Dresser Industries, Inc. v. Underwriters at Lloyd's of London ( 1997 )

Opinions of the United
1997 Decisions States Court of Appeals
for the Third Circuit
2-6-1997
Dresser Ind Inc v. Underwriters Lloyds
Precedential or Non-Precedential:
Docket 96-1044
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UNITED STATES COURT OF APPEALS
FOR THE THIRD CIRCUIT
___________
No. 96-1044
___________
DRESSER INDUSTRIES, INC.; DRESSER CANADA, INC.,
Appellants,
vs.
UNDERWRITERS AT LLOYD'S OF LONDON, AND CERTAIN LONDON
MARKET COMPANIES; BISHOPGATE INSURANCE
COMPANY, LTD.; BISHOPGATE INSURANCE P.L.C.;
BRITISH LAW INSURANCE COMPANY, LTD.; CORNHILL
INSURANCE, P.L.C.; DAI-TOKYO INSURANCE
COMPANY (U.K.) LIMITED; ENGLISH & SCOTTISH
MARITIME & GENERAL INSURANCE COMPANY LTD.;
EXCESS INSURANCE COMPANY, LIMITED; HANSA
MARINE INSURANCE COMPANY (U.K.) LTD.; THE
INDEMNITY MARINE ASSURANCE COMPANY, LTD.;
INSURANCE COMPANY OF NORTH AMERICA (U.K.)
LIMITED; ICAROM P.L.C. (FORMERLY KNOWN AS THE
INSURANCE CORPORATION OF IRELAND LTD.); IRON
TRADES MUTUAL INSURANCE COMPANY, LTD.; LONDON
& HULL MARITIME INSURANCE COMPANY, LTD.;
MINSTER INSURANCE COMPANY, LTD.; THE NATIONAL
INSURANCE COMPANY OF NEW ZEALAND, LIMITED;
NEW HAMPSHIRE INSURANCE COMPANY; THE NIPPON
FIRE & MARINE INSURANCE COMPANY (UK) LIMITED;
OCEAN MARINE INSURANCE COMPANY, LTD.; PEARL
ASSURANCE PUBLIC LIMITED COMPANY; PHOENIX
ASSURANCE PUBLIC LIMITED COMPANY; POLARIS
ASSURANCE; PROVINCIAL INSURANCE PUBLIC
LIMITED COMPANY; PRUDENTIAL ASSURANCE COMPANY
LIMITED; SKANDIA U.K. INSURANCE P.L.C.;
SPHERE DRAKE INSURANCE PUBLIC LIMITED COMPANY
(FOR ITSELF AND AS SUCCESSOR TO SPHERE
INSURANCE COMPANY, LIMITED AND THE DRAKE
INSURANCE COMPANY, LIMITED); SUMITOMO MARINE
& FIRE INSURANCE COMPANY, LIMITED;
SWITZERLAND GENERAL INSURANCE COMPANY
(LONDON), LTD.; TAISHO MARINE AND FIRE
INSURANCE COMPANY, LTD.; THE THREADNEEDLE
INSURANCE COMPANY LIMITED; THE TOKIO MARINE &
FIRE INSURANCE COMPANY, LIMITED; VESTA (UK)
INSURANCE COMPANY, LTD.; THE YASUDA FIRE &
MARINE INSURANCE COMPANY (UK), LTD.; YASUDA
1
FIRE & MARINE INSURANCE COMPANY, LTD.; THE
YORKSHIRE INSURANCE COMPANY LIMITED
___________
APPEAL FROM THE UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF PENNSYLVANIA
(D.C. No. 95-cv-04578)
___________
ARGUED AUGUST 6, 1996
BEFORE: NYGAARD, LEWIS and McKEE, Circuit Judges.
(Filed February 6, 1997)
___________
Mary M. O'Day
Donald E. Seymour
John K. Baillie
Michael G. Zanic (ARGUED)
Kirkpatrick & Lockhart
1500 Oliver Building
Pittsburgh, PA 15222
Attorneys for Appellants
Edward R. Dunham, Jr.
