Firstar Bank, N.A. v. Faul, Lawrence J. ( 2001 )

In the
United States Court of Appeals
For the Seventh Circuit
No. 00-4029
Firstar Bank, N.A., a National
Banking Association,
Plaintiff-Appellant,
v.
Lawrence J. Faul and Faul Chevrolet,
Incorporated, an Illinois corporation,
Defendants-Appellees.
Appeal from the United States District Court
for the Northern District of Illinois, Eastern Division.
No. 00 C 4061--Marvin E. Aspen, Chief Judge.
Argued April 19, 2001--Decided June 13, 2001
Before Flaum, Chief Judge, and Harlington
Wood, Jr., and Rovner, Circuit Judges.
Flaum, Chief Judge. Firstar Bank
("Firstar"), aided by the Comptroller of
the Currency ("Comptroller") as amicus
curiae, appeals the district court’s
dismissal of its suit for lack of
jurisdiction. Firstar argues that the
district court incorrectly held that for
purposes of diversity jurisdiction a
national bank is a citizen of every state
in which it has a branch. For the reasons
stated herein, we reverse and remand.
I. Background
Firstar filed a breach of contract
action naming Lawrence J. Faul and Faul
Chevrolet (collectively, "Faul") as
defendants. Federal jurisdiction was
alleged to be present under 28 U.S.C.
sec. 1332. Firstar identified its
principal place of business as Ohio,
while stating that Lawrence Faul is a
citizen of Illinois and Faul Chevrolet
was incorporated and had its principal
place of business in Illinois. The state
identified in Firstar’s organization
certificate as the place where its
operations are carried on is also Ohio.
Firstar pled that the amount in
controversy exceeds $75,000.
Faul moved to dismiss, claiming that
diversity jurisdiction was lacking
because Firstar has branches in Illinois
and thus was a citizen of that state.
Firstar does in fact maintain forty-five
branches in Illinois. Faul’s motion was
granted. The district relied on a rule
first set forth in Connecticut National
Bank v. Iacono, 785 F. Supp. 30 (D.R.I.
1992), which held that for diversity
purposes a national bank is a citizen of
every state where it maintains a branch.
Firstar appeals, challenging the
correctness of Iacono and the various
district court decisions that have
followed it.
II. Discussion
This case turns on the interpretation of
the jurisdictional statute for national
banks, 28 U.S.C. sec. 1348, which states:
The district courts shall have original
jurisdiction of any civil action
commenced by the United States, or by
direction of any officer thereof, against
any national banking association, any
civil action to wind up the affairs of
any such association, and any action by a
banking association established in the
district for which the court is held,
under chapter 2 of Title 12, to enjoin
the Comptroller of the Currency, or any
receiver acting under his direction, as
provided by such chapter.
All national banking associations shall,
for the purposes of all other actions by
or against them, be deemed citizens of
the States in which they are respectively
located.
The question in this case is whether
"located" in the second paragraph of the
statute refers to every state where a
national bank has a branch. Since Iacono
answered yes to this query, no appellate
court has weighed in on the issue. We
have noted in passing the existence of
Iacono’s holding, though without either
endorsement or disapproval. See Hemenway
v. Peabody Coal Co., 159 F.3d 255, 257
(7th Cir. 1998). The district courts are
split, with a majority favoring the rule
of Iacono and holding that a bank is
located wherever it has a branch. Compare
Ferraiolo Constr., Inc. v. Keybank, 978
F. Supp. 23 (D. Me. 1997); Norwest Bank
Minn., N.A. v. Patton, 924 F. Supp. 114(D. Colo. 1996); Bank of N.Y. v. Bank of
Am., 861 F.Supp. 225, 231 (S.D.N.Y. 1994)
(all following Iacono and holding that a
national bank is a citizen of every state
where it has a branch) with Baker v.
First Am. Nat’l Bank, 111 F. Supp.2d 799,
800-01 (W.D. La. 2000); Financial
Software Sys., Inc. v. First Union Nat’l
Bank, 84 F. Supp. 2d 594 (E.D. Pa. 1999)
(both holding that a national bank is a
citizen only of the state of its
principal place of business).
