Rosenblatt v. Ernst & Young International, Ltd.
Rosenblatt v. Ernst & Young International, Ltd.
Opinion of the Court
MEMORANDUM
Richard Rosenblatt (“Rosenblatt”) appeals the district court’s denial of his motion to remand for lack of diversity jurisdiction his claims against Ernst & Young International, Ltd. (“EYI”), Ernst & Young, LLP (“EY-LLP”), and EY-LLP partner, James Pope (“Pope”). We have jurisdiction over this timely appeal under 28 U.S.C. § 1291 and, for the reasons set forth below, we affirm in part, reverse in part, and remand for further proceedings.
I The District Court Properly Ignored EY-LLP and Pope In Determining the Existence of Diversity Jurisdiction Because They Were “Sham Defendants” Against Whom All Causes of Action Were Time-Barred
EY-LLP and Pope were properly ignored for purposes of diversity jurisdiction because Rosenblatt’s claims against
II Though the District Court Held Correctly That EYI Is a Cayman Islands Corporation, It Did Not Properly Determine EYI’s Citizenship
We uphold as well the district court’s ruling that EYI is a Cayman Islands corporation. Rosenblatt offers no credible evidence to counter the overwhelming indicia of incorporation, particularly EYI’s certificate of incorporation. Nor does the Supreme Court’s decision in Carden v. Arkoma Assoc’s., 494 U.S. 185, 110 S.Ct. 1015, 108 L.Ed.2d 157 (1990), Rosenblatt’s arguments notwithstanding, compel a contrary conclusion.
This holding, however, does not require the coriclusion that EYI is a citizen of the Cayman Islands for purposes of diversity jurisdiction. Under 28 U.S.C. § 1332(c)(1), a corporation is deemed a citizen both of its state of incorporation and its principal place of business. Section 1332 draws no distinction between corporations incorporated within the United States and those incorporated in a foreign state. See Nike, Inc. v. Comercial Iberica de Exclusivas Deportivas, S.A., 20 F.3d 987, 990 (9th Cir. 1994).
The district court seemed to equate EYI’s Cayman Islands citizenship under 28 U.S.C. § 1332(c)(1) with its being a “citizen[] or subject[] of a foreign state” under 28 U.S.C. § 1332(a)(2), the section of the diversity statute under which the district court exercised its jurisdiction. Neither the Constitution nor 28 U.S.C. § 1332 defines “foreign state.” It has generally been held, however, “that a foreign state is one formally recognized by the
This civil procedure tangle may have been of no moment were we able to attribute EYI’s citizenship to a principal place of business other than California, in which case diversity jurisdiction would have been established. The record, however, lacks sufficient evidence from which to make this determination.
CONCLUSION
We affirm the district court’s holding that EY-LLP and Pope should be ignored for purposes of diversity jurisdiction because the claims against them are time-barred. We affirm as well the court’s ruling that EYI is a Cayman Island’s corporation, but reverse its finding that EYI is diverse from Rosenblatt by virtue of its incorporation in the Cayman Islands. The case is remanded for a determination of EYI’s principal place of business.
AFFIRMED IN PART and REMANDED for further proceedings.
The parties shall bear their own costs of this appeal.
This disposition is not appropriate for publication and may not be cited to or by the courts of this circuit except as may be provided by Ninth Circuit Rule 36-3.
. In December 1996, Lloyd's drew $600,000 on Rosenblatt’s letter of credit that he had posted as security for his underwriting obligations. Rosenblatt’s second separately accruing loss occurred in March 1998 when Lloyd’s won a $682,000 judgment against him. Both losses covered asbestos-related claims made against insurance syndicates in which Rosenblatt invested.
. See CIA: The World Factbook-Cayman Islands, available at http://www.cia.govy cia/publications/factbook/.
. Compare Matimak Trading Co., v. Khalily, 118 F.3d 76, (2d Cir. 1997) (holding federal court lacked diversity jurisdiction over Hong Kong corporation because Hong Kong was a British Dependent Territory, not a foreign state, and Hong Kong corporations were not United Kingdom citizens), with Southern Cross Overseas Agencies, Inc. v. Wah Kwong Shipping Group Ltd., 181 F.3d 410 (3d Cir. 1999) (recognizing Hong Kong as United Kingdom subject, and thus diverse, under § 1332(a)(2)), and Wilson v. Humphreys (Cayman) Ltd., 916 F.2d 1239, 1243 (7th Cir. 1990) (finding jurisdiction over Cayman Islands corporation, despite Islands’ dependent territory status: “the exercise of American judicial authority over the citizens of a British Dependent Territory implicates this country’s relationship with the United Kingdom — precisely the raison d'etre for applying alienage jurisdiction.").
The Supreme Court may have taken its first step to resolve this issue by agreeing to review the Second Circuit’s latest application of Matimak to a British Virgin Islands corporation. See Chase Manhattan Bank v. Traffic Stream (BVI), 251 F.3d 334 (2d Cir. 2001) (per curiam) (holding that corporation is not a citizen or subject of a foreign state under § 1332(a)(2)), cert. denied, No. 01-651, 2002 U.S. LEXIS 198 (Jan. 4, 2002).
. While the record reveals a couple of references by EYI to its "principal place of business in London, England,” the parties paid this issue scant attention before the district court and on appeal. Indeed, the court did not address EYI’s principal place of business in either its Order Tentatively Denying Plaintiff's Motion for Remand or in its published opinion, Rosenblatt v. Ernst & Young International, Ltd., 87 F. Supp 2d 1048 (S.D.Cal. 2000). Under these circumstances, we think it prudent to give both the parties and the court an opportunity to fully vet the issue on remand.
Reference
- Full Case Name
- Richard ROSENBLATT v. ERNST & YOUNG INTERNATIONAL, LTD. Ernst & Young, LLP James Pope
- Status
- Published