Opinion
CIVIL ACTION 01-3669 C/W 02-1457, SECTION: "J" (4)
December 2, 2002
ORDER AND REASONS
Before the Court is Plaintiff's Third Motion to Remand (Rec. Doc. 11), which was set for a November 20, 2002 hearing on the briefs. After considering the pleadings, memoranda and evidence submitted by counsel and the applicable law, the Court concludes that Plaintiff's motion should be DENIED.
BACKGROUND
See No. CIV.A. 01-3669, Rec. Doc. 9, for a summary of the facts underlying the instant lawsuit.
Plaintiff has now filed her third motion to remand, arguing that she has obtained evidence which shows that Seacor's principal place of business is located in Louisiana. Since Plaintiff is a citizen of Louisiana, she contends that complete diversity, as required by 28 U.S.C. § 1332 (a)(1), does not exist in this case. As a result, the Court lacks subject matter jurisdiction under 28 U.S.C. § 1441 (a) and 1332(a)(1), and the case should be remanded to state court. Defendants oppose this analysis arguing that Seacor's principal place of business is in Texas, and thus complete diversity does exist. The resolution of this motion comes down to two issues: (1)whether the evidence submitted by Plaintiff establishes that Seacor's principal place of business is located in Louisiana; and (2)whether Defendants have met their burden of showing that complete diversity exists.
It is uncontested that Seacor is a Delaware corporation.
Plaintiff's motion does not contest that Johnson is a citizen of Texas and General Insurance is a citizen of Washington.
DISCUSSION
Plaintiff has submitted a certificate issued by the Louisiana Secretary of State which details information regarding Seacor's business operations in Louisiana. See No. CIV.A. 01-3669, Rec. Doc. 11, exhibit A. The certificate states that Seacor is a Delaware corporation which qualified to do business in Louisiana on August 28, 1990. It certifies that Seacor's "principal office is 5005 Railroad Avenue, Post Office Box 2291, Morgan City, Louisiana 70381." The certificate further states that "the principal business establishment in Louisiana is 5005 Railroad Avenue, Morgan City, Louisiana 70380." Plaintiff contends that this certificate proves that Seacor's principal place of business, for purposes of 28 U.S.C. § 1332 (c)(1), is located in Louisiana.
However, Plaintiff's reliance on this certificate to show that Seacor is a Louisiana citizen is unfounded. Title 12, sections 304 and 308 of the Louisiana Revised Statutes require that a foreign corporation seeking to qualify to do business in Louisiana must report both its principal business establishment and its registered office in this state. The certificate relied upon by Plaintiff is merely evidence that Seacor complied with the requirements of these Louisiana statutes. The addresses contained in the certificate are Seacor's principal business establishment and principal office in Louisiana, not its principal place of business for purposes of § 1332(c)(1). See Jarrell v. Parker Drilling Co., 2001 WL 969113, at *1 (E.D. La. 2001) (holding that a foreign corporation's Louisiana business address contained in a "Louisiana Secretary of State Unofficial Detail Report" is not its principal place of business for purposes of § 1332(c)(1)).
II. Seacor's Burden of Establishing Complete Diversity
The party seeking removal of the action bears the burden of showing that removal is proper. Frank v. Bear Stears Co., 128 F.3d 919, 921-22 (5th Cir. 1997). To determine a corporation's principal place of business, the Fifth Circuit applies the "total activity" test. Nauru Phosphate Royalties, Inc. v. Drago Daic Interests, Inc., 138 F.3d 160, 164 (5th Cir. 1998). In applying this test, a district court must "look to the nature, location, importance, and purpose of a corporation's activities and the degree to which those activities bring the corporation into contact with the local community." Id. Three general principles guide this inquiry:
(1) when considering a corporation whose operations are far flung, the sole nerve center of that corporation is more significant in determining principal place of business; (2) when a corporation has its sole operation in one state and executive offices in another, the place of activity is regarded as more significant; but (3) when the activity of a corporation is passive and the "brain" of the corporation is in another state, the situs of the corporation's brain is given greater significance.Id. (quoting WRIGHT, FEDERAL COURTS § 27, at 167-68 (5th ed. 1994).
Seacor argues that its operations are far flung and thus the Court should look to where the "nerve center" of the corporation is located to determine the principal place of business. The "nerve center" of a corporation is the location from which the corporation's business is "ultimately directed and controlled." Harris v. Black Clawson Co., 961 F.2d 547, 549 (5th Cir. 1992). The location of the "nerve center" can also be defined as "the state in which the corporation has its . . . `brain'". J.A. Olson Co. v. City of Winona, 818 F.2d 401, 404 (5th Cir. 1987).
After reviewing the evidence submitted by Seacor, the Court finds that the corporation's operations are far flung and thus the location of the corporation's "nerve center" is its principal place of business. See No. CIV.A. 01-3699, Rec. Doc. 12, exhibits A A-1. Seacor conducts business in numerous countries and bodies of water all over the world. As part of this business, Seacor operates more than 300 seafaring vessels worldwide. Seacor is not a corporation that has its entire operations solely in one state and its executive offices in another. Thus, the "place of activity" principle is inapplicable to the instant case.
It is clear that Seacor's "nerve center" is in Houston, Texas. The principal executive office is located there. This is evidenced by the Form 10-K submitted by Seacor to the Securities and Exchange Commission. See No. Civ.A. 01-3669, Rec. Doc. 11, exhibit A-1. The president/chief executive officer's office is also located in Houston. Seacor's corporate and financial decisions are made at its corporate office in Houston. The corporation's records are also maintained in Houston. Under Harris, 961 F.2d at 549, Seacor's corporate business is "ultimately directed and controlled" from the Houston office. Seacor has met its burden of establishing that its principal place of business is located in Texas.
Since Plaintiff failed to submit any evidence of Louisiana citizenship other than the certificate already found to be lacking in merit, the Court concludes that Seacor is a citizen of Delaware and Texas for purposes of § 1332(c)(1). As such, complete diversity of citizenship exists between Plaintiff and Defendants. Under 28 U.S.C. § 1441 (a) and 1332(a)(1), the Court has subject matter jurisdiction over this action. Thus, removal was proper.
Therefore;
It is HEREBY ORDERED that Plaintiff's Third Motion to Remand (Rec. Doc. 11) is DENIED.