Abu Dhabi Commercial Bank et al v. Morgan Stanley & Co. Incorporated et al
OPINION AND ORDER: PSERS is dismissed in order to preserve this Court's subject matter jurisdiction. (Signed by Judge Shira A. Scheindlin on 2/1/2013) (ft)
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
ABU DHABI COMMERCIAL BANK, et a!.,
OPINION AND ORDER
08 Civ. 7508 (SAS)
MORGAN STANLEY & CO. INC., MORGAN
STANLEY & CO. INTERNATIONAL LTD.,
MOODY'S INVESTORS SERVICE, INC.,
MOODY'S INVESTORS SERVICE LTD.,
STANDARD AND POOR'S RATINGS
SERVICES and THE MCGRAW HILL
SHIRA A. SCHEINDLIN, U.S.D.J.:
Defendants challenge this Court's subject matter jurisdiction under 28
U.S.C. § 1332 1 on the ground that joinder of the Commonwealth of Pennsylvania
Public School Employees' Retirement System ("PSERS") and the State Board of
Administration of Florida ("FSBA") destroys diversity jurisdiction because PSERS
The relevant provision of Section 1332 creates federal jurisdiction
over civil actions between citizens of different States where the matter in
controversy exceeds $75,000. See 28 U.S.C. § 1332.
and FSBA are arms of their respective States, and not citizens of any state.2
Plaintiffs argue that the Court has supplemental jurisdiction over the claims of nondiverse parties joined under Federal Rule of Civil Procedure 20 and, moreover, that
entities which are citizens of no state do not destroy diversity. In addition they
argue that FSBA is not an arm of the state of Florida. I conclude that joinder of an
arm of the State under Rule 20 destroys diversity jurisdiction, but that only PSERS
is an arm of the state requiring dismissal in order to preserve this Court’s
Section 1367(a) provides in relevant part that:
Defendants raised this motion by letter dated November 26, 2012, to
which plaintiffs responded on December 3, 2012. I heard argument on January 7,
2013 and the parties submitted additional letters in support of their positions on
January 11, 2013. At the Court’s request plaintiff FSBA submitted a third letter on
January 25, 2013.
Federal Rule of Civil Procedure 21 provides that “[o]n motion or on
its own, the court may at any time, on just terms, add or drop a party.” “This Rule
allows the district court to dismiss . . . parties whose presence in the litigation
destroys jurisdiction  if those parties are not indispensable and if there would be
no prejudice to the parties [and] proceed as if the nondiverse parties were never
part of the case.” In re Lorazepam & Clorazepate Antitrust Litig., 631 F.3d 537,
542 (D.C. Cir. 2011).
Familiarity with the background of this case is presumed and is
unnecessary to resolution of the matter at hand.
Except as provided in subsections (b) and (c) . . . in any civil
action of which the district courts have original jurisdiction, the
district courts shall have supplemental jurisdiction over all other
claims that . . . form part of the same case or controversy under
Article III of the United States Constitution. Such supplemental
jurisdiction shall include claims that involve the joinder or
intervention of additional parties.5
Subsections (b) and (c) expressly foreclose supplemental jurisdiction over claims
of non-diverse plaintiffs joined under Rule 19 (for necessary parties), claims of a
non-diverse absentee seeking to intervene as a plaintiff under Rule 24, and claims
against a non-diverse party joined under Rules 14, 19, 20 or 24.6
Arm of the State Analysis
It is well established that “a State is not a ‘citizen’ for purposes of 
diversity jurisdiction.”7 This restriction extends to a plaintiff who is an arm or alter
ego of a state.8 In determining whether an entity was an arm of the state for
diversity purposes, the Supreme Court declined to accept a county’s own
characterization of its relationship with the state of California and instead
conducted “a detailed examination of the relevant provisions of California law –
28 U.S.C. § 1367(a).
See id. § 1367(b), (c).