Miller, Dunham & Doering
1515 Market Street
13th Floor
Philadelphia, PA 19102
Martin R. Baach
James P. Davenport (ARGUED)
Nussbaum & Wald
One Thomas Circle, N.W.
Suite 200
Washington, DC 20005
Attorneys for Appellees
___________
OPINION OF THE COURT
___________
2
LEWIS, Circuit Judge.
The principal question we are asked to decide in this
appeal is whether federal courts have jurisdiction to entertain a
suit between diverse citizens when, in addition to those
citizens, aliens appear as both plaintiffs and defendants. We
conclude they do, pursuant to 28 U.S.C. § 1332(a)(3), and will
reverse the district court's decision to the contrary.
I.
Dresser Industries, Inc. ("Dresser"), a publicly held
company incorporated in the State of Delaware with its principal
place of business in Texas, and its subsidiary, Dresser Canada,
Inc. ("Dresser Canada"), a corporation organized under Canadian
law with its principal place of business in Ontario, Canada
brought this action in the United States District Court for the
Eastern District of Pennsylvania against the London Market
Insurers for insurance coverage. Dresser alleged that the
district court had subject matter jurisdiction under 28 U.S.C.
§ 1332(a)(3). The London Market Insurers are comprised of
underwriting syndicates at Lloyd's of London and companies
participating in the London insurance market. One of the
Insurers, New Hampshire Insurance Company, is a corporation
organized under the laws of the Commonwealth of Pennsylvania with
its principal place of business in the State of New York. The
remaining London Market Insurers are aliens.
The underlying dispute involves seven insurance
policies that provide for $150,000,000 in excess liability
3
coverage. The policies in question were not issued by a single
insurer. Each policy was "subscribed to" by a number of entities
with each assuming a set percentage of the risk (and receiving a
set percentage of the premium). The percentages ranged from
approximately 0.03% to 5.5%. In addition, under the terms of the
policies each of the insuring entities was to be severally liable
for the particular percentage of the risk that it assumed. New
Hampshire Insurance had a 0.564% share of one of the policies at
issue, which represented $282,000 in potential liability.
The London Market Insurers moved to dismiss the action
for lack of subject matter jurisdiction, arguing that the
presence of an alien as one of the plaintiffs and aliens as
several of the defendants destroyed complete diversity. The
district court agreed and granted the motion to dismiss. Relying
upon dicta in two opinions of this Circuit interpreting 28 U.S.C.
§ 1332(a)(2), the court concluded:
Under the rule of complete diversity, there is no
federal subject matter jurisdiction over
claims between the alien plaintiff and the
alien defendants. Moreover, the reference in
§ 1332(a)(3) to aliens as "additional
parties" does not apply to the instant
action. The dispute is between Dresser and
Dresser Canada and a lengthy list of insurers
only one of which is a citizen, and whose
exposure is limited to 0.564% of one of the
three policies at issue. The alien insurers
in this case cannot be considered additional
parties.
Dresser Industries, Inc. & Dresser Canada, Inc. v. Underwriters
at Lloyd's, London, No. 95-4578, slip op. at 4 (E.D. Pa. Dec. 22,
1995) (interpreting Field v. Volkswagenwerk AG, 626 F.2d 293 (3d
Cir. 1980) and Singh v. Daimler-Benz AG, 9 F.3d 303 (3d Cir.
4
1993) as requiring complete diversity among all parties). This
appeal followed.
II.
The district court's jurisdiction was predicated upon
28 U.S.C. § 1332(a)(3). We have jurisdiction over the appeal
from the final order of the district court pursuant to 28 U.S.C.
§ 1291. Our review of the district court's decision to dismiss
for lack of subject matter jurisdiction is plenary. Singh v.
Daimler-Benz AG, 9 F.3d 303, 305 (3d Cir. 1993).
III.
A.
Section 1332(a) provides in pertinent part that:
The district courts shall have original jurisdiction of
all civil actions where the matter in
controversy exceeds the sum or value of
$50,000, exclusive of interests and costs,
and is between --
(1) citizens of different States;
(2) citizens of a State and citizens or subjects
of a foreign state;
(3) citizens of different States and in which
citizens or subjects of a foreign state
are additional parties . . . .
