Phillip Alvarez v. Mindspeed Technologies, Inc. et al

Filing 22

MINUTES (IN CHAMBERS) ORDER Denying Plaintiff's Motion to Remand 11 by Judge Josephine L. Staton: Accordingly, the hearing on the Motion, set for September 11, 2015, at 2:30 p.m. is VACATED. Having reviewed the briefing, and for the reasons stated below, the Court DENIES Alvarez's Motion. See document for further information. (lwag)

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UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES – GENERAL
Case No. SACV 15-00955-JLS (JEMx)
Title: Philip Alvarez v. Mindspeed Technologies, Inc. et al.

Date: September 9, 2015

Present: Honorable JOSEPHINE L. STATON, UNITED STATES DISTRICT JUDGE
Terry Guerrero
Deputy Clerk
ATTORNEYS PRESENT FOR PLAINTIFF:
Not Present

N/A
Court Reporter
ATTORNEYS PRESENT FOR DEFENDANT:
Not Present

PROCEEDINGS: (IN CHAMBERS) ORDER DENYING PLAINTIFF’S
MOTION TO REMAND (Doc. 11)

Before the Court is Plaintiff Philip Alvarez’s Motion to Remand. (Mot., Doc. 11.)
Defendant Mindspeed Technologies, Inc. filed an Opposition. (Opp’n, Doc. 19.)
Alvarez has not replied.1 The Court finds this matter appropriate for decision without
oral argument. Fed. R. Civ. P. 78(b); C.D. Cal. R. 7-15. Accordingly, the hearing on the
Motion, set for September 11, 2015, at 2:30 p.m., is VACATED. Having reviewed the
briefing, and for the reasons stated below, the Court DENIES Alvarez’s Motion.
I. Background
On March 10, 2015, Alvarez filed this action in Orange County Superior Court
against Mindspeed. (Notice of Removal, Compl., Doc. 1-1.) On April 24, 2015, Alvarez
filed a First Amended Complaint (“FAC”), adding M/A-COM Technology Solutions Inc.
(“Macom”) as a named Defendant. (Notice of Removal, FAC, Doc. 1-7.)
According to the FAC, Alvarez and members of the putative class were
Mindspeed employees who designed and manufactured Mindspeed’s computer hardware
systems. (Id. ¶¶ 3, 8.) The FAC asserts claims for (1) failure to pay overtime
compensation in violation of Cal. Lab. Code §§ 1194, 510; (2) failure to allow and pay
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Plaintiff filed the Motion on July 15, 2014, noticing the hearing for September 11, 2015. In
accordance with the Local Rules, Plaintiff’s reply was due on August 28, 2015. See C.D. Cal.
L.R. 7-10 (allowing a reply brief to be filed no later than fourteen days before the hearing).
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____________________________________________________________________________
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES – GENERAL
Case No. SACV 15-00955-JLS (JEMx)
Title: Philip Alvarez v. Mindspeed Technologies, Inc. et al.

Date: September 9, 2015

for meal and rest breaks in violation of Cal. Lab. Code §§ 226.7, 512; (3) failure to pay
compensation at the time of termination in violation of Cal. Lab. Code §§ 201-203; (4)
failure to provide accurate wage statements in violation of Cal. Lab. Code § 226; (5)
unfair competition in violation of Cal. Bus. & Prof. Code §§ 17200, et seq.; and (6)
violation of the Private Attorneys General Act, Cal. Lab. Code § 2699. (Id. ¶¶ 25-64).
On June 15, 2015, Mindspeed removed the action to this Court on the basis of
diversity jurisdiction. (Notice of Removal ¶¶ 8-14, Doc. 1.) Alvarez filed the present
Motion on July 15, 2015, arguing that the action should be remanded to Orange County
Superior Court based on a lack of diversity jurisdiction. (Mot. at 1.)
II. Legal Standard
When reviewing a notice of removal, “[i]t is to be presumed that a cause lies
outside [the] limited jurisdiction [of the federal courts] and the burden of establishing the
contrary rests upon the party asserting jurisdiction.” Hunter v. Philip Morris USA, 582
F.3d 1039, 1042 (9th Cir. 2009) (quoting Abrego Abrego v. Dow Chem. Co., 443 F.3d
676, 684 (9th Cir. 2006) (quotation marks omitted)). Courts “strictly construe the
removal statute against removal jurisdiction,” and “the defendant always has the burden
of establishing that removal is proper.” Gaus v. Miles, Inc., 980 F.2d 564, 566 (9th Cir.
1992). “Federal jurisdiction must be rejected if there is any doubt as to the right of
removal in the first instance.” Id.
To exercise diversity jurisdiction, a federal court must find complete diversity of
citizenship among the adverse parties, and the amount in controversy must exceed
$75,000. 28 U.S.C. § 1332(a). In determining the citizenship of a corporation for
diversity jurisdiction purposes, “a corporation shall be deemed to be a citizen of every
State . . . by which it has been incorporated and of the State . . . where it has its principal
place of business.” 28 U.S.C. § 1332(c)(1). The party asserting diversity jurisdiction
must prove its citizenship by a preponderance of the evidence. See Gaus, 980 F.2d at 567
(“where [the jurisdictional facts] are not . . . challenged the court may still insist that the
jurisdictional facts be established or the case be dismissed, and for that purpose the court

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____________________________________________________________________________
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES – GENERAL
Case No. SACV 15-00955-JLS (JEMx)
Title: Philip Alvarez v. Mindspeed Technologies, Inc. et al.