Moor v. Alameda, 411 U.S. 693, 717 (1973).
beyond simply the generalization contained in . . . the state constitution.”9
Although it did not establish a formal test, the Supreme Court considered six
factors in reaching the conclusion that a California county was not an arm of the
state: (1) whether it had “corporate powers and [was] designated a body corporate
and politic;” (2) whether it “could sue and be sued;” (3) whether it was “a local
public entity in contrast to the State and state agencies;” (4) whether it was “liable
for all judgments against it [and] authorized to levy taxes to pay such judgments;”
(5) whether it could “sell, hold, or otherwise deal in property;” and (6) whether it
was “empowered to issue general obligation bonds payable from county taxes”
which “create no obligation on the part of the State.”10
The Second Circuit has not elaborated on the approach set forth in
Moor for determining whether a governmental entity is a citizen for purposes of
diversity jurisdiction,11 although it has addressed the question. In World Trade
Center Properties, L.L.C. v. Hartford Fire Ins. Co., the court made clear that the
fact that an entity is a “state-created body” with obligations to the state does not
Id. at 719.
See Eastern Savings Bank v. Walker, 775 F. Supp. 2d 565, 569
(E.D.N.Y. 2011) (“The Second Circuit has not written extensively on its approach
for determining whether a governmental entity is a citizen for purposes of diversity
foreclose the possibility of its being a citizen for diversity purposes.12 The Second
Circuit held that the Port Authority was a citizen for diversity purposes where it
was defined under New York Law as “‘a body corporate and politic’” with the
mission of “‘development of public transportation, terminal, and other facilities of
commerce,’” and “‘governed by a board of commissioners, whose resolutions are
essentially legislative acts of the bi-state entity that must be approved by the
governors of both states.’”13 In another case, the Second Circuit found that the
Connecticut Development Authority, which was alleged to be “an agency of the
State of Connecticut” was “a political subdivision of the state that is empowered to
sue and be sued” and therefore was “a citizen of Connecticut for purposes of
diversity of citizenship.”14
Supplemental Jurisdiction Over Non-Diverse Plaintiffs
See 345 F.3d at 162–63.
Id. (quoting Baron v. Port Auth., 271 F.3d 81, 83 (2d Cir. 2001)
(citing N.Y. Unconsol. Law §§ 6403-07, 7151-52)). The court also found that the
fact that the entity had been treated as a political subdivision of the state and
denied sovereign immunity weighed against finding it was an arm of the state. See
N.Y. Life Ins. Co. v. Conn. Dev. Auth., 700 F.2d 91, 95 n.5 (2d Cir.
1983) (citing Illinois v. City of Milwaukee, 406 U.S. 91, 97 (1972)).
Joinder of Non-Diverse Plaintiffs Under Rule 20 Destroys
This case involves plaintiffs joined under Rule 20 and therefore is not
explicitly excluded from supplemental jurisdiction under Section1367(a). In
Exxon Mobil Corp. v. Allapattah Services, the Supreme Court authorized exercise
of supplemental jurisdiction over plaintiffs joined under Rule 19 who did not
independently meet the amount-in-controversy requirement.15 The Court
specifically noted that “[n]othing in the text of § 1367(b) . . . withholds
supplemental jurisdiction over the claims of plaintiffs permissively joined under
Rule 20 . . . .”16 However, the Court distinguished incomplete diversity, which it
held “destroys original jurisdiction with respect to all claims, so there is nothing to
which supplemental jurisdiction can adhere.”17
If this statement in Exxon left any doubt as to whether supplemental
jurisdiction exists over the claims of non-diverse plaintiffs, in Merrill Lynch & Co.
v. Allegheny Energy, Inc., the Second Circuit clarified that “a defect of [diversity,
as opposed to amount-in-controversy] eliminates every claim in the action,
including any jurisdictionally proper action that might otherwise have anchored
See 545 U.S. 546 (2005).
Id. at 560.
Id. at 554.
original jurisdiction, and removes the civil action from the purview of § 1367
altogether.”18 In short, both the Supreme Court and the Second Circuit have held
that the presence of a non-diverse plaintiff “deprives the court of original
jurisdiction over the entire action.”19 Therefore, joinder of a non-diverse party,
whether under Rule 19 or Rule 20 would destroy this Court’s subject matter
Joinder of Non-Citizen Plaintiffs Violates the Complete
Plaintiffs argue that the above conclusion does not resolve the issue of
whether PSERS and FSBA must be dropped from the case. They raise the
See 500 F.3d 171, 179 (2d Cir. 2007) (emphasis added) (citing Exxon,
545 U.S. at 564 (“[T]he presence in the action of a single plaintiff from the same
State as a single defendant deprives the district court of original jurisdiction over
the entire action.”)). The Second Circuit explained that “[t]he reason for the
different treatment of these two § 1332 requirements is found in their differing
purposes. The purpose of the amount-in-controversy requirement, on one hand, is
fulfilled by a single claim of sufficient importance to warrant a federal forum and
is not negated by additional, smaller claims. A failure of diversity, on the other
hand, contaminates the action, so to speak, and takes away any justification for
providing a federal forum.” Id.
