Navy Fed. Credit Union v. LTD
Navy Fed. Credit Union v. LTD
Opinion of the Court
In this action, Plaintiff Navy Federal Credit Union ("Navy Federal") alleges that it sold certain accounts to Defendant Advantage Assets II, Inc. ("AAII") pursuant to a written contract, and that AAII subsequently resold those accounts to Defendant Debt Management Partners, LLC ("DMP") in violation of that contract, after which DMP allowed holders of those accounts to be subjected to unscrupulous debt-collection activities. DMP has filed a Motion to Dismiss [Doc. 55] ("the Motion") on the basis that the Court lacks subject matter jurisdiction.
I. BACKGROUND
Navy Federal alleges the following, which the Court assumes to be true for the purpose of the Motion:
Navy Federal is a federally chartered, not-for-profit credit union based in Vienna, Virginia. [Doc. 52 at 1, 6]. Historically, Navy Federal has not sold its members' accounts to any third parties. Id. at 2. However, on April 30, 2012, it sold certain of its accounts to AAII pursuant to a Consumer Loan Purchase and Sale Agreement ("the CLPSA"). Id. The CLPSA, which was structured to protect Navy Federal's members from harassment and to protect Navy Federal's reputation, prohibited AAII from transferring accounts to any other third party without Navy Federal's consent. Id.
Nevertheless, on September 20, 2018, AAII sold the accounts to DMP through AAII's agent, LTD Financial Services, LP ("LTD"), without notifying Navy Federal of the transfer. Id. DMP subsequently sold some of those accounts to other parties, including to Defendant Bayview Solutions *892LLC ("Bayview"). Id. at 2-3. Thereafter, Navy Federal learned that some of the holders of the transferred accounts had been subjected to "improper, unfair, deceptive, misleading, aggressive, intimidating, and/or harassing tactics and practices from debt collectors who purported to be acting with respect to the Accounts." Id. at 2. Navy Federal promptly demanded that AAII, LTD, and DMP do something to stop these tactics. Id. at 3. Upon receiving this demand, LTD's Chief Executive Officer and President admitted that AAII and LTD failed to notify Navy Federal of the transfer and obtain its consent, which was required by the CLPSA. Id. However, these Defendants refused to take any action until after Navy Federal filed this suit. Id. After this suit was filed, AAII and LTD reacquired some of the transferred accounts but still allowed Bayview to retain 322 of the accounts. Id. The holders of those 322 accounts continue to be subjected to the alleged improper debt-collection practices. Id.
Plaintiff filed this action on November 16, 2018, and then filed a six count Amended Complaint on December 17, 2018. [Docs. 1, 52]. Counts One through Five allege various breaches of the CLPSA by AAII and LTD. Id. at 12-17. Count Six alleges that Bayview intentionally made defamatory statements concerning Navy Federal to the account holders by "expressly stat[ing] or impl[ying] that Bayview and its debt collectors, agents, or contractors, were acting as Navy Federal's agents or that Navy Federal sponsored, approved of, or was connected to the unlawful conduct." Id. at 18. All six counts seek relief pursuant to Virginia law. Id.
Navy asserts jurisdiction solely under
II. LEGAL STANDARD
A motion to dismiss under Fed. R. Civ. P. 12(b)(1) places the burden on the plaintiff, as the party asserting jurisdiction, to prove that federal jurisdiction is proper. White v. CMA Const. Co., Inc. ,
A defendant may also challenge "the existence of subject matter jurisdiction in fact, quite apart from any pleadings." Mortensen v. First Fed. Sav. and Loan Ass'n ,
III. ANALYSIS
As a threshold matter, DMP contends that here is a lack of complete diversity on the ground that Navy Federal is a "cooperative association," rather than a corporation, and therefore that it is a citizen of every state in which one of its millions of members is a citizen, some whom are citizens of the same states as the defendants. [Doc. 150 at 2]. However, according to the plain language of the statute under which they are created, federal credit unions are corporations. See
Having established that Navy Federal is a corporation, the Court must next decide two interdependent questions, neither of which has been previously considered by the Supreme Court or the Fourth Circuit: (1) whether
A.
Navy Federal first argues that it is a citizen of Virginia pursuant to
First, the text and structure of Section 1332(c) suggest that the provision applies only to state-chartered corporations. In relevant part, the text states, "a corporation shall be deemed to be a citizen of every State and foreign state by which it has been incorporated and of the State or foreign state where it has its principal place of business."