28 U.S.C. § 1332(a). To determine whether the district court had
jurisdiction over this matter, we must interpret section
1332(a)(3), which grants jurisdiction in cases between citizens
of different states in which aliens are "additional parties."
Toward that end, we begin with the plain language of the statute.
See Commissioner v. Engle, 464 U.S. 206, 214 (1984); Health
5
Maintenance Org. of New Jersey, Inc. v. Whitman, 72 F.3d 1123,
1128 (3d Cir. 1995).
The language of section 1332(a)(3) grants federal
jurisdiction when aliens are additional parties. The statute
makes no distinction based upon which side of the controversy --
plaintiff, defendant, or both -- the aliens appear. Although the
statute plainly requires that the dispute be between citizens of
different states, it includes the phrase "additional parties"
without any such limitation. Dresser and the London Market
Insurers disagree over how this language, or lack thereof, should
be interpreted.
Dresser contends that the words "additional parties,"
which are unaccompanied by any limiting language, unequivocally
vest federal courts with jurisdiction over disputes in which
aliens appear on both sides of the controversy. In other words,
Dresser suggests that we need look no further than the language
of the statute to answer the jurisdictional question.
London Market Insurers maintains, however, that the
statute as written is ambiguous. They contend that the statute's
failure to limit the phrase "additional parties" cannot be
plainly interpreted to allow aliens on both sides of a
controversy. In support of this view, London Market Insurers
offers two hypothetical constructions of the statute. They claim
that, had the statute contained language to qualify "additional
parties," such as: (1) "on either side of the controversy but
not on both sides"; or (2) "on either or both sides of the
controversy," then the statute would be unambiguous, but the
6
words "additional parties" standing alone render the statute as
currently written subject to two interpretations. Accordingly,
they suggest, we must look to the statute's legislative history.
We disagree. Because we find that the language of § 1332(a)(3)
is plain, we need not consider the legislative history.1
1. Nevertheless, assuming arguendo that the legislative
history is relevant to our analysis, we disagree with London
Market Insurers' contention that a review of section 1332(a)(3)'s
legislative history confirms that Congress intended this section
to allow aliens on one side of the controversy only. At best,
the legislative history is incomplete and does little to
illuminate the statute. See James W. Moore, Moore's Judicial
Code: Commentary 64 n.3 (1949). Although we agree with London
Market Insurers that the Reviser's Notes to the statute indicate
a specific congressional intention to allow for suits by a
citizen against a diverse citizen and an alien, the Notes do not
explicitly disallow suits between diverse citizens and aliens on
both sides of the controversy. Moreover, other parts of the
legislative history indicate that Congress was motivated by a
desire to provide diverse citizens with a federal forum despite
the presence of alien parties. K&H Business Consultants Ltd. v.
Cheltonian, Ltd., 567 F. Supp. 420, 422-23 (D.N.J. 1983) (noting
that the legislative history of § 1332(a)(3) indicates that it
was enacted to provide a federal forum for suits among diverse
citizens in which aliens were also parties). (For an interesting
discussion of this point, see Nancy M. Berkley, Note, Federal
Jurisdiction Over Suits Between Diverse United States Citizens
With Aliens Joined to Both Sides of the Controversy Under 28
U.S.C. § 1332(a)(3), 38 Rutgers L. Rev. 71, 94 (1985)
[hereinafter Federal Jurisdiction] (noting that the purpose of
§ 1332(a)(3) was to provide a federal forum for diverse United
States citizens irrespective of their involvement with alien
parties)). We believe that allowing a case to proceed in federal
court even though aliens are present on both sides of the
controversy is consistent with this intent. As one commentator
put it: "[I]t seems clear that the statute allows joinder of
aliens on both sides of a controversy in which there is an
underlying dispute between citizens of different American
states." 1 James W. Moore, Moore's Federal Practice
¶ 0.75[1.-2-4], at 800.44 (2d ed. 1996); see also 13B Charles A.