We begin by laying out what we perceive
as the primary arguments for both
parties. Firstar and the Comptroller
contend that the predecessors of 28
U.S.C. sec. 1348 were meant to place
national and state banks on equal footing
for federal jurisdiction, and the current
version should be interpreted in light of
this background. Understanding this
argument requires a brief recounting of
the early history of federal court
jurisdiction over national banks.
National banks were created by the
National Bank Act of 1863, 12 Stat. 665.
For the first couple decades of their
existence, any suit involving a national
bank could be brought in or removed to
federal court since national banks are
creatures of federal law and thus any
suit by or against them was a suit
arising under federal law. See Petri v.
Commercial Nat’l Bank, 142 U.S. 644, 648
(1892). In 1882, Congress acted to limit
federal jurisdiction over national banks
to only what existed for state banks. The
Act of July 12, 1882, sec. 4, 22 Stat.
162, 163 stated in part that:
[T]he jurisdiction for suits hereafter
brought by or against any association
established under any law providing for
national banking-associations, except
suits between them and the United States,
or its officers and agents, shall be the
same as, and not other than, the
jurisdiction for suits by or against
banks not organized under any law of the
United States which do or might do
banking business where such national-
banking associations may be doing
business when such suits may be begun . .
. .
"This was evidently intended to put
national banks on the same footing as the
banks of the state where they were
located for all the purposes of the
jurisdiction of the courts of the United
States." Leather Mfrs.’ Nat’l Bank v.
Cooper, 120 U.S. 778, 780 (1887). The
1882 Act was later superseded by the Act
of March 3, 1887, sec. 4, 24 Stat. 552,
554-55,/1 which proclaimed:
[A]ll national banking associations
established under the laws of the United
States shall, for the purposes of all
actions by or against them, real,
personal, or mixed, and all suits in
equity, be deemed citizens of the States
in which they are respectively located;
and in such cases the circuit and
district courts shall not have
jurisdiction other than such as they
would have in cases between individual
citizens of the same State.
The language of the 1887 Act, which first
included the phrase making national banks
"citizens of the States in which they are
respectively located" that appears in 28
U.S.C. sec. 1348, has been consistently
interpreted by the Supreme Court to
maintain jurisdictional parity between
national banks and state banks or other
corporations. See Mercantile Nat’l Bank
v. Langdeau, 371 U.S. 555, 565-66 (1963)
("Section 4 [of the 1882 and 1887 Acts]
apparently sought to limit, with
exceptions, the access of national banks
to, and their suability in, the federal
courts to the same extent to which
non-national banks are so limited.");
Petri, 142 U.S. at 650-51 ("No reason is
perceived why it should be held that
Congress intended that national banks
should not resort to Federal tribunals as
other corporations and individual
citizens might."). Firstar and the
Comptroller argue that this operative
phrase should be given the same meaning
in the current statute. National banks
should be treated like state banks or any
other corporation under 28 U.S.C. sec.
1332.
Faul has two primary justifications for
the position that a national bank is
located in every state where it has a
branch. The first is that Citizens &
Southern National Bank v. Bougas, 434
U.S. 35 (1977) held that a bank was
"located" wherever it had a branch for
purposes of a prior version of the venue
statute for national banks, 12 U.S.C.
sec. 94 (amended 1982). This holding of
Bougas should be used to interpret
"located" in 28 U.S.C. sec. 1348.
Furthermore, Bougas itself cited 28
U.S.C. sec. 1348 as an example of a
federal banking statute using the word
"located," 434 U.S. at 36 n.1, strongly
suggesting that the Court intended for
its definition to apply to jurisdictional
matters.
The second argument is that "located"
should be given a meaning distinct from
"established," which is used in the first
paragraph of 28 U.S.C. sec. 1348.
"Established" appears to refer to a
single district. Thus, a bank should be
considered to be "established" in the
single state where its principal of
business is found. See Iacono, 785 F.
Supp. at 33. In order to give "located" a
different meaning, it must refer to any
state where a branch is.
