The artful pleading rule applies because the Edge Act provides for the removal to federal court of qualifying claims arising out of foreign transactions otherwise filed in state court. 12 U.S.C. § 632 ; Am. Int'l Grp., Inc. v. Bank of Am. Corp. , 712 F.3d 775, 782 (2d Cir. 2013) ; Westmoreland Capital Corp. v. Findlay , 100 F.3d 263, 268–69 (2d Cir. 1996), abrogated on other grounds byVaden , 556 U.S. at 70, 129 S.Ct. 1262 (citing Edge Act as an example of Congress providing an explicit exception to the "well-pleaded complaint rule"). Accordingly, the Court can look beyond the face of the Complaint to consider Defendants' statements in the notice of removal with regard to foreign transactions implicated by the allegations in Plaintiff's Complaint.

Defendants assert that federal jurisdiction is proper under the Edge Act, 12 U.S.C. § 632. (Notice of Removal (Dkt. No. 1)) "The Edge Act was enacted in 1919 for the purpose of supporting U.S. foreign trade, in part by authorizing the establishment of international banking and financial corporations." Am. Int'l Grp., Inc. ("AIG") v. Bank of Am. Corp., 712 F.3d 775, 778 (2d Cir. 2013). "The Act authorized the creation of banking corporations chartered by the Federal Reserve Bank [that] could engage in offshore banking operations 'freed from regulatory barriers imposed by state banking commissioners that hindered . . . U.S. banks in efforts to compete with foreign banks.'"

In other words, "[t]he apparent purpose of § 632 was to give Edge Act banks predictable uniformity of adjudication supervised in the federal courts, and thus better protection against potentially divergent and conflicting strictures imposed by banking authorities of 48 states." American Intern. Group, Inc. v. Bank of America, 712 F.3d 775, 779 (2d Cir. 2013) [hereinafter AIG]. With this legislative background in mind, the Second Circuit provided a thorough textual analysis of § 632 to determine precisely what elements must exist in order for the statute to provide federal jurisdiction.

It was enacted in 1919 "for the purpose of supporting U.S. foreign trade, in part by authorizing the establishment of international banking and financial corporations." Am. Int'l Grp., Inc. v. Bank of Am. Corp., 712 F.3d 775, 778 (2d Cir. 2013) (" AIG II "). It provides, in pertinent part: Notwithstanding any other provision of law, all suits of a civil nature at common law or in equity to which any corporation organized under the laws of the United States shall be a party, arising out of transactions involving international or foreign banking, or banking in a dependency or insular possession of the United States, or out of other international or foreign financial operations, either directly or through the agency, ownership, or control of branches or local institutions in dependencies or insular possessions of the United States or in foreign countries, shall be deemed to arise under the laws of the United States, and the district courts of the United States shall have original jurisdiction of all such suits; and any defendant in any such suit may, at any time before the trial thereof, remove such suits from a State court into

"The Edge Act was enacted in 1919 for the purpose of supporting U.S. foreign trade, in part by authorizing the establishment of international banking ... corporations," or so-called "Edge Act banks." Am. Int'l Grp., Inc. v. Bank of Am. Corp. ("AIG "), 712 F.3d 775, 778–79 (2d Cir. 2013). Section 632 of the Act, which was added in 1933, "provid[es] for federal court jurisdiction of certain suits to which these Edge Act banks [are] parties."

For an action "[t]o be removable under the Edge Act, 12 U.S.C. § 632, [it] must: (1) be a civil suit, (2) have a federally chartered corporation as a party, and (3) arise 'out of transactions involving international or foreign banking, [including territorial banking], or out of international or foreign financial operations.'" Wilson v. Dantas, 746 F.3d 530, 535 (2d Cir. 2014) (quoting Am. Int'l Grp., Inc. v. Bank of Am. Corp., 712 F.3d 775, 780-81 (2d Cir. 2013) ("AIG II") (alterations in original, emphasis removed). Further, the "necessary offshore transaction must be that of the federally chartered corporation" that is party to the suit.

For an action “[t]o be removable under the Edge Act, 12 U.S.C. § 632, [it] must: (1) be a civil suit, (2) have a federally chartered corporation as a party, and (3) arise ‘out of transactions involving international or foreign banking, [including territorial banking], or out of international or foreign financial operations.’ ” Wilson v. Dantas, 746 F.3d 530, 535 (2d Cir.2014) (quoting Am. Int'l Grp., Inc. v. Bank of Am. Corp., 712 F.3d 775, 780–81 (2d Cir.2013) (“AIG II” ) (alterations in original, emphasis removed)). Further, the “necessary offshore transaction must be that of the federally chartered corporation” that is party to the suit.

The Edge Act, 12 U.S.C. § 632, was enacted in 1919 for the purpose of supporting U.S. foreign trade, in part by authorizing the establishment of international banking and financial corporations. Am. Int'l Grp., Inc. v. Bank of Am. Corp., 712 F.3d 775, 778 (2d Cir. 2013) ("AIG"). The Act authorized the creation of banking corporations chartered by the Federal Reserve Bank which could engage in offshore banking operations "freed from regulatory barriers imposed by state banking commissioners that hindered other U.S. banks in efforts to compete with foreign banks."

Remand Mem., 924 F.Supp.2d at 558. On April 19, 2013, the Court of Appeals for the Second Circuit issued a decision overturning, in a similar case, a finding of jurisdiction under the Edge Act. SeeAm. Int'l Grp., Inc. v. Bank of Am. Corp., 712 F.3d 775 (2d Cir.2013). In that opinion, the Court of Appeals found that “in order for [the Edge Act's] grant of federal jurisdiction and removability to apply, the suit must have a federally chartered corporation as a party, and the suit must arise out of an offshore banking or financial transaction of that federally chartered corporation.”

12 U.S.C. § 611a. Am. Int'l Grp., Inc. v. Bank of Am. Corp., 712 F.3d 775, 779 (2d Cir. 2013); see 12 U.S.C. § 611 (authorizing the formation of "[c]orporations to be organized for the purpose of engaging in international or foreign banking or other international or foreign financial operations, or in banking or other financial operations in a dependency or insular possession of the United states, either directly or through the agency, ownership or control of local institutions in foreign countries, or in such dependencies or insular possessions as provided by this subchapter and to act when required by the Secretary of the Treasury as fiscal agents of the United States"). Congress amended the statute in 1933 to "provid[e] for federal court jurisdiction of certain suits to which . . . Edge Act banks [or corporations] were parties."