*895A business organized as a corporation, for diversity jurisdiction purposes, is "deemed to be a citizen of any State by which it has been incorporated" and, since 1958, also "of the State where it has its principal place of business." § 1332(c)(1).State banks, usually chartered as corporate bodies by a particular State, ordinarily fit comfortably within this prescription. Federally chartered national banks do not, for they are not incorporated by "any State." For diversity jurisdiction purposes, therefore, Congress has discretely provided that national banks "shall ... be deemed citizens of the States in which they are respectively located." § 1348.
Wachovia Bank v. Schmidt ,
Section 1332(c)'s legislative history further supports the conclusion that § 1332(c) does not apply to federal credit unions. Prior to 1958, federal law was silent as to how to determine the citizenship of corporations for purposes of assessing federal diversity jurisdiction; and over the years, in the absence of congressional direction, the Supreme Court's approach to corporate citizenship had shifted. The Court first held in 1809 that corporations were not "persons" capable of maintaining citizenship, and therefore that diversity jurisdiction was to be assessed by considering the citizenship of every member of the corporation. See Bank of U.S. v. Deveaux ,
The available legislative history also reveals that Congress's passage of the 1958 Amendment was intended to reduce the number of cases in the federal courts. See, e.g. , S. Rep. No. 1830, at 3 (1958) ("In adopting this legislation, the committee feels that it will bring the minimum amount in controversy up to a reasonable level by contemporary standards and that it will ease the workload of our Federal courts by reducing the number of cases involving corporations which come into the Federal district courts on the fictional premise that a diversity of citizenship exists."); H.R. Rep. No. 1706, at 2-3 (1958). The Amendment raised the amount-in-controversy requirement from $ 3,000 to $ 10,000 and curbed the types of cases that could be removed from state court. See James W. Moore & Donald T. Weckstein, Corporations and Diversity of Citizenship Jurisdiction: A Supreme Court Fiction Revisited ,
In enacting the "principal place of business" provision in § 1332(c), Congress specifically sought to eliminate federal jurisdiction over corporations that operated in a single locality yet incorporated in a different state to manufacture federal jurisdiction. The legislative history specifically mentions that Congress had the Supreme Court's precedent in Marshall and subsequent cases in mind and indeed sought to abrogate them. It did so to prevent corporations that were essentially local in nature from manufacturing federal jurisdiction by incorporating in a different state:
This fiction of stamping a corporation a citizen of the State of its incorporation has given rise to the evil whereby a local institution, engaged in a local business and in many cases locally owned, is enabled to bring its litigation into the Federal courts simply because it has obtained a corporate charter from another State.... It appears neither fair nor proper for such a corporation to avoid trial in the State where it has its principal place of business by resorting to a legal device not available to the individual citizen.
S. Rep. No. 1830 at 4. Thus, the provision was designed to "eliminate those corporations doing a local business with a foreign charter" from federal diversity jurisdiction, but not foreign-chartered corporations "which do business over a large number of states." Id. at 5. In doing so, § 1332(c) sought to create a simple rule that would also "prevent frauds and abuses of the Federal jurisdiction by corporations primarily local in character." Id. at 10 (statement of Rep. Celler). See also, e.g., id. at 4, 5, 10, 20; H.R. Rep. No. 1706, at 9 (statement of Joseph F. Spaniol) ("One of the principal aims of these proposals is to alleviate the crowded conditions in the district courts which have been prevalent for the last decade by eliminating the filing of cases which concern controversies purely local in nature, though one of the parties may be a corporation chartered in another State ....").
When Section 1332(c) was enacted in 1958, the state of the law as to federally *897chartered corporations had diverged completely from that of state-chartered corporations. Early in their history, the federal courts had jurisdiction over many federally chartered corporations because their federal charters alone created federal question jurisdiction. See Osborn v. Bank of the United States , 22 U.S. (9 Wheat.) 738, 823,
After Congress sharply reduced the availability of federal question jurisdiction over federally chartered corporations, some such corporations attempted to invoke diversity jurisdiction instead. In 1916, however, the Supreme Court held in Bankers' Trust Co. v. Texas & Pacific Railway Co. , a case involving a federally chartered railroad corporation, that the corporation in that case was "not a citizen of any state."