We move from the parties’ arguments to
our own analysis. As in all statutory
construction cases, we begin with the
statutory language to determine if it
provides a clear answer to the meaning of
the words in question. Hughes Aircraft
Co. v. Jacobson, 525 U.S. 432, 438
(1999). Because "located" is not defined,
we start with the assumption that
Congress intended the word to have its
ordinary meaning. FDIC v. Meyer, 510 U.S.
471, 476 (1994). The primary definitions
of "locate" are "to determine or indicate
the place of," "to fix or establish in a
place," and similar variations. See The
American Heritage Dictionary 1026 (4th
ed. 2000); Webster’s Third New
International Dictionary 1327 (1993); 8
The Oxford English Dictionary 1081 (2d
ed. 1989). Unfortunately, such
definitions do not provide much aid in
our inquiry--what we are trying to
determine is the number or scope of
places where a national bank is fixed or
established. Some definitions do suggest
that "locate" refers to a particular or
specific location. See Webster’s Third at
1327 (giving one definition of "locate"
as "to set or establish in a particular
spot or position"). However, these
definitions referencing particular places
would be a thin reed on which to rest our
decision, given their own vagueness and
that most of the definitions are
unhelpful. Moreover, Bougas states that
"located" has "no enduring rigidity," 434
U.S. at 44, indicating that the word has
no plain meaning as between a single
place or multiple areas. Thus, the
ordinary definition of "located" does not
provide a clear answer to our question.
Another interpretive method that focuses
on the statutory language is to consider
the subject matter to which a word or
phrase refers. United States Nat’l Bank
of Oregon v. Independent Ins. Agents of
Am., Inc., 508 U.S. 439, 455 (1993). A
word can have a specific, clear meaning
when used in discussing a particular
subject, even though its general
definition is vague. In the context of
jurisdiction, use of the word "located"
in discussing a corporation likely refers
to the state where the principal place of
business is located or perhaps where the
company is incorporated. That is, if in
the course of discussing jurisdictional
motions a federal judge asks a lawyer
representing a corporation "where is your
client located," the judge likely expects
to hear the lawyer respond by naming the
state containing the corporation’s
principal place of business and probably
the state of incorporation as well. The
judge does not expect for the lawyer to
rattle off every state where the
corporation has facilities or a presence.
Of course, most other kinds of business
organizations besides corporations may be
located in a large number of states for
jurisdictional purposes. See Carden v.
Arkoma Assocs., 494 U.S. 185, 189 (1992).
One asking where a partnership is located
for jurisdictional purposes would be
prepared to hear a long list of states.
This prevents any claim that "located"
always refers to only a couple of states
when discussing jurisdiction.
Nevertheless, a national bank appears to
be analogous in most respects to a
corporation rather than some other kind
of business organization, and thus one
would expect that "located" in the
jurisdictional context means the same
thing for a bank as it does for a
corporation. Even if this analysis of
what "located" means in reference to
jurisdiction is not conclusive, it
supports Firstar and the Comptroller.
Moving away from generalized or
specialized definitions, other principles
of statutory construction weigh heavily
in favor of construing "located" in 28
U.S.C. sec. 1348 to refer to a more
limited number of states than wherever
the bank has a branch. Statutory words or
phrases ambiguous in their common or
contextual definitions can achieve
settled meaning through judicial
interpretation. If a phrase or section of
a law is clarified through judicial
construction, and the law is amended but
retains that same phrase or section, then
Congress presumably intended for the
language in the new law to have the same
meaning as the old. Bragdon v. Abbott,
524 U.S. 624, 645 (1998); Lorillard v.
Pons, 434 U.S. 575, 581 (1978). A closely
related principle is that a statute’s
longstanding meaning forms the background
against which Congress legislates when it
amends the law. The courts presume that
Congress will use clear language if it
intends to alter an established
understanding about what a law means; if
Congress fails to do so, courts presume
that the new statute has the same effect
as the older version. Cottage Savs. Ass’n
v. Commissioner, 499 U.S. 554, 562
(1991); NBD Bank, N.A. v. Bennett, 67
F.3d 629, 632 (7th Cir. 1995)./2
These principles are applicable to this
case. The 1882 Act established that
national banks could take advantage of
federal jurisdiction to the same extent
as state banks, as expressed in Cooper.
