Venue and Selection of Registered Agents for Corporate Defendants
ABSTRACT: The Missouri Supreme Court recently clarified that a non-Missouri plaintiff’s personal injury claim must be filed in the county of the corporation’s current, not past, registered agent. This ruling avoids the doubt and uncertainty that would arise if a plaintiff claimed that the injury occurred when the corporation held a registered agent in a potentially less favorable venue.
An August 15, 2023, Missouri Supreme Court decision, State ex rel. Monsanto v. Mullen, provides corporate defendants with more certainty and flexibility regarding the venue for lawsuits brought by out-of-state tort plaintiffs. Between 2017 and 2021, six plaintiffs had filed five independent tort claims alleging personal injuries from exposure to the Monsanto corporation’s herbicide Roundup. Those lawsuits were consolidated and set for a single trial. In the ongoing Monsanto Roundup litigation, the Court provided clarification of Missouri’s venue statute, Mo. Rev. Stat. § 508.010.5(1), in ruling on Monsanto’s writ of prohibition, which challenged the lower court’s ruling that the cases should be tried in the city of St. Louis. At the heart of the dispute was the question of whether, when a plaintiff is first injured outside of Missouri, venue in the Missouri courts is proper in the county where the defendant’s registered agent was based when the injury first occurred; or whether the case belongs in the county where the defendant’s registered agent is based at the time the lawsuit is filed. The Supreme Court ruled that the latter interpretation is correct.
The underlying cases were filed in the Circuit Court of the City of St. Louis and Monsanto sought a writ of prohibition following an unsuccessful attempt to have the cases transferred to St. Louis County. (For the uninitiated, state courts in the City of St. Louis are generally regarded as more hospitable to plaintiffs than the courts in St. Louis County.) All plaintiffs alleged being first injured outside the state of Missouri by exposure to the herbicide, at a time when Monsanto’s registered agent was based in the City of St. Louis. Plaintiffs argued, and the Circuit Court agreed, that because the injuries first occurred when Monsanto’s then-registered agent was located in the City of St. Louis, that is where venue properly belonged. Monsanto unsuccessfully argued that the location of its registered agent at the time the lawsuits were filed determined the proper venue.
After the circuit court rejected a motion by Monsanto to reconsider its ruling, Monsanto filed its writ of prohibition, seeking to have the venue ruling reversed. The Missouri Supreme Court entered a preliminary writ and agreed to hear the case.
In its ruling, the Supreme Court focused on the language of section 508.010(5), stating that where an injury first occurs out-of-state, “venue shall be in any county where a defendant corporation's registered agent is located.” The Court noted that venue is to be determined in Missouri strictly by statute, and the Court’s primary goal is to determine the statute’s legislative intent by review of the plain language. In reviewing the plain language of the statute, the Court held that the proper venue for a tort claim filed by a non-resident plaintiff against a corporate defendant is to be determined at the time of filing the lawsuit. It explained that use of the present tense is consistent with both Missouri and other jurisdictions’ statutes referencing the date of filing. The Supreme Court thus ordered that four of the five cases be transferred from the City of St. Louis to St. Louis County. (In the fifth case, Monsanto had failed to timely file a motion to have the case transferred.)
The Monsanto ruling underscores that the selection of a corporation’s registered agent is not merely a ministerial task and should not be taken lightly. The location of that agent’s office will be determinative as to venue for a corporate defendant defending an out-of-state plaintiff’s tort claim. After proper consideration and consultation with counsel, a corporation might strategize selection of the registered agent for the defense of future potential or anticipated litigation.