Wright, Arthur R. Miller & Edward H. Cooper, Federal Practice and
Procedure: Jurisdiction 2d § 3604, at 390 (1984) ("[T]he language
of Section 1332(a)(3) is broad enough to allow aliens to be
additional parties on both sides of the dispute."); Federal
Jurisdiction, supra at 87-89 ("[B]y not specifying where the
``additional' foreign parties are located within the suit, [§
1332(a)(3)] permits a suit with aliens on both sides of the
controversy . . . .").
7
Our holding is consistent with the circuits that have
squarely addressed this issue and have uniformally concluded that
jurisdiction exists when diverse citizens are joined with aliens
even if they appear on both sides of the dispute. See Goar v.
Compania Peruana de Vapores, 688 F.2d 417, 420 n.6 (5th Cir.
1982); Allendale Mutual Ins. Co. v. Bull Data Sys., Inc., 10 F.3d
425, 428 (7th Cir. 1993); Transure, Inc. v. Marsh & McLennan,
Inc., 766 F.2d 1297, 1299 (9th Cir. 1985); see also Bank of New
York v. Bank of America, 861 F. Supp. 225, 228-229 (S.D.N.Y.
1994); Timco Eng'g, Inc. v. Rex & Co., Inc., 603 F. Supp. 925,
929-30 (E.D. Pa. 1985); K&H Business Consultants, 567 F. Supp. at
422-24. But see Jet Traders Inv. Corp. v. Tekair, Ltd., 89
F.R.D. 560, 566 (D. Del. 1981). As the Seventh Circuit noted,
when citizens of states are on both sides of the litigation and
are completely diverse, the presence of aliens on one or both
sides of the controversy "fits section 1332(a)(3) to a t."
Allendale, 10 F.3d at 428.
In dismissing this case for lack of jurisdiction, the
district court concluded that the "complete diversity"
requirement announced in Strawbridge v. Curtiss, 7 U.S.
(3 Cranch) 267 (1806), precludes such a result. We disagree. In
Strawbridge, the Supreme Court concluded that the precursor to 28
U.S.C. § 1332(a)(1) required that "each distinct interest should
be represented by persons, all of whom are entitled to sue, or
may be sued, in the federal courts." Id. As the Supreme Court
later noted, however, the requirement of complete diversity is
derived from "the words of the act of Congress," and not the
8
Constitution. State Farm Fire & Casualty Co. v. Tashire, 386
U.S. 523, 531 (1967). Article III of the Constitution requires
only minimal diversity. Id.; Verlinden B.V. v. Central Bank of
Nigeria, 461 U.S. 480, 492 n.18 (1983).
Again, the plain language of 28 U.S.C. § 1332(a)(3)
grants federal courts jurisdiction over controversies between
diverse citizens joined with aliens. Strawbridge's complete
diversity requirement is, therefore, inapplicable. As such,
section 1332(a)(3) can best be understood as a congressional
abrogation of the complete diversity rule. 1 Moore's Federal
Practice ¶ 0.75[1.-2-4], at 800.44. First, in addition to the
plain language of the statute, this conclusion is supported by
the fact that section 1332(a)(3) was added in the 1948 revision
and codification of the Judicial Code, Title 28. While the
general diversity and alienage jurisdiction provisions had
existed previously, section 1332(a)(3) was new. As Strawbridge
was decided long before Congress created this new provision, we
must assume that Congress was well aware of the complete
diversity requirement when it adopted section 1332(a)(3).
Second, the language used by section 1332(a)(3) differs
from the language used in both section 1332(a)(1) and section
1332(a)(2). 1 Moore's Federal Practice ¶ 0.75[1.-2-4], at 800.44
("The language of the additional provision for aliens mirrors the
language of neither the diversity provision in § 1332(a)(1) nor
the general alienage provision in § 1332(a)(2)."). Taken
together, because Congress was well aware of the judicial
interpretation of the diversity statute requiring complete
9
diversity, specifically used language that differs from the
sections in which complete diversity had been applied, and used
language which encompasses situations such as this, we must
conclude that "complete diversity" of alien parties is not
required under section 1332(a)(3).
