IWAPI, Inc. v. MShift, Inc.

Filing 8

ORDER DENYING MOTION TO CONFIRM ARBITRATION AWARD, FOR LACK OF JURISDICTION. Signed by Judge Richard Seeborg on 8/7/13. (cl, COURT STAFF) (Filed on 8/7/2013)

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IN THE UNITED STATES DISTRICT COURT

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FOR THE NORTHERN DISTRICT OF CALIFORNIA

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SAN FRANCISCO DIVISION

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For the Northern District of California

United States District Court

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No. C 13-80131 RS

IWAPI, INC.,
Movant/Plaintiff,
v.
MSHIFT, INC.,

ORDER DENYING MOTION TO
CONFIRM ARBITRATION AWARD,
FOR LACK OF JURISDICTION

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Respondent/Defendant.
____________________________________/

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IWAPI, Inc. initiated this miscellaneous matter to confirm an arbitration award entered in the

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International Court of Arbitration. Pursuant to Civil Local Rule 7-1(b), IWAPI’s motion to confirm

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the arbitration award is suitable for disposition without oral argument, and the hearing set for

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August 15, 2013 is vacated. The motion is denied, on grounds that the Court lacks subject matter

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jurisdiction over this matter. IWAPI contends there is diversity jurisdiction, but it expressly alleges

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that it and MShift, Inc. are both Delaware corporations. That one of the entities maintains its

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principal place of business in California and the other in Colorado does not create diversity. See 28

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U.S.C. §1332(c)(1) (“a corporation shall be deemed to be a citizen of every State and foreign state

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by which it has been incorporated and of the State or foreign state where it has its principal place of

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business . . . .”(emphasis added).); Bank of Calif. Nat’l Ass’n v. Twin Harbors Lumber Co., 465 F.2d

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489, 491-92 (9th Cir. 1972).
IWAPI’s further argument that the parties “contractually agreed” to litigate this matter in

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either state or federal court is unavailing. It is a fundamental and well-settled principle that parties

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cannot create subject matter jurisdiction by consent. See Mitchell v. Maurer, 293 U.S. 237, 244

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(1934) (“lack of federal jurisdiction cannot be waived or be overcome by an agreement of the

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parties.”).1 The Clerk shall close this file.

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IT IS SO ORDERED.

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For the Northern District of California

United States District Court

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Dated: 8/7/13
RICHARD SEEBORG

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UNITED STATES DISTRICT JUDGE

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Perhaps in recognition of this principle, the contractual language to which IWAPI points does not
purport to convey jurisdiction on the federal courts. Rather, the parties merely agreed, as they have
power to do, that venue would be proper in state or federal court in Santa Clara County, and that a
motion to confirm the arbitration award could be confirmed “in any court having jurisdiction
thereof.”

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