This same basic interpretation carried
over to the 1887 Act, which Petri
interpreted as placing national banks in
the same position regarding federal
jurisdiction as corporations. Thus, the
courts had interpreted the phrase stating
that national banks shall "be deemed
citizens of the States in which they are
respectively located" as providing for
citizenship in the same manner as for
state banks and other corporations.
Subsequent versions of what is now 28
U.S.C. sec. 1348 continued to include
this same phrase, without any other
language indicating that Congress
intended to alter this judicial
construction. Thus, we assume that
Congress intended these words to have the
same meaning as was given to them in
Petri, 142 U.S. at 650-51, which provided
that national banks were to be treated
the same as any other corporation for
diversity purposes.
Likewise, since 1882 statutes have
provided national banks with the same
access to federal jurisdiction as state
banks and other corporations. When
Congress enacted 28 U.S.C. sec. 1348 in
1948, this principle of equal
jurisdictional access had been
established and followed by the courts
for over sixty years. Thus, Congress
passed 28 U.S.C. sec. 1348 against an
interpretive background which assumed
that national banks were to have the same
access to the federal courts as state
banks and corporations. No language in
the statute rebuts this presumption. A
useful contrast can be drawn with the
1882 Act, which stated with exceptional
clarity that national banks should not be
able to resort to federal courts solely
by virtue of their status as federal
creations. Since Congress did not include
any language suggesting that it intended
to alter the established background
assumption that federal courts have the
same jurisdiction over national banks as
over any other corporation, we presume
that Congress intended for 28 U.S.C. sec.
1348’s meaning to comport with the
judicial interpretations of its
predecessors. The Supreme Court has
previously used similar reasoning in
holding that the "domestic relations
exception" to diversity jurisdiction
survives through various amendments to 28
U.S.C. sec. 1332. Ankenbrandt v.
Richards, 504 U.S. 689, 700-01, 703
(1992).
Besides these related interpretive
principles, the simple fact is that
precedent supports the position of
Firstar and the Comptroller. In Buffum v.
Chase National Bank, 192 F.2d 58, 60 (7th
Cir. 1951), we held that "a
nationalbanking association is by statute
placed before the law [for purposes of
federal jurisdiction] the same as a bank
not organized under the laws of the
United States" (internal quotation marks
omitted). See also American Sur. Co. v.
Bank of Cal., 133 F.2d 160, 161-62 (9th
Cir. 1943) (holding that "located" in
predecessor of 28 U.S.C. sec. 1348
referred only to a national bank’s
principal place of business). In
addition, Cope v. Anderson, 331 U.S. 461,
467 (1947), states that "[m]any
provisions of federal law make national
banks, in important aspects, peculiarly
local institutions. For jurisdictional
purposes, a national bank is a ’citizen’
of the state in which it is established
or located . . ." (emphasis added). This
statement suggests that a national bank
is a citizen of only one state for
purposes of diversity jurisdiction./3 To
be sure, these cases were not decided
yesterday. Nevertheless, stare decisis
counsels that we follow their reasoning
unless Faul can, in fact, demonstrate
that subsequent statutory changes or
judicial decisions have rendered them
infirm.
Firstar and the Comptroller present a
strong case; we now examine what Faul can
array against it. Faul’s main argument is
based on Bougas; however, Bougas cannot
bear the weight that Faul seeks to place
upon it. The fact that Bougas cites 28
U.S.C. sec. 1348, 434 U.S. at 36 n.1,
does not indicate the Supreme Court’s
view as to what "located" means within
that statute. The opinion literally does
nothing more than quote the statute and
point out that the word "located" is used
in it. Bougas carefully limits its
holding to a discussion of how former 12
U.S.C. sec. 94 applies in determining
state court venue, even pointing out that
the question of federal court venue,
which was governed by the same statute,
is not before it, 434 U.S. at 39, 44 n.9.
Furthermore, the affirmative reasons
offered for the court’s holding have no
applicability to questions of
jurisdiction. The Court did not purport
to determine the plain meaning of the
word "located" in the context of where
suit should be brought, for example.