Likewise, the cases in which courts have stated that
complete diversity is required among aliens when interpreting
section 1332(a)(2) are simply inapplicable here. See, e.g.,
Singh, 9 F.3d at 305 ("Other circuits have also construed the
diversity statute to apply the complete diversity requirement to
aliens."). See also Field v. Volkswagenwerk AG, 626 F.2d 293,
296 (3d Cir. 1980) ("[The complete diversity] requirement
pertains to suits between aliens as well as to suits between
citizens."); Ed & Fred, Inc. v. Puritan Marine Ins. Underwriters
Corp., 506 F.2d 757, 758 (5th Cir. 1975) ("There is no indication
-- legislative or judicial -- that a deviation from the rule
applied in ordinary diversity cases would or ought obtain in a
suit brought by an alien."); Eze v. Yellow Cab Co. of Alexandria,
Va., Inc., 782 F.2d 1064, 1065 (D.C. Cir. 1986) ("A diversity
suit in line with the Strawbridge rule, may not be maintained in
federal court by an alien against a citizen of a state and a
citizen of some other foreign country."). These cases all
addressed whether jurisdiction exists in suits between aliens on
one side of the controversy and aliens and citizens on the other.
Applying the complete diversity rule under these circumstances
makes sense for two reasons. First, the language of section
1332(a)(2) parallels the language used in section 1332(a)(1). As
10
such, applying the complete diversity requirement to that section
represents a judicial attempt to interpret similar provisions in
a similar manner. Second, section 1332(a)(2) only grants
jurisdiction in cases between aliens and citizens. Cases between
aliens on one side and aliens and citizens on the other,
therefore, do not fit the jurisdictional pigeonhole.2
Consequently, while a conclusion that the presence of aliens on
both sides of the controversy defeats jurisdiction may be sound
under section 1332(a)(2) as discussed above, such a conclusion is
inconsistent with the plain language of section 1332(a)(3).
Finally, our conclusion that the presence of aliens on
both sides of the controversy does not defeat federal
jurisdiction under section 1332(a)(3) is consistent with the
policy considerations that form the foundation for diversity and
alienage jurisdiction. As one commentator has noted, "[i]t is
the generally accepted view that diversity jurisdiction was
established to provide access to a competent and impartial
tribunal, free from local prejudice or influence . . . ." 1
Moore's Federal Practice ¶ 0.71[3.-1], at 709. Whether this
prejudice or influence does in fact exist is not the question.
As Chief Justice Marshall observed:
However true the fact may be, that the tribunals of the
states will administer justice as impartially
as those of the nation, to parties of every
description, it is not less true that the
Constitution itself either entertains
apprehensions on this subject, or views with
such indulgence the possible fears and
2. They also do not fit the pigeonhole created by section
1332(a)(3) because section 1332(a)(3) requires citizens to be
present on both sides of the controversy.
11
apprehensions of suitors, that it has
established national tribunals for the
decision of controversies between aliens and
a citizen, or between citizens of different
states.
Bank of the United States v. Deveaux, 9 U.S. (5 Cranch) 61, 87
(1809).
In addition to fears of prejudice and bias, alienage
jurisdiction is also based upon significant foreign policy
concerns, which are exclusively within the province of the
federal government. As Alexander Hamilton explained:
As the denial or perversion of justice by the sentences
of courts, as well as in any other manner, is
with reason classed among the just causes of
war, it will follow that the federal
judiciary ought to have cognizance of all
causes in which the citizens of other
countries are concerned. This is not less
essential to the preservation of the public
faith, than to the security of the public
tranquility.
The Federalist No. 80, at 536 (Alexander Hamilton) (Jacob E.
Cooke ed., 1961). Alienage jurisdiction, therefore, reflects a
national concern over our relations with foreign governments and
how they may be affected by the resolution of controversies
involving their citizens.
Given the justification for diversity jurisdiction,
there is a reasonable basis for the complete diversity rule. If
diversity jurisdiction exists because of a fear that the state
tribunal would be prejudiced towards the out-of-state plaintiff
or defendant, that concern is understandably allayed when that
party is joined with a citizen from the forum state. Indeed,
when members from the forum state are present on both sides of
12
the controversy, it becomes more difficult to imagine that a
state tribunal would favor one side based upon biases in favor of
its own citizens. Bank of New York v. Bank of America, 861 F.
Supp. 225, 229 (S.D.N.Y. 1994).