Exxon, 545 U.S. at 564.
See Merrill Lynch, 500 F.3d at 179 (“It is now apparent that the
contamination theory furnishes limitations on joinder in certain circumstances that
may well extend beyond the restrictions listed in § 1367(b).”); id. (“[J]oinder of [a
citizen of the same state as a defendant] does not fall within any such exception. A
leading practice treatise says “parties that are joined under Rules 19 and 20 ... must
independently satisfy the jurisdictional requirements.”).
seemingly novel argument that the “contamination theory” is inapplicable to
joinder of parties that are not technically citizens of any state, and certainly are not
citizens of the same state as defendants (i.e. non-diverse). While there is some
logic to their argument,21 every court to address the question, including the Second
Circuit, has held that the initial inclusion of an arm of the state destroys complete
diversity where it would otherwise exist and plaintiffs cite no case in support of
their argument.22 Therefore, joinder of an arm of the state would defeat diversity
Exxon merely held that “the presence . . . of a single plaintiff from the
same State as a single defendant deprives the district court of original jurisdiction
over the entire action.” 545 U.S. 562 (emphasis added). The court in Merrill
Lynch noted that “[t]he Supreme Court d[id] not define the reach of the
contamination theory . . . but instead relie[d] on the Court’s consistent construction
of the complete diversity rule.” Merrill Lynch, 500 F.3d at 179. It is not obvious
that joinder of entities which are not citizens of any state implicate the
contamination theory that is the basis for the restriction on joinder of non-diverse
parties. Moor v. Alameda held only that a state or arm of the state may not form
the basis for federal diversity jurisdiction. 411 U.S. at 717 (“There is no question
that a State is not a ‘citizen’ for purposes of the diversity jurisdiction.”). By the
same token, as non-citizens, these entities do not obviously destroy federal
diversity jurisdiction where it otherwise exists. The contamination theory is
premised on the idea that “there is no justification for providing a federal forum
where there are non-diverse parties on both sides of the lawsuit.” Exxon, 545 U.S.
at 562. To the extent that these arms of the state were citizens, they would
unquestionably be diverse from defendants. Thus, one might argue that the fact
that they are not citizens at all should not destroy federal jurisdiction, just as the
fact that they are not citizens cannot create it.
See, e.g., World Trade Center Props., L.L.C. v. Hartford Fire Ins. Co.,
345 F.3d 154, 161 (2d Cir. 2003) abrogated on other grounds in Wachovia Bank v.
Schmidt, 546 U.S. 303 (2006) (“Defendant Port Authority presents a closer
question on jurisdiction because it is a state-created body, thereby raising the
Whether the FSBA Is an Arm of the State for Diversity Purposes
Plaintiffs concede that PSERS is an arm of Pennsylvania. Therefore,
in light of the foregoing conclusions, it must be dismissed. However, plaintiffs
dispute that the FSBA is an arm of the state of Florida. Although federal law
governs the analysis of when an entity is an arm of the state for diversity purposes,
Florida law governs this Court’s understanding of the FSBA’s relationship to the
State, federal law governs the analysis of when an entity is an arm of the state for
possibility that it is a not a “citizen” of any state, the effect of which would be to
destroy diversity.”); Long v. District of Columbia, 820 F.2d 409, 416 (D.C. Cir.
1987) (holding that, absent dismissal of the District of Columbia, federal diversity
jurisdiction would be lacking in suit against a diverse co-defendant); Chisholm v.
