on corporate business matters, and is the author of several publications on business start-ups, franchises, and trademarks. Mr. Saliterman is the former National Judge Advocate for the U.S. Navy League, based in Washington D.C.
Contributing Editor:
Amanda Chang
Contributing Authors:
Alecia Anderson
Seth Back
John Baker
Shannon Berg
Constatin Burachek
Benjamin Carpenter
Ryan Check
Carl Christensen
Peter Fear
Michael Frasier
Aaron Hall
Catherine Hanson
Paul Harman
Amy Ithlan
Michael Kern
Chris Kuhlman
Brett Larson
Joshua Lederman
Karen Lundquist
James Magnuson
Jennifer Mead
Rao Menier
Heidi Miller
Rachael Moxon
Oliver Nelson
Scott Peitzer
Mitchell Skinner
Jonathan Stechmann
Lael Weinberger
Jonathan Wilson
Alex Zumbulyadis