Brown v. PracticeLink LTD
MEMORANDUM OPINION AND ORDER: denying Plaintiff's 6 MOTION to Remand Case to Circuit Court of Mercer County. Signed by Judge David A. Faber on 12/5/2017. (cc: all counsel of record) (btm)
IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF WEST VIRGINIA
CIVIL ACTION NO. 1:17-04086
MEMORANDUM OPINION AND ORDER
Pending before the court is plaintiff’s motion to remand.
ECF No. 6.
For the reasons that follow, plaintiff’s motion is
A. Procedural History
The instant dispute centers on whether plaintiff was
unlawfully terminated and subjected to workplace discrimination
while employed by defendant, PracticeLink, LTD.
at ¶¶ 17-30.
Brian Brown sued PracticeLink on August 25, 2017
in the circuit court of Mercer County, West Virginia.
Defendant removed the action on the basis of
diversity jurisdiction less than a month later.
See ECF No. 1.
Plaintiff filed a motion to remand the case to state court on
October 16, 2017, contending that complete diversity does not
exist because PracticeLink’s principal place of business is West
Virginia, not Missouri.
ECF No. 6.
Reviewing the memoranda of
plaintiff and defendant, see ECF Nos. 7 and 9, the court finds
that complete diversity exists and denies plaintiff’s motion to
B. PracticeLink, LTD
According to its internet website, PracticeLink is an
online physician recruitment agency connecting physicians and
practitioners “in more than five thousand hospital, medical
groups, and private practices nationwide.”
See ECF No. 6-2.
PracticeLink maintains three offices located in St. Louis,1
Missouri; Louisville, Kentucky; and Hinton, West Virginia.
Affidavit of Kenneth Allman, ECF No. 9-1.
PracticeLink’s internet website lists its address as
Hinton, West Virginia.
See ECF No. 6-2.
The West Virginia
Secretary of State Business and Licensing database indicates
that PracticeLink’s local office address, mailing address,
notice of process address, and principal office address are
located in Hinton.
See ECF No. 6-1.
The database also states
that Kenneth Allman, PracticeLink’s president and secretary,
resides in St. Louis, Missouri.
Allman’s affidavit also
Defendant’s Missouri address is located at 7237 Forsyth
Boulevard. The parties’ briefs and exhibits indicate that this
address is located in St. Louis, Missouri and/or Clayton,
Missouri. For clarity, this court uses St. Louis throughout
this Memorandum Opinion and Order.
declares that he has “always maintained [his] primary office in
PracticeLink’s St. Louis, Missouri office.”
ECF No. 9-1, ¶ 6.
Plaintiff alleges that the St. Louis address is merely
Allman’s home address.
See Plaintiff’s Motion in Support of
Remand at p. 6 (ECF No. 7).
In support, plaintiff includes
photographs of defendant’s Hinton and St. Louis business
It appears that the St. Louis address is a
residential building, while the Hinton address is a commercial
office that includes a “PracticeLink” sign.
Compare ECF No. 6-
3, with ECF No. 6-4.
While PracticeLink’s client files are maintained in Hinton,
WV, the business’ corporate records are kept and maintained in
See Affidavit of Brian Brown, ECF No. 6-6, ¶ 3;
Affidavit of Kenneth Allman, ECF No. 9-1, ¶ 10.
dispute how often Mr. Allman travels to Hinton.
Compare ECF No.
6-6, ¶ 4 (plaintiff: “at least a weekly basis); with ECF No. 91, ¶ 12 (defendant: “every 6-8 weeks”).
As to the workplace of PracticeLink’s corporate officers,
the plaintiff alleges that “the department heads worked from
Hinton” and attaches the Linkedin page of the Director of Human
Resources & People Development at PracticeLink that states she
works in Lewisburg,2 West Virginia, see ECF 6-6 ¶ 3, ECF No. 6-5.
Lewisburg is an estimated 50-minute drive to Hinton, West
The defendant responds that Allman (president and secretary),
the chief financial officer, and chief information officer of
PracticeLink maintain their primary offices in Missouri.
No. 9-1, ¶¶ 6-9.
Finally, the plaintiff includes an article from the
Greenbrier Valley Quarterly where Allman is quoted as follows:
“Moving the business to Hinton was out of necessity.