Rather, the Court stated that requiring a
national bank to defend a suit in any
county where it had a branch would not
impose significant costs or inconvenience
on the bank because of modern advances in
transportation and data processing. 434
U.S. at 44 & n.10. This rationale
supports an expansive view of venue since
the primary purpose of venue statutes is
to limit inconvenience to the parties.
However, reductions in the cost of
litigating do not justify separating
national banks from all other
corporations so as to deny them federal
diversity jurisdiction, as discussed in
more detail below.
In addition, the various interpretive
principles that counsel using the
definition of a word or phrase in one
statute to interpret another either do
not apply or do not have much persuasive
force here. The first of these aids is
the frequently invoked canon that
"identical words used in different parts
of the same act are intended to have the
same meaning." E.g., Gustafson v. Alloyd
Co., 513 U.S. 561, 570 (1995) (internal
quotation marks omitted). However, this
principle does not apply because the
venue provision interpreted in Bougas was
located in the National Banking Act, 12
U.S.C. sec. 21 et seq., while the
jurisdictional provision is part of the
Judicial Code and Judiciary Act, 28
U.S.C. sec. 1 et seq.
A second canon is that where a word is
given a consistent meaning throughout the
United States Code, then the courts
assume that it has that same meaning in
any particular instance of that word.
See, e.g., Director, OWCP v. Newport News
Shipbuilding & Dry Dock Co., 514 U.S.
122, 129-30 (1995); West Virginia Univ.
Hosps., Inc. v. Casey, 499 U.S. 83, 88-92
(1991). Neither Faul nor the Iacono line
of decisions makes any claim that
"located" is used consistently throughout
federal statutes to refer to any place
where part of an entity is located. Thus,
no basis exists for contending that
"located" has an established statutory
meaning.
The third potential canon is that
different acts which address the same
subject matter, which is to say are in
pari materia, should be read together
such that the ambiguities in one may be
resolved by reference to the other. See,
e.g., Erlenbaugh v. United States, 409
U.S. 239, 243 (1972); 2B Norman J.
Singer, Sutherland Statutory Construction
sec. 51.02 (6th ed. 2000). However, the
tricky issue when applying this canon is
determining when different statutes
should be regarded as addressing the same
topic. See 2B Sutherland sec. 51.03. A
number of cases have refused to apply the
canon to laws superficially relating to
similar subjects where a finer
examination revealed that the purposes
underlying the laws varied. See, e.g.,
United States v. Granderson, 511 U.S. 39,
50-51 (1994); Fort Stewart Schs. v. FLRA,
495 U.S. 641, 647-48 (1990). This
suggests that before construing different
statutes in pari materia, courts should
take a hard look to ensure that the
purposes and subjects of the acts are in
fact similar.
One could argue that both the venue
provision at issue in Bougas and 28
U.S.C. sec. 1348 concern the same
subject: which court a national bank can
bring suit or be sued in. However, this
would blur important distinctions between
venue and jurisdiction. "[V]enue is
primarily a matter of convenience of
litigants and witnesses." Denver & Rio
Grande W. R.R. Co. v. Brotherhood of R.R.
Trainmen, 387 U.S. 556, 560 (1963); see
also Leroy v. Great W. United Corp., 443
U.S. 173, 183-84, 186-87 (1979); 17
Moore’s Federal Practice sec. 110.01[1]
(3d ed. 2000); cf. 28 U.S.C. sec. 1404(a)
(permitting change of venue "[f]or the
convenience of parties and witnesses").
The purpose of venue statutes is to limit
the costs to those involved in
litigation.