United of Omaha Life Ins. Co., 514 F. Supp. 2d 318, 322 (D. Conn. 2007) (finding
that the inclusion of a state agency as a defendant “destroy[ed] complete
diversity”); Tomback v. UnumProvident Corp., No. 05 Civ. 3157, 2005 WL
2596449, at *3 (N.D. Cal. Oct. 13, 2005) (finding no diversity jurisdiction due to
inclusion of the California Commissioner of Insurance in a suit against diverse
insurers); Batton v. Georgia Gulf, 261 F. Supp. 2d 575, 583 (M.D. La. 2003)
(finding that “[n]owhere is there any provision allowing diversity jurisdiction
where a non-citizen state is a party”); Jakoubek v. Fortis Benefits Ins. Co., 301 F.
Supp. 2d 1045, 1049 (D. Neb. 2003) (finding that “[s]ince the State defendants are
not citizens, they and the plaintiff cannot be citizens of different states” for the
purposes of Section 1332); Wilkerson v. Missouri Dep’t of Mental Health, 279 F.
Supp. 2d 1079, 1080 (E.D. Mo. 2003) (“The inclusion of a Missouri state agency
as a defendant . . . destroys the required diversity of citizenship”).
See Moor, 411 U.S. at 718-19 (looking to California law to determine
the status of a California county for purposes of resolving, under federal law,
The FSBA is a creation of Florida law tasked with “invest[ing] all . . .
funds specifically required by law to be invested by the board.”24 “The [FSBA]
may invest any funds of any state agency, any state university or college, any unit
of local government [et cetera] . . . pursuant to the terms of a trust agreement [with
the head of the relevant entity]” subject to approval by the Board.25 It is the duty of
the FSBA to “see that the moneys [it invests on behalf of various state and local
entities] are at all times handled in the best interests of the state.”26
The question whether the FSBA is sufficiently distinct from the state
to render it a Florida citizen is a difficult one. The FSBA is charged with investing
on behalf of state and municipal entities, and is closely aligned with the state. For
example, the FSBA is accounted for in the State of Florida’s audited financial
statements as a “blended component unit” meaning “either (1) the component
unit’s governing body is substantively the same as the governing body of the state
or (2) the component unit provides services entirely, or almost entirely, to the state
or otherwise exclusively, or almost exclusively, benefits the state even though the
whether it was a citizen of California for diversity purposes).
Fla. Stat. Ann. § 215.44(1).
Id. § 215.44(2)(a)(1).
component unit does not provide services directly to the state.”27
However, the Florida Supreme Court opined on the question, albeit
over fifty years ago, and, until that decision is overturned, its interpretation of
Florida law largely settles the matter. As a Florida District Court applying the
factors set forth in Moor held, “[t]he Florida Supreme Court has characterized the
FSBA as a ‘body corporate’ which is distinguishable from the State of Florida.”28
In Holland v. Watson, the court recognized that “the duties of the [FSBA] are in
Summary of Significant Accounting Policies, Comprehensive Annual
Financial Report of the State of Florida for the fiscal year ended June 30, 2011, at
f. The Governmental Accounting Standards Board (“GASB”) summary states
that because blended component units are “so intertwined with the primary
government that they are, in substance, the same as the primary government” the
units should essentially be “reported as part of the primary government.”
Government Accounting Standards Board, Summary of Statement No. 14 at 1,
http://www.gasb.org/st/summary/gstsm14.html. See also Treadstone Capital
Mgmt, L.P. v. TBTW Holdings, No. 09 Civ. 1099, 2010 WL 1038653, at *4 (W.D.
Mich. Mar. 18, 2010) (holding that the FSBA was an arm of the state for diversity
State Bd. of Admin. of Florida v. Rite Aid Corp., No. 04 Civ. 209, at
*6 (N.D. Fla. Sept. 19, 2000) (citing Holland v. Watson, 14 So. 2d 200 (Fla. 1943)
(holding that the BSA was empowered to retain separate counsel from the Attorney
General and was not a traditional executive department notwithstanding the fact
that the Governor, Treasurer and State Comptroller were the titular heads of the
Board) and State v. State Bd. of Admin., 25 So.2d 880, 881 (Fla. 1946)
(recognizing FSBA as corporate body in context of whether it was authorized to
issue refunding bonds)). The Florida District Court relied on the factors set forth
the main fiscal” and were “previously performed by the counties and special road
and bridge districts and are in no way related to the duties imposed on the officers
of the administrative departments by the Constitution and the statute.”29 Holland
also held that “[t]he very fact that [the Florida Constitution] creates the Board a
body corporate with power to sue and be sued . . . would seem to foreclose the
question [of whether it is authorized to employ counsel to assist it].”30
More recently the Florida Supreme Court characterized the FSBA as a
“state fiscal agency.”31 However, the Second Circuit made clear that the fact that
Holland, 14 So. 2d at 202.