Being able to hire family members and other people in
the community allowed the business to continue to grow
in a way that wouldn’t have been possible for me in
St. Louis,” Allman says. “It allowed me time, and a
low-cost overhead to learn from my mistakes.” Hinton
gave Allman and PracticeLink a home base in a place
that felt like home . . . . Now, Allman’s employees
span offices in five states, with more than 60 based
in Hinton between PracticeLink and MountainPlex. And
still, Hinton is home, using technology to serve the
needs of health care organizations throughout the
country and around the world. “Putting PracticeLink
in Hinton gave me the support of a small town . . .”
See ECF No. 6-7.
A. Standard of Review
The party invoking jurisdiction bears the burden of proof
that all prerequisites to jurisdiction are satisfied.
v. Columbia Organic Chems. Co., 29 F.3d 148, 151 (4th Cir.
1994)(citing Wilson v. Republic Iron & Steel Co., 257 U.S. 92
Any doubts about the propriety of removal are resolved
in favor of state court jurisdiction and remand.
F.3d at 151 (citing Shamrock Oil & Gas Corp. v. Sheets, 313 U.S.
B. Applicable Law
Federal courts are courts of limited jurisdiction.
III of the U.S. Constitution restricts federal jurisdiction to
claims arising from federal questions and claims that satisfy
28 U.S.C. § 1441, the “removal
statute,” provides that a case filed in state court may be
removed to federal court when the defendant shows that the
federal court has original jurisdiction.
See Mulcahey, 29 F.3d
148, 151 (4th Cir. 1994).
28 U.S.C. § 1332 confers federal jurisdiction over cases
and controversies exceeding $75,000 where diversity exists
between “citizens of different states.”
The phrase “between
citizens of different states” has been interpreted to require
“complete diversity,” i.e., the citizenship of each plaintiff
must be diverse from the citizenship of each defendant.
Caterpillar Inc., v. Lewis, 519 U.S. 61, 68 (1996) (citing
Strawbridge v. Curtiss, 7 U.S. (3 Cranch) 267, 2 L.Ed. 435
In this case, complete diversity hinges on PracticeLink’s
principal place of business.3
Plaintiff contends that
Neither party contests that plaintiff is a resident of West
Virginia, that Practicelink is incorporated under the laws of
Missouri, and that the amount in controversy exceeds $75,000.
PracticeLink’s principal place of business is in West Virginia,
but PracticeLink argues that Missouri is its principal place of
In 2010, the Supreme Court announced the “nerve center
test,” clarifying that a corporation’s “‘principal place of
business' refers to the place where the corporation's high level
officers direct, control, and coordinate the corporation's
Hertz Corp. v. Friend, 559 U.S. 77, 80 (2010); see
also Central West Virginia Energy Co. v. Mountain State Carbon,
LLC, 636 F.3d 101, 107 (4th Cir. 2011) (“In sum, the touchstone
now for determining a corporation's principal place of business
for diversity purposes is the place where the corporation's high
level officers direct, control, and coordinate the corporation's
activities.”) (internal citations and quotations omitted).
While this nerve center will often be “where the
corporation maintains its headquarters,” it must be the place
where significant corporate decisions are made and corporate
policies are set.
Id. at 93; see also Hoschar v. Appalachian
Power, 739 F.3d 163, 172 (4th Cir. 2014) (“We conclude that if a
corporation’s day-to-day operations are managed in one state,
while its officers make significant corporate decisions and set
corporate policy in another, the principal place of business is
Therefore, a “corporation’s day-to-day
operations are not relevant to the nerve center test under
Hoschar, 739 F.3d at 171 (quoting Hertz, 559 U.S. at
In Hertz, the Supreme Court recognized that the nerve
center test could “produc[e] results that cut against the basic
rationale for 28 U.S.C § 1332.”
Id. at 96.
stressed that even “if the bulk of a company's business
activities visible to the public take place in New Jersey, while
its top officers direct those activities just across the river
in New York, the ‘principal place of business’ is New York.”
However, courts should be mindful of attempts at
jurisdictional manipulation as the principal place of business
must be “the actual center of direction, control, and
coordination, . . . and not simply an office where the
corporation holds its board meetings (for example, attended by
directors and officers who had traveled there for the
Id. at 93.
Finally, Hertz recognized the difficulty in determining a
corporation’s nerve center in a globalized society.