By contrast, the traditional
justification for diversity jurisdiction
is to minimize potential bias against
out-of-state parties. Guaranty Trust Co.
of N.Y. v. York, 326 U.S. 99, 111 (1945);
Bagdon v. Bridgestone/Firestone, Inc.,
916 F.2d 379, 382 (7th Cir. 1990). See
generally Schwartz v. Electronic Data
Sys., Inc., 913 F.2d 279, 287 & nn. 4-5
(6th Cir. 1990) (Merritt, C.J.,
dissenting). Diversity jurisdiction does
not address mere inconvenience or a
marginal increase in costs, but rather
the substance of the decisionmaking proc
ess. That is, while venue provisions
minimize the cost of obtaining a court’s
judgment without regard to what that
judgment might be, diversity jurisdiction
seeks to ensure a correct decision, in
the sense of being rendered on the merits
of the parties’ case rather than because
of prejudice against a foreigner. We have
previously counseled against relying on
interpretations of venue provisions to
discern the meaning of jurisdictional
statutes, see General Ry. Signal Co. v.
Corcoran, 921 F.2d 700, 704 (7th Cir.
1991), presumably because of the
disparate purposes the two kinds of laws
are supposed to serve. Thus, the in pari
materia canon has little persuasive value
in this context.
Fourth and finally, sometimes courts
simply interpret ambiguous statutory
language by reference to similar terms in
an unrelated act. See 2B Sutherland sec.
53:03. If a court has no other solid
basis for construing vague statutory
language, if other interpretive
principles are in equipoise, or if the
tribunal wants to shore up a
determination made mostly on other
grounds, then perhaps borrowing from an
unrelated statute makes sense. However,
this is a relatively weak aid given that
Congress may well have intended the same
word to have a different meaning in
different statutes. See Atlantic Cleaners
& Dyers v. United States, 286 U.S. 427,
433 (1932); 2B Sutherland sec. 53:05.
Even if the third and fourth aids were
to have some minimal persuasive value,
this would be outweighed by the
principles favoring Firstar and the
Comptroller. In Dewsnup v. Timm, 502 U.S.
410, 417-20 (1992), the Court held that a
phrase in one section of the bankruptcy
code should be given its traditional,
longstanding meaning, even though this
differed from the definition given to the
same phrase in another section of the
bankruptcy code. Thus, the principle that
a vague statutory text is to be given its
established background meaning unless
Congress clearly indicates to the
contrary can, at least on some occasions,
trump the canon that identical words or
phrases have the same meaning throughout
an act. A fortiori, the canon concerning
background interpretations should
overcome the in pari materia or general
borrowing principles. Thus, even if the
venue statute of Bougas were considered
related to 28 U.S.C. sec. 1348, the
traditional meaning of 28 U.S.C. sec.
1348 should prevail over using the venue
statute as an aid to interpretation under
the reasoning of Dewsnup. Therefore, we
conclude that the rationales for
interpreting "located" to maintain
jurisdictional parity between national
banks and other corporations outweigh
applying the definition used in Bougas to
28 U.S.C. sec. 1348.
Faul’s second primary argument is based
on the canon that different words within
the same statute should, if possible, be
given different meanings. Lindsey v.
Tacoma-Pierce County Health Dept., 195
F.3d 1065, 1074 (9th Cir. 1999); United
States v. Maria, 186 F.3d 65, 71 (2d Cir.
1999). Faul’s premise (which we believe
is incorrect for reasons described below)
is that the principal place of business
is a national bank’s only singular
location, since national banks are not
incorporated as other corporations are.
The language of the first paragraph of 28
U.S.C. sec. 1348 reads "established in
the district for which the court is held
. . ." (emphasis added), indicating that
a bank is "established" in only a single
place. Since the only specific place of a
national bank is its principal place of
business, "located" must refer to
something else because of the above
referenced canon. Paralleling Bougas, 434
U.S. at 44, Faul argues that "located"
should refer to any place where the
national bank has a branch so as to give
"located" a different meaning from
"established."
However, at least two singular locations
exist for national banks: one is the
principal place of business, and the
other is the place listed on the bank’s
organization certificate where its
"operations of discount and deposit are
to be carried on," as required by 12
U.S.C. sec. 22. The meaning of
"established" in the first paragraph of
28 U.S.C. sec. 1348 is not an issue
squarely before this court and thus we do
not make any definitive ruling regarding
its definition. However, we do note that
in the old venue statute interpreted in
Bougas, all of the lower federal courts
had held that "established" meant "the
place specified in the bank’s charter,"
434 U.S. at 39, rather than its principal
place of business. Thus, the canon that
different words in the same statute
should be given different meanings can be
complied with by considering
"established" as referring only to the
place specified in the bank’s charter,
while giving "located" a meaning that
includes a bank’s principal place of
business./4
Faul’s remaining arguments also cannot
overcome the weight of precedent and the
interpretive principles favoring the
position of Firstar and the Comptroller.
