Quality Resources, Inc. v. Pfizer Inc.

Filing 13

MEMORANDUM AND ORDER: IT IS HEREBY ORDERED that plaintiffs motion to remand [Doc. #9] is denied. Signed by District Judge Carol E. Jackson on 10/20/2014. (KMS)

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF MISSOURI
EASTERN DIVISION
QUALITY RESOURCES, INC.,
Plaintiff,
vs.
PFIZER, INC.,
Defendant.

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Case No. 4:14-CV-1149 (CEJ)

MEMORANDUM AND ORDER
This matter is before the Court on plaintiff’s motion to remand this action to the
Twenty-First Judicial Circuit Court (St. Louis, Missouri), from which it was removed.
Defendant opposes the motion, and the issues are fully briefed.
I.

Background

On May 2, 2014, plaintiff filed a two-count complaint against defendant Pfizer,
Inc. in the Circuit Court of the County of St. Louis, alleging breach of contract and
tortious interference with contracts and business expectancies.

According to the

complaint, plaintiff is a Missouri corporation and resident of St. Charles County,
Missouri and defendant is a Delaware corporation doing business in St. Louis County,
Missouri. It is further alleged in the complaint that all acts complained of occurred in
Missouri, and defendant’s principal place of business is in Missouri. On June 26, 2014,
defendant removed this action pursuant to 28 U.S.C. §§ 1441 and 1446, contending
that complete diversity exists between the parties, providing a basis for jurisdiction
pursuant to 28 U.S.C. § 1332(a). [Doc. #1, ¶ 10]. Plaintiff filed the instant motion to
remand, asserting that this Court lacks subject-matter jurisdiction because complete
diversity does not exist. Defendant’s memorandum in opposition attached an affidavit
to establish that its headquarters are in New York. [Doc. #11, Ex. 1].

II.

Legal Standard

An action is removable to federal court if the claims originally could have been
filed in federal court. 28 U.S.C. § 1441; In re Prempro Products Liability Litigation, 591
F.3d 613, 619 (8th Cir. 2010). The defendant bears the burden of establishing federal
jurisdiction by a preponderance of the evidence. Altimore v. Mount Mercy College, 420
F.3d 763, 768 (8th Cir. 2005). Any doubts about the propriety of removal are resolved
in favor of remand. Wilkinson v. Shackelford, 478 F.3d 957, 963 (8th Cir. 2007). A
case must be remanded if, at any time, it appears that the district court lacks subjectmatter jurisdiction. 28 U.S.C. § 1447(c); Fed. R. Civ. P. 12(h)(3).
Removal in this case was premised on diversity jurisdiction, which requires an
amount in controversy greater than $75,000, exclusive of interest and costs, and
complete diversity of citizenship among the litigants.1 28 U.S.C. § 1332(a). “Complete
diversity of citizenship exists where no defendant holds citizenship in the same state
where any plaintiff holds citizenship.” OnePoint Solutions, LLC v. Borchert, 486 F.3d
342, 346 (8th Cir. 2007).
III.

Discussion

In the notice of removal, defendant contends that diversity jurisdiction exists
because defendant is incorporated in Delaware and its principal place of business is in
New York, while plaintiff is incorporated and resides in Missouri. In support of remand,
plaintiff points to the following language contained in the contract in dispute:
PFIZER INC [defendant] and its affiliates (collectively, “Pfizer”),
having its principal place of business at 700 Chesterfield Parkway
West, Chesterfield MO 63017.” [Doc. #1-1].
Thus, plaintiff argues, diversity of citizenship is not present.

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The parties do not contend the amount in dispute requirement.

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“In the case of a removed action, diversity [of citizenship] must exist both when
the state petition is filed and when the petition for removal is filed.” Ryan ex rel. Ryan
v. Schneider Nat’l Carriers, Inc., 263 F.3d 816, 819 (8th Cir. 2011) (citing
Koenigsberger v. Richmond Silver Mining Co., 158 U.S. 41, 49-50 (1895)). The time
at which the action is filed for removal is the critical time for determining citizenship.
Stevens v. Nichols, 130 U.S. 230 (1889).

The contract containing the language

plaintiff relies on was executed on October 31, 2008, almost six years before the
commencement of this action. The language in the contract is not determinative of the
parties’ citizenship for purposes of diversity jurisdiction. See Altimore v. Mount Mercy
Coll., 420 F.3d 763, 768 (8th Cir. 2005) (“Whether diversity of citizenship exists is
determined at the time the suit is filed – not when the cause of action arose.”); United
States v. Afremov, 611 F.3d 970 (8th Cir. 2010) (“[P]arties may not enlarge [federal]
jurisdiction by waiver or consent.”).
A corporation is deemed a citizen of every state in which it is incorporated and
the state in which it has its principal place of business. 28 U.S.C. § 1332(c)(1). A
corporation’s principal place of business is its “nerve center” or “the place where a
corporation’s officers direct, control, and coordinate the corporation’s activities.”
Hertz Corp. v. Friend, 559 U.S. 77, 92-93 (2010) (abrogating Capitol Indemnity Corp.
V. Russellville Steel Co., Inc., 367 F.3d 831 (2004) (applying the “total activity” test
to determine principal place of business)). “[I]n practice it should normally be the
place where the corporation maintains its headquarters — provided that the
headquarters is the actual center of direction, control, and coordination.” Id. at 93
(explaining that headquarters are not the principal place of business if they are “simply
an office where the corporation holds its board meetings”).

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Here, defendant has pled facts establishing diversity in its notice of removal.
Furthermore, defendant has submitted the affidavit of its assistant secretary,
identifying Delaware as defendant’s state of incorporation and New York is the location
of defendant’s headquarters where it regularly directs, controls and coordinates its
operations. [Doc. #11-1]. See Hill v. Walker, 167 F. 241, 243 (8th Cir. 1909) (finding
that the foundation for jurisdiction may be pled in the complaint or other supplemental
documents); see also North Star Hotels Corp. v. Mid-City Hotel Assoc., 696 F. Supp.
1265, 1269 (D. Minn. 1988) (“In determining citizenship, the Court may consider
affidavits and sworn documents submitted by the parties.”).

Given the state of

defendant’s incorporation and the location of its nerve center, the fact that defendant
conducts business or has an office in Missouri would not destroy diversity. See Smith
v. Ashland, Inc., 250 F.3d 1167 (8th Cir. 2001) (“[C]itizenship based on the location
of the principal place of business is valid for diversity purposes, and a corporation’s
additional presence in another state does not destroy diversity jurisdiction.”); cf. Reece
v. Bank of New York Mellon, Nos. 12-3526, 13-1245, 2014 WL 3714782, *4 (8th Cir.
July 23, 2014) (stating that residency and citizenship are “not interchangeable”).
Accordingly,
IT IS HEREBY ORDERED that plaintiff’s motion to remand [Doc. #9] is
denied.

___________________________
CAROL E. JACKSON
UNITED STATES DISTRICT JUDGE

Dated this 20th day of October, 2014.

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