Id. at 96-
97 (“[S]ome corporations may divide their command and
coordinating functions among officers who work at several
different locations . . . . That said, our test nonetheless
points courts in a single direction, towards the center of
overall direction, control, and coordination.”).
The Fourth Circuit’s first application of Hertz occurred in
Central West Virginia Energy Co. v. Mountain State Carbon, LLC,
636 F.3d 101 (4th Cir. 2011).
While the day-to-day operations
of Mountain State Carbon occurred in Wheeling, West Virginia,
the Fourth Circuit observed that “a critical mass . . . [s]even
of [defendant’s] eight corporate officers – including its chief
executive officer, chief operating officer, chief financial
officer, and general counsel and secretary” maintained their
offices in Dearborn, Michigan.
Id. at 105-06.
considering Hertz’s focus upon corporate direction and control,
the Fourth Circuit gave no weight to the fact that defendant’s
“day-to-day operations and public interface” were conducted in
Id. at 106.
Thus, the court concluded that Michigan,
not West Virginia was Mountain State Carbon’s principal place of
Important to the instant case, the court disregarded
representations in a newspaper article that
Wheeling was the corporation’s “headquarters” because “materials
[newspaper articles], . . . do not convert Wheeling, West
Virginia into the place where the corporations high level
officers direct, control, and coordinate the corporation’s
Id. at 105 n.2 (quoting Hertz, 559 U.S. at 80)
While the record indicates PracticeLink’s day-to-day
operations are managed in Hinton, West Virginia, its officers
direct, control, and coordinate PracticeLink’s activities from
PracticeLink’s officers (president/secretary, chief
financial officer, and chief information officer) maintain their
primary offices in St Louis.
ECF No. 9-1, ¶¶ 6-9.
that PracticeLink’s Director of Human Resources & People
Development works out of West Virginia, ECF No. 6-6 ¶ 3, does
not overwhelm this “critical mass” of control located in St.
Mountain State Carbon, 636 F.3d at 105-06.
Additionally, the fact that PracticeLink’s president
represented his affection4 for Hinton, West Virginia in the Green
Valley Quarterly makes no legal difference.
See ECF No. 6-7;
Mountain State Carbon, 636 F.3d at 105 n.2 (giving no weight to
representations in a newspaper article, which referred to
Wheeling, West Virginia, as the corporation's headquarters in
light of the Hertz nerve center test).
Finally, plaintiff alleges that because PracticeLink’s
Hinton address is a business location while its St. Louis
address is a residential location, that Hinton should be viewed
as the business’ nerve center.
See Plaintiff’s Motion in
Of note, nowhere in the article is Allman quoted to say West
Virginia is PracticeLink’s home or headquarters.
Support of Motion to Remand at 6 (ECF No. 7).
The court does
The fact that PracticeLink is directed, controlled,
and coordinated from a residential address makes no difference
and does not rise to the level of manipulation discussed in
Hertz 559 U.S. at 97 (examples of manipulation include
“mail drop box, a bare office with a computer, or the location
of an annual retreat”).
The physical character of the
Accordingly, not only do PracticeLink’s corporate
officers direct, control, and coordinate activities from St.
Louis, but PracticeLink’s corporate records are also kept and
maintained in St. Louis.
See Affidavit of Brian Brown, ECF No.
6-6, ¶ 3; Affidavit of Kenneth Allman, ECF No. 9-1, ¶ 10.
Akin to Mountain State Carbon, while the majority of
PracticeLink’s day-to-day operations are conducted in West
Virginia, PracticeLink’s officers “direct, control, and
coordinate the corporation's activities” from St. Louis.
559 U.S. at 80 (2010); see also Mountain State Carbon, LLC, 636
F.3d at 107.
As a result, PracticeLink’s principal place of
business is in Missouri, achieving the necessary complete
diversity for federal jurisdiction in this matter, Caterpillar
Inc., v. Lewis, 519 U.S. 61, 68 (1996), and resulting in the
court’s denial of plaintiff’s motion to remand.
For the reasons above, the court hereby DENIES plaintiff's
motion to remand.
ECF No. 6.
The Clerk is directed to forward a copy of this Memorandum
Opinion and Order to all counsel of record.
IT IS SO ORDERED on this 5th day of December, 2017.
David A. Faber
Senior United States District Judge
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