Congress amended 12 U.S.C. sec. 94 in
1982 to specify that venue for actions
involving national banks is appropriate
where the bank’s "principal place of
business is located," thus altering the
result in Bougas. Iacono, 785 F. Supp. at
33. Because Congress amended the venue
statute but not 28 U.S.C. sec. 1348, Faul
claims that Congress implicitly approved
of using Bougas’s definition of "located"
in the jurisdictional provision. This
argument based on congressional inaction
is very weak. Where Congress makes an
isolated amendment to a single statutory
provision but leaves the rest of an act
untouched, courts should not infer that
Congress approved judicial
interpretations of the unamended parts of
the act. See Alexander v. Sandoval, 121
S. Ct. 1511, 1523 (2001). Thus, even if
the venue and jurisdictional provisions
for national banks were part of the same
act or otherwise related, Congress’s
amendment of 12 U.S.C. sec. 94 would not
suggest approval of using Bougas’s
definition of "located" in 28 U.S.C. sec.
1348. The irrelevance to the interpretive
process of Congress’s failure to amend 28
U.S.C. sec. 1348 after Bougas is even
more clear once one considers that the
venue and jurisdictional provisions for
national banks are located in different
acts and serve different purposes. Thus,
no basis exists for inferring that
Congress intended for "located" in 28
U.S.C. sec. 1348 to be interpreted in
accord with Bougas. Indeed, one could
just as easily read from Congress’s
amendment of 12 U.S.C. sec. 94 that it
disagreed with Bougas and did not desire
for "located" to refer to any place where
a branch is found.
Faul next asserts that national banks
are not subjected to local bias in states
where they maintain branch banks, and so
diversity jurisdiction is not necessary
in such cases. However, Congress has
rejected an analogous argument with
regard to corporations, which have access
to diversity jurisdiction if sued in any
state besides where they are incorporated
or have their principal place of
business, 28 U.S.C. sec. 1332, even if
they have a significant and visible
presence in the state in question.
Metropolitan Life Ins. Co. v. Estate of
Cammon, 929 F.2d 1220, 1223 (7th Cir.
1991) (stating that a party’s "do[ing]
lots of business" in a state is
irrelevant for diversity jurisdiction so
long as the party is not incorporated and
does not have its principal place of
business in that state). Faul has posited
no reason for treating national banks so
differently from corporations, and cases
such as Petri, 142 U.S. at 650-51, hold
that the two categories should be treated
similarly. Whatever reasons Congress has
for retaining diversity jurisdiction for
corporations support an equal degree of
access to diversity jurisdiction for
national banks.
The final argument is that Congress has
narrowed the federal judiciary’s
diversity jurisdiction in recent years,
and many commentators argue that it
should be narrowed even further or
abolished entirely. Faul claims that
because of these trends, the judiciary
should construe grants of diversity
jurisdiction narrowly. Cf. Iacono, 785 F.
Supp. at 33-34. However, Congress
controls the scope of diversity jurisdic
tion, subject only to the limitations of
Article III. The courts should not use
our own judgments about when the purposes
of diversity jurisdiction are served or
our guesses about what Congress will do
in the future to constrict our
congressionally mandated jurisdiction in
the here and now. See Bianca v.
Parke-Davis Pharm. Div. of Warner-Lambert
Co., 723 F.2d 392, 396 (5th Cir. 1984).
The interpretive principles surveyed
above indicate that Congress meant to
retain the traditional meaning of
"located" in 28 U.S.C. sec. 1348, and
narrowing this construction on the basis
of policy concerns would be
inappropriate.
