Arnegard Holdings, LLC, and Arnegard WW Holdings, LLC, Plaintiffs,
Tri-State Consulting Engineers, Inc., Steven W. Syrcle, Advanced Wastewater Engineering, P.C., and George Miles, Defendants.
ORDER REQUIRING ADDITIONAL DISCLOSURE BY PLAINTIFFS
CHARLES S. MILLER, Jr., Magistrate Judge.
Pending before the court is plaintiffs' motion to remand the above-entitled action to state court. For the reasons stated below, before ruling on the motion, the court will require plaintiffs to disclose the identities and citizenship of the beneficiaries of the trusts discussed below, both (1) at the time of the commencement of this action in state court and (2) at the time of removal.
Defendants removed this action to federal court on October 22, 2013, asserting that this court has federal diversity jurisdiction pursuant to 28 U.S.C. § 1332. On October 24, 2013, plaintiffs Arnegard Holdings, LLC and Arnegard WW Holdings, LLC ("plaintiffs" or "plaintiff LLCs") filed a motion to remand to state court for lack of subject matter jurisdiction, arguing that plaintiffs had failed to show complete diversity between the parties. On December 11, 2013, the court issued an order deferring ruling on the motion to remand and requiring plaintiffs to disclose the identities and citizenship of the members of the plaintiff LLCS. The order explained that the disclosure was required because the court had sufficient information to determine that all defendants were Idaho citizens but lacked sufficient information to determine plaintiffs' citizenship. On December 20, 2013, plaintiffs filed a "Statement of Members and Citizenship of the Plaintiffs" in accordance with the court's order.
According to plaintiffs' statement, the members of the two plaintiff LLCs are identical. Each of the plaintiff LLCs has two members. Those members are also LLCs ("second-tier LLCs"). The members of the second-tier LLCs are two additional LLCs ("third-tier LLCs"). Each third-tier LLC has one distinct member, a trust organized and existing under Arizona law ("member trusts"). The trustee of each member trust is identified as "an individual domiciled in the State of Arizona."
Under 28 U.S.C. § 1332(a), federal district courts have subject matter jurisdiction over civil actions between parties with complete diversity of citizenship where the amount in controversy exceeds $75, 000. Complete diversity exists when no defendant is a citizen of the same state as any plaintiff. OnePoint Solutions, LLC v. Borchert , 486 F.3d 342, 346 (8th Cir. 2007).
As stated in the court's previous order, for purposes of diversity jurisdiction, a limited liability company's citizenship is determined by the citizenship of each of its members. GMAC Commercial Credit LLC v. Dillard Dep't Stores, Inc. , 357 F.3d 827, 829 (8th Cir. 2004). The method for determining a trust's citizenship for purposes of diversity jurisdiction is less clear. The courts that have decided the issue are split, and neither the United States Supreme Court nor the Eighth Circuit has directly addressed the issue.
Courts determining a trust's citizenship for diversity purposes have relied primarily upon two United States Supreme Court decisions, Navarro Savings Association v. Lee , 446 U.S. 458 (1980) and Carden v. Arkoma Associates , 494 U.S. 185 (1990). In Navarro, the Court addressed the issue of whether eight individual trustees of a business trust, suing in their own names, could invoke a federal court's diversity jurisdiction based on their citizenship and without regard to the citizenship of the trust's beneficial shareholders. 446 U.S. at 458. Relying on the proposition established early in the Court's history that "the citizens' upon whose diversity a plaintiff grounds jurisdiction must be real and substantial parties to the controversy, " the Court concluded that diversity could be established based on the citizenship of the trustees, provided that the trustees were the real parties to the controversy. Id. at 460-62 (citing McNutt v. Bland , 2 How. 9, 15, 11 L.Ed. 159 (1844); Marshall v. Baltimore & Ohio R. Co. , 16 How. 314, 328-329, 14 L.Ed. 953 (1854); Coal Co. v. Blatchford , 11 Wall. 172, 177, 20 L.Ed. 179 (1871)). The Court then reaffirmed its decision in Bullard v. Cisco , 290 U.S. 179, 189 (1933), "that a trustee is a real party to the controversy for purposes of diversity jurisdiction when he possesses certain customary powers to hold, manage, and dispose of assets for the benefit of others[, ]" and concluded that diversity could be established based on the citizenship of the eight trustees because they possessed the requisite powers. Navarro , 446 U.S. at 464-65.
Ten years later, in Carden, the Court addressed the issue of whether, in a diversity suit brought by a limited partnership, the limited partnership's citizenship could be established based on the citizenship of the general partners without consideration of the citizenship of the limited partners. 494 U.S. at 186. The Court rejected the argument that the "real party to the controversy" test applied to determine a limited partnership's citizenship and concluded that its prior precedent required that the citizenship of "all of the members" must be considered when determining the citizenship of a non-corporate artificial entity for diversity purposes. Id. at 192-96. Accordingly, the Court held that the citizenship of both the general and limited partners had to be considered. Id. at 195-96. In the decision, the Court distinguished Navarro, stating that "Navarro had nothing to do with the citizenship of the trust, ' since it was a suit by the trustees in their own names." Carden , 494 U.S. at 192-93.
Following Navarro and Carden, lower courts have reached mixed results when determining a trust's citizenship for diversity purposes. Some, relying on Navarro, have concluded that a trust's citizenship is that of its trustees. E.g., Hicklin Engineering, L.C. v. Bartell , 439 F.3d 346, 348 (7th Cir. 2006) (stating that business trust has the citizenship of its trustees); Johnson v. Columbia Properties Anchorage, LP , 437 F.3d 894, 899 (9th Cir. 2006) (same); Homfeld II, L.L.C. v. Comair Holdings, Inc. , 53 F.Appx. 731, 732 (6th Cir. 2002) (same). Others have concluded that under Carden, the citizenship of the beneficiaries must be considered - at least when the trust is a party. E.g., Emerald Investors Trust v. Gaunt Parsippany Partners , 492 F.3d 192, 205 (3d Cir. 2007) ("Emerald Investors"); Riley v. Merrill Lynch, Pierce, Fenner & Smith, Inc. , 292 F.3d 1334, 1337 (11th Cir. 2002), overruled on other grounds, Merrill Lynch, Pierce, Fenner & Smith Inc. v. Dabit , 547 U.S. 71, 88-89 (2006)); Yueh-Lan Wang ex rel. Wong v. New Mighty U.S. Trust , 841 F.Supp.2d 198, 203 (D.D.C. 2012).
In fact, the Third Circuit in Emerald Investors identified four different positions that have been taken by courts or suggested by commentators for determining the citizenship of a trust when it is a party in light of the Supreme Court's decisions Navarro and Carden:
1. consider only the citizenship of the trustees;
2. consider only the citizenship of the ...