Against this legal background, Congress passed the 1958 Amendment, which included § 1332(c). Further, after the passage of the 1958 Amendment, courts have continued to apply the Bankers' Trust rule. See, e.g., Petrousky v. Civil Air Patrol, Inc. ,
Surely, Congress was aware of the law concerning federally chartered corporations at the time that it passed § 1332(c). However, aside from a non-substantive mention in an appendix, § 1332(c)'s legislative history does not contain a single reference to federally chartered corporations or the law governing them. See [Doc. 151 at 19]. It thus appears that Congress never considered the possibility that § 1332(c) would or should be read to alter federal *898court jurisdiction over federal corporations. Moreover, reading § 1332(c) to create a new basis of jurisdiction over federally chartered corporations (jurisdiction on the basis of a federal corporation's principal place of business) would directly contravene Congress's primary purpose to reduce the caseload in the federal courts, which motivated the passage of both § 1332(c) and the measures reducing federal jurisdiction over federally chartered corporations. Given the discussions that are reflected in the legislative history, one would expect some indication that Congress wished to significantly reverse the progress it had made in reducing the number of diversity cases involving state corporations on the federal docket by simultaneously expanding federal jurisdiction over federal corporations.
Finally, Congress's subsequent passage of legislation providing for state citizenship of specific types of federally chartered corporations confirms that Congress never intended § 1332(c) to apply to federal corporations. In 1971, Congress passed a statute providing that farm credit banks, federal land bank associations, production credit associations, and other entities in the Federal Farm Credit System are to be considered citizens of the states in which their "principal office is located." Pub. L. No. 92-181, § 5.24,
More recently, Congress has also passed statutes establishing that the Rural Telephone Bank, Amtrak, and the Telecommunications Development Fund are to be considered citizens only of the District of Columbia.
For the above reasons, the Court concludes that § 1332(c) does not apply to federally chartered corporations and therefore, for purposes of assessing whether diversity of citizenship exists between the parties, does not make Navy Federal a citizen of Virginia or any other state based on the location of its principal place of business.
B. Navy Federal Is Not a Citizen of Virginia Under the "Localization" Test
Navy Federal further argues that, if § 1332(c) does not apply, it is still a citizen of Virginia under the "localization" exception to the general rule that federally chartered corporations are not citizens of any state. [Doc. 151 at 25]. Forty years after the Supreme Court decided Bankers' Trust , and simultaneous with Congress's consideration and passage of the 1958 Amendment, a narrow exception to the Bankers' Trust rule known as the localization doctrine was created. The doctrine was first created by an Oregon district court in 1956. See Elwert v. Pacific First Fed. Sav. & Loan Ass'n ,
In assessing the credit union's citizenship, the Third Circuit recognized that prior precedent held that federal corporations are not citizens of any particular state for diversity purposes, but found that an exception was warranted, given that the credit union in the case was a "peculiarly local institution of a single community in the state of New Jersey."
Insofar as the citizenship concept is applicable at all to a corporation, its invocation to relate such a membership corporation as we have here to the place where its members live or work and its business is required to be transacted is logical. Moreover, local bias in favor of local persons and institutions in controversies with strangers, a principal justification for diversity jurisdiction, is more likely to be present in the case of a corporation thus localized in fact than one which is connected with the state only in the formal sense of having been incorporated there. If citizenship is to be attributed to any corporation for diversity purposes, it makes sense to apply it in this situation.
Neither Congress nor the Supreme Court has recognized the localization doctrine, but it has "won general acceptance in various federal courts" after its adoption by the Third Circuit in Feuchtwanger . Arlington Cmty. Fed. Credit Union v. Berkley Reg'l Ins. Co. ,
In Feuchtwanger the credit union in question restricted its operations to one particular community within the state of New Jersey. Feuchtwanger found localization and, thus, diversity. However, ... the district court felt constrained in extending its analysis past those facts found in Feuchtwanger. We believe that this is too restrictive an application of the localization test.... Determining whether a federal corporation is localized for diversity purposes should not be simply a question as to whether that corporation's activities are exclusive to one state. Such an evaluation should involve a more expansive investigation into the corporation's business. A variety of factors are relevant to this inquiry, such as the corporation's principal place of business, the existence of branch offices outside the state, the amount of business transacted in different states, and any other data providing evidence that the *900corporation is local or national in nature. This more expansive approach comports with diversity jurisdiction's purpose of avoiding any possible bias favoring the party from the state in which the state court proceeding is brought.