The same cannot be said, however, for applying the
complete diversity rule to cases involving aliens. The mere
presence of aliens on both sides of the controversy does nothing
to allay concerns that the in-state party will receive more
favorable treatment. While the bias towards aliens may be
somewhat abated due to the presence of aliens on both sides of a
case, the bias in favor of an in-state resident is not.
Consider a case brought in New York state court where a
citizen of New York and a citizen of
Lithuania sue a Texan and a co-defendant. If
the co-defendant is a New Yorker, the Texan's
fear of bias will be allayed -- for in order
to penalize the Texan the judge will have to
harm one of his or her neighbors. On the
other hand, if the co-defendant is a
Lithuanian, the nervous Texan will be little
comforted -- he or she has no reason to think
that the judge will be any less willing to
penalize a Texan and a Lithuanian than to
penalize a Texan alone. For diversity
purposes, an alien is an alien is an alien.
Id. at 229. More important, the international relations concerns
remain. Indeed, the presence of aliens on both sides of the
controversy heightens those federal concerns.
Thus, while the need for diversity jurisdiction has
been questioned, see 1 Moore's Federal Practice ¶ 0.71[3.-2], at
713-19, the need for alienage jurisdiction has not. In fact,
while legislation passed by the House of Representatives in 1978
would have abolished diversity jurisdiction, it left the alienage
13
jurisdiction sections, 28 U.S.C. § 1332(a)(2) and (3), intact.
Id. at 800.31 n.7. Given the globalization of the United States
economy, and the fact that citizens of the United States are
becoming increasingly involved in international transactions, the
need for impartial national tribunals remains unchanged.
B.
The London Market Insurers alternatively argue, and the
district court agreed, that even if section 1332(a)(3) grants
jurisdiction when aliens are present on both sides of a case,
they cannot be considered "additional parties." The thrust of
their argument is that because New Hampshire Insurance is only
responsible for 0.564% of a single policy, the alien defendants
are the principal parties. As such, the main suit is between
Dresser and the alien defendants -- not New Hampshire Insurance,
which serves merely as "window dressing." In effect, the London
Market Insurers argue that section 1332(a)(3) requires us to
weigh the relevant interests at stake. We disagree.
In support of this argument, the London Market Insurers
rely upon L'Europeenne de Banque v. La Republica de Venezuela,
700 F. Supp. 114, 126 (S.D.N.Y. 1988). In that case, the
district court held, without explanation, that under section
1332(a)(3) the United States citizens must be the "principal
adverse parties." We are unconvinced by this conclusion and can
find no authority to support it. The authority upon which the
district court relied in turn rely only upon cases construing
section 1332(a)(2). As discussed earlier, however,
section 1332(a)(2) and section 1332(a)(3) differ in both language
14
and form. Because the statute's language does not demand such a
weighing requirement and because the London Market Insurers
cannot offer any reasoned authority to support its
interpretation, we refuse to engraft such a requirement onto the
statute.
Under the plain language of the statute, we conclude
that so long as there is a legitimate dispute between the
citizens involved, jurisdiction exists under 28 U.S.C.
§ 1332(a)(3). Bank of New York, 861 F. Supp. at 229; 1 Moore's
Federal Practice ¶ 0.75[1.-2-5], at 800.47 ("[W]e stress that
§ 1332(a)(3) requires a legitimate dispute between citizens of
different states to which the aliens are joined. . . . [T]he
United States citizens [cannot be] merely window dressing for the
principal dispute between aliens."). The use of the term
"additional" does not reference the level of involvement of the
parties or the interests at stake. Rather, it merely indicates
that the jurisdictional hook upon which the case hangs is the
existence of a legitimate controversy between diverse citizens,
and unless that requirement is satisfied, jurisdiction will not
exist. As there is no dispute that the controversy between
Dresser and New Hampshire Insurance is legitimate, we conclude
that section 1332(a)(3) is satisfied.
IV.
For the foregoing reasons, the decision of the district
court will be reversed, and the case will be remanded for further
consideration.
_________________________
15
TO THE CLERK:
Please file the foregoing opinion.
_______________________________
Circuit Judge
16