Having concluded that Firstar and the
Comptroller have the better arguments, we
now spell out our precise holding. As the
discussion of the subject matter context,
settled and longstanding interpretive
background, and judicial construction of
"located" in the predecessors of 28
U.S.C. sec. 1348 demonstrate, "located"
should be construed to maintain
jurisdictional equality between national
banks and state banks or other
corporations. In order to maintain this
parity, national banks would need
potentially to be citizens of two
different states, since under 28 U.S.C.
sec. 1332(c)(1) corporations are
considered to be citizens of both where
their principal place of business is
located and their state of
incorporation./5 While a national bank
is not incorporated in a state, the
organization certificate described in 12
U.S.C. sec. 22 serves a function similar
to a certificate of incorporation.
Financial Software, 84 F. Supp.2d at 605
n.10. This certificate must list a state
where the bank’s "operations of discount
and deposit are to be carried on;" this
serves as an adequate substitute for the
state of incorporation which is used for
state banks and other corporations.
Therefore, we hold that for purposes of
28 U.S.C. sec. 1348 a national bank is
"located" in, and thus a citizen of, the
state of its principal place of business
and the state listed in its organization
certificate./6
III. Conclusion
Consideration of context, canons, and
other determinants of statutory meaning
lead to the conclusion that a national
bank is "located" for purposes of 28
U.S.C. sec. 1348 in the state where the
bank’s principal place of business is
found and the state listed on its
organization certificate. For the reasons
stated herein, we Reverse and Remand for
further proceedings consistent with this
opinion.
FOOTNOTES
/1 This statute was reenacted in 1888 as the Act of
August 13, 1888, sec. 4, 25 Stat. 433, 436 to
correct certain technical errors; the language of
this act was the same as in 1887.
/2 Like any other interpretive principles, these two
are only presumptions and can be rebutted by the
plain meaning of the text or other canons. Cir-
cuit City Stores, Inc. v. Adams, 121 S. Ct. 1302,
1309 (2001).
/3 For the reasons explained near the end of this
opinion, we deviate from American Surety and the
aside in Cope by concluding that national banks
potentially can be citizens of two states for
diversity purposes. This variance is necessary to
satisfy Buffum and the interpretive principles
explored above.
/4 Firstar and the Comptroller also point out that
Fisher v. First National Bank of Chicago, 538
F.2d 1284, 1286 (7th Cir. 1976) held that "estab-
lished" and "located" are synonymous for purposes
of 12 U.S.C. sec. 94 (amended 1982) and indicated
this holding carried over to 28 U.S.C. sec. 1348.
However, since Bougas, 434 U.S. at 44, held that
"established" and "located" in the previous
version of 12 U.S.C. sec. 94 should be given
different meanings, the part of Fisher relied on
by the plaintiff has effectively been abrogated.
/5 Interpreting 28 U.S.C. sec. 1348, the current
version of which was promulgated in 1948, by
referencing 28 U.S.C. sec. 1332(c)(1), enacted
ten years later in 1958, might strike some as
incongruous. However, the "classic judicial task
of reconciling many laws enacted over time, and
getting them to ’make sense’ in combination,
necessarily assumes that the implications of a
statute may be altered by the implications of a
later statute." United States v. Fausto, 484 U.S.
439, 453 (1988); see also Vermont Agency of Natural Res.
v. United States ex rel. Stevens, 529 U.S. 765,
786 n.17 (2000).
/6 The parties occasionally seem to use principal
place of business and the location on the certif-
icate interchangeably, but no statute or regula-
tion that we have found requires that a bank’s
principal place of business (that is, where the
bank’s executive headquarters are located, see
Metropolitan Life, 929 F.2d at 1223) actually be
located at the place specified on its organiza-
tion certificate. Nevertheless, a national bank
denominating a state other than its principal
place of business in its organization certificate
apparently either never occurs or is exceedingly
rare. See Financial Software, 84 F. Supp.2d at605 n.10. Thus, our holding is likely to lead as
a practical matter to national banks being citi-
zens of only a single state. However, this result
is no different than for corporations (such as
Faul Chevrolet) which are incorporated and have
their principal place of business in the same
state, see id., and is not a reason for inter-
preting "located" in the expansive manner of
Iacono, which deviates to a far greater extent
from 28 U.S.C. sec. 1332(c)(1).