Neither Navy Federal nor the Defendants question the validity or applicability vel non of the localization doctrine and its subsequent development after Feuchtwanger. Nevertheless, the Court concludes that diversity jurisdiction cannot be established except on the terms set forth in § 1332(c). Federal district courts are courts of limited jurisdiction; and their subject matter jurisdiction is limited to that provided by Congress. See U.S Const. art. III, § 1. Having found that this Court does not have diversity jurisdiction under § 1332(c), there is no other basis upon which to exercise diversity jurisdiction.
Even assuming that Feuchtwanger was correctly decided (and that there is therefore a narrow "localization" exception to the general rule that federal corporations have no state citizenship), Navy Federal is not sufficiently localized in Virginia to be eligible for the exception. It has substantial operations and membership is a number of states outside of Virginia; its activities are not "confined to a single state," Bankers' Tr. ,
For the above reasons, the Court lacks subject matter jurisdiction over this action.
IV. CONCLUSION
Accordingly, it is hereby
ORDERED that Defendant Debt Management Partners, LLC's Motion to Dismiss *901[Doc. 55] be, and the same hereby is, GRANTED; and this action is dismissed without prejudice for lack of subject matter jurisdiction; and it is further
ORDERED that Defendant LTD Financial Services, L.P.'s Rule 12(b)(6) Motion to Dismiss Plaintiff's Amended Complaint Counts One Through Five [Doc. 48]. Defendant LTD Financial Services. L.P.'s Re-Filed Rule 12(b)(6) Motion to Dismiss Plaintiff's Amended Complaint Counts One Through Five [Doc. 63], Defendant Advantage Assets II, Inc.'s and LTD Financial Services, L.P.'s Rule 12(b)(6) Motion to Dismiss or Strike Plaintiff's Claims for Trebled or Punitive Damages Under Breach of Contract Claims [Doc. 66], Defendant Bayview Solutions, LLC's Rule 12(b)(6) Motion to Dismiss Count Six of the Amended Complaint [Doc. 71], and Defendant Bayview Solutions. LLC's Rule 12(b)(6) Motion to Dismiss or Strike Plaintiff's Claim for Trebled or Punitive Damages Under Count Six of the Amended Complaint [Doc. 72] be, and the same hereby are, DENIED as moot.
The Clerk is directed to forward copies of this Order to all counsel of record.
DMP and the other Defendants have also filed motions to dismiss for failure to state a claim. See Defendant LTD Financial Services, L.P.'s Rule 12(b)(6) Motion to Dismiss Plaintiff's Amended Complaint Counts One Through Five [Doc. 48], Defendant LTD Financial Services, L.P.'s Re-Filed Rule 12(b)(6) Motion to Dismiss Plaintiff's Amended Complaint Counts One Through Five [Doc. 63], Defendant Advantage Assets [ ]. Inc.'s and LTD Financial Services, L.P.'s Rule 12(b)(6) Motion to Dismiss or Strike Plaintiff's Claims for Trebled or Punitive Damages Under Breach of Contract Claims [Doc. 66], Defendant Bayview Solutions, LLC's Rule 12(b)(6) Motion to Dismiss Count Six of the Amended Complaint [Doc. 71], and Defendant Bayview Solutions, LLC's Rule 12(b)(6) Motion to Dismiss or Strike Plaintiff's Claim for Trebled or Punitive Damages Under Count Six of the Amended Complaint [Doc. 72].
DMP filed the instant Motion on December 18, 2018. [Doc. 55]. DMP argues that the Court lacks personal jurisdiction over DMP and subject matter jurisdiction over the claim.
As to courts that have concluded that § 1332(c) does not apply to federally chartered corporations, see, e.g., Loyola Fed. Sav. Bank v. Fickling ,
See, e.g., Parks Heritage Fed. Credit Union v. Fiserv Sols., Inc. ,
In any event, it appears to the Court that an extension of the localization doctrine beyond the narrow facts in Feuchtwanger contravenes the Supreme Court's holding in Bankers' Trust that a federally chartered corporation that was "incorporated under acts of Congress, not under state laws," and whose "activities and operations [are] not to be confined to a single state, but [are] to be carried on, as in fact they are, in different states." is not a citizen of any state. Bankers' Tr. ,
Reference
- Full Case Name
- NAVY FEDERAL CREDIT UNION v. LTD FINANCIAL SERVICES, LP
- Cited By
- 7 cases
- Status
- Published