Id. at 203. The court recognized that “[t]his rule may not apply . . .
when the members act in their official capacity and perform public duties” but
noted that here, “all acts are performed in its corporate capacity and are in no sense
related to their duties as state officers.” Id. Thus, the holding in Florida State Bd.
of Admin. v. Alliance Capital Mgmt., L.P., that FSBA had brought the case “in its
official capacity as a state agency carrying out one of its statutory purposes,” does
not answer the question whether the FSBA may be a citizen of Florida under the
test set out in Moor. No. 02 Civ. 1104, 2003 WL 22719563, at *1-2 (Fla. Cir. Ct.,
Leon Cty. Jan. 21, 2003).
State v. Division of Bond Fin. of the Dep’t. of Gen. Servs., 278 So.2d
614, 616 (Fla. 1973). Accord Alliance Capital Mgmt., 2003 WL 22719563, at *1-2
(holding that “[t]he State Board of Administration is charged with investing and
reinvesting funds of the State Retirement System” and is “clearly” an “‘agency’ as
defined by section 119.011(2), Florida Statutes”). In addition, the FSBA’s
Corporate Governance Principles state that it is “an agency of Florida state
government that provides a variety of investment services to various governmental
entities.” FSBA Corporate Governance Principles & Proxy Voting Guidelines,
March 2012, at 1.
an entity is characterized as a state agency does not foreclose the possibility that
the entity is a citizen for diversity purposes.32 Moreover, although the Board of the
FSBA is composed of the Governor, the State Chief Financial Officer and the State
Attorney General,33 the Florida Supreme Court noted that “in performing the duties
[of fiscal administration] laid on them, the members of the Board act without
reference to their duties as state officers” and the Board “might have been
composed of three teachers, three preachers, three doctors, or three sheriffs.”34
In addition, the FSBA has the ability to sell, hold or otherwise deal in
property including the power to “execute . . . agreements relating to real, personal
and mixed property, services, commodities and capital outlay items required for
the day-to-day operations of the Board . . . [and to] negotiate, enter into and
execute contracts and agreements to carry out the administrative, investment and
See N.Y. Life Ins. Co., 700 F.2d at 95 n.5.
See Fla. Stat. Ann. § 215.44(1). Under the Second Circuit’s sovereign
immunity analysis this might ordinarily suggest that the FSBA is an arm of the
state. See McGinty v. New York, 251 F.3d 84, 96 (2d Cir. 2001) (finding the fact
that “officers are designated by statute,” the “state comptroller serves as
administrative head [and trustee],” the “state attorney general serves as legal
advisor” and “the System is subject to supervision by the state superintendent of
insurance” who is “appointed by the governor with the advice and consent of the
senate” suggested that the entity was an arm of the state) (internal citations
Holland, 14 So. 2d at 202.
debt functions of the Board.”35 It has the power to “make purchases, sales,
exchanges, investments, and reinvestments for and on behalf of” the funds it
manages for state and local entities.36 With these obligations comes the right to
bring suit as well as the ability to be sued, in its own name, in court.37
The weight of Florida authority, both state and federal, dictates that,
while closely aligned with the state of Florida, the FSBA is separate for the
purposes of diversity jurisdiction. This is consistent with Second Circuit and
Supreme Court case law holding that corporate status and the ability to sue and be
sued in its own capacity renders an entity a citizen for diversity purposes.38 The
Fla. Admin. Code Ann. R. 19-3.016.
Fla. Stat. Ann. § 215.44(1).
See e.g., Florida State Bd. of Admin. v. Law Eng’g & Envtl. Servs.,
Inc., 262 F. Supp. 2d 1004, 1010 (D. Minn. 2003) (diversity suit brought by the
FSBA, represented by a private law firm, based on its investment in a Minnesota
building against engineering firm hired to evaluate buildings condition).