Date: September 9, 2015

may demand that the party alleging jurisdiction justify his allegations by a preponderance
of evidence” (emphasis omitted)).
Courts must apply the “nerve center test” to determine a corporation’s principal
place of business. Hertz Corp. v. Friend, 559 U.S. 77, 80-81 (2010). This test directs
courts to look to “the place where the corporation’s high level officers direct, control, and
coordinate the corporation’s activities.” Id. at 80. Typically, this is “the place where the
corporation maintains its headquarters—provided that the headquarters is the actual
center of direction, control and coordination, i.e., the ‘nerve center,’ and not simply an
office where the corporation holds its board meetings . . . .” Id. at 93.
III.

Discussion

It is undisputed that Alvarez is a resident of California and that Mindspeed is a
Delaware corporation. (See FAC ¶ 6; Notice of Removal ¶ 10; Mot. at 1; Opp’n at 1.)
Mindspeed asserts that its principal place of business is Lowell, Massachusetts. (See
Notice of Removal ¶ 12.) Alvarez, on the other hand, argues that Mindspeed’s principal
place of business is Newport Beach, California. (Mot. at 1.) Thus, according to Alvarez,
Mindspeed has failed to satisfy the requirement of complete diversity and this case must
be remanded. (Id.)
“The general rule . . . is that in a suit involving a subsidiary corporation, the court
looks to the state of incorporation and principal place of business of the subsidiary, and
not its parent.” Danjaq, S.A. v. Pathe Commc’ns Corp., 979 F.2d 772, 775 (9th Cir.
1992) (internal quotation marks and citation omitted). Mindspeed has submitted
evidence showing that, on December 18, 2013, Mindspeed became a wholly owned
subsidiary of Macom. (Opp’n at 3, Ex. A at 2, Doc. 19-1.) Mindspeed also has provided
the Court with evidence showing that, following this merger, Mindspeed’s high level
officers were removed and replaced with a new President and CEO, a new Senior Vice
President and CFO, a new Senior Director, Finance, and Treasurer, and a new Vice
President, General Counsel and Secretary. (Opp’n, Ex. B. at 1, Doc. 19-1, Ex. C at 1-2,
Doc. 19-1.) The evidence submitted by Mindspeed further shows that these new

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____________________________________________________________________________
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES – GENERAL
Case No. SACV 15-00955-JLS (JEMx)
Title: Philip Alvarez v. Mindspeed Technologies, Inc. et al.

Date: September 9, 2015

appointees maintain their offices and work in Lowell, Massachusetts. (Opp’n, Decl. of
Clay Simpson ¶¶ 7-8, Doc. 19-1.)
In addition, Mindspeed has submitted the Amended Annual Report, which was
filed with the Oregon Secretary of State on March 4, 2015, just prior to the
commencement of this action. (Opp’n, Ex. D at 1, Doc. 19-1.) The Amended Annual
Report lists Mindspeed’s primary place of business as Lowell, Massachusetts. (Id.)
Finally, and in further support of Mindspeed’s claim that its principal place of business is
in Massachusetts, Mindspeed has submitted a License Agreement dated March 16, 2015,
which also lists Mindspeed’s principal place of business as Lowell, Massachusetts.
(Opp’n, Ex. E at 1, Doc. 19-1.)
Alvarez has submitted to the Court several documents that he claims show that
Mindspeed’s principal place of business is Newport Beach, California. (See Mot. Exs. 19, Doc. 11-1.) However, these documents either predate Mindspeed’s merger with
Macom and the filing of Alvarez’s Complaint, (see, e.g., Exs. 2, 3, Doc. 11-1), or come
from unreliable third party websites with user-generated content. (See, e.g., Exs. 5-9 (a
google search page, a google finance page, a user’s review, a Bing search page, and a
Wikipedia article).) On the other hand, Mindspeed’s evidence is comprised of official
government filings and company contracts. In fact, two of the documents that Alvarez
has submitted actually support Mindspeed’s contention that Mindspeed’s principal place
of business is Lowell, Massachusetts. (See Mot. Exs. 1, 4, Doc. 11-1 (listing an address
for Mindpseed in Lowell, Massachusetts).) Thus, Alvarez has failed to submit any
evidence that would suggest that Mindpseed’s principal place of business was in Newport
Beach, California, at the time Alvarez filed his Complaint.
In light of all of the evidence submitted by the parties, the Court finds that
Mindspeed has met its burden of establishing by a preponderance of the evidence that
Mindspeed’s principal place of business is Lowell, Massachusetts. Accordingly, the
Court finds that Mindspeed has met its burden of establishing diversity jurisdiction, and
thus Mindspeed’s removal was proper.

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____________________________________________________________________________
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES – GENERAL
Case No. SACV 15-00955-JLS (JEMx)
Title: Philip Alvarez v. Mindspeed Technologies, Inc. et al.

Date: September 9, 2015

IV. Conclusion
For the reasons stated above, the Court DENIES Alvarez’s Motion to Remand.

Initials of Preparer: tg

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