The guidance of the Supreme Court and two Second Circuit cases
addressing this exact question makes it unnecessary to resort to Second Circuit
cases addressing the related but distinct question of sovereign immunity. See
McGinty, 251 F.3d at 96 (setting forth six factor test considering: (1) how the
entity is referred to in its documents of origin; (2) how the governing members are
appointed; (3) how the entity is funded; (4) whether the entity’s function is
traditionally one of local or state government; (5) whether the state has a veto
power over the entity’s actions; and (6) whether the entity’s financial obligations
are binding upon the state). I find that the factors set forth in Moor and loosely
applied by the Second Circuit provide sufficient guidance. When applied by the
Florida District Court they led to the conclusion that inclusion of the FSBA does
decision to exercise jurisdiction over the FSBA is made easier by the knowledge
that, if the FSBA's citizenship is appealed post-judgment and the court of appeals
disagrees with my conclusion, it has the power to dismiss the FSBA while
preserving the judgment as to the other concededly diverse parties. 39
F or the foregoing reasons, PSERS is dismissed in order to preserve
this Court's subject matter jurisdiction.
New York, New York
not destroy diversity jurisdiction.
See Curley v. Brignoli, Curley & Roberts Assoc., 915 F .2d 81, 88-89
(2d Cir. 1990) ("[C]ircuit courts have the power, even after judgment has been
rendered below, to dismiss a dispensable party whose presence prevents statutory
diversity jurisdiction" as long as dismissal will not prejudice the remaining parties
to the litigation) (citing Newman-Green, Inc. v. AlJonzo-Larrain, 490 U.S. 826, 109
(1989)). The Second Circuit rested its decision on Federal Rule of Civil Procedure
21, which states that "[m]isjoinder of parties is not ground for dismissal of an
action. Parties may be dropped or added by order of the court on motion of any
party or on its own initiative at any stage of the action and on such terms as are
just." See id at 89. The Second Circuit held that "dismissal is particularly
appropriate [where] it spares [other] plaintiffs  prejudice ... without impacting in
any unfairly adverse manner upon defendants." Id
- Appearances For Plaintiffs:
Patrick J. Coughlin, Esq.
Daniel S. Drosman, Esq.
Jessica T. Shinnefield, Esq.
Jarrett S. Charo, Esq.
Darryl J. Alvarado, Esq.
Robbins Geller Rudman & Dowd LLP
655 West Broadway, Suite 1900
San Diego, CA 92101-3301
Samuel H. Rudman, Esq.
Robbins Geller Rudman & Dowd LLP
58 South Service Road, Suite 200
Melville, NY 11747
Luke O. Brooks, Esq.
Jason C. Davis, Esq.
Robbins Geller Rudman & Dowd LLP
Post Montgomery Center
One Montgomery Street, Suite 1800
San Francisco, CA 94104
Additional Attorneys for Plaintiff State Board of Administration of Florida:
Marc I. Gross, Esq.
Tamar A. Weinrib, Esq.
Pomertantz Haudek Grossman & Gross LLP
100 Park Avenue
New York, NY 10017
For Defendants Morgan Stanley & Co. Incorporated and Morgan Stanley & Co.
James P. Rouhandeh, Esq.
Antonio J. Perez-Marques, Esq.
William R. Miller, Jr., Esq.
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
For Defendants Moody’s Investors Service, Incorporated and Moody’s Investors
Joshua M. Rubins, Esq.
James J. Coster, Esq.
Mario Aieta, Esq.
James I. Doty, Esq.
Satterlee Stephens Burke & Burke LLP
230 Park Avenue, 11th Floor
New York, NY 10169
Mark A. Kirsch, Esq.
Christopher M. Joralemon, Esq.
Joel M. Cohen, Esq.
Lawrence J. Zweifach, Esq.
Mary K. Dunning, Esq.
Gibson, Dunn & Crutcher, LLP
200 Park Avenue, 48th Floor
New York, NY 10166
For Defendants Standard & Poor’s Rating Services and The McGraw-Hill
Floyd Abrams, Esq.
Dean I. Ringel, Esq.
Charles A. Gilman, Esq.
Tammy L. Roy, Esq.
Jason M. Hall, Esq.
Cahill Gordon & Reindel LLP
80 Pine Street
New York, NY 10005
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