Costcommand, LLC v. Prs Software Solutions, Inc. ( 2014 )

UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
____________________________________
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COSTCOMMAND, LLC, )
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Plaintiff, )
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v. ) Civil Action No. 14-0457 (ABJ)
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PRS SOFTWARE )
SOLUTIONS, INC., et al., )
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Defendants. )
____________________________________)
MEMORANDUM OPINION
Plaintiff CostCommand, LLC brings this diversity action against defendants PRS
Software Solutions, Inc. (“PRS”), Full Throttle Films Inc. d/b/a Video Equipment Rentals
(“VER”), WH Administrators, Inc. (“WHA”), and Brendan M. Turner, asserting a variety of
claims arising out of a business relationship gone awry. Compl. [Dkt. # 1]. Defendants PRS and
VER have moved to dismiss pursuant to Federal Rules of Civil Procedure 12(b)(1) and 12(b)(2).
Defs.’ Joint Mot. to Dismiss (“Defs.’ Mot.”) [Dkt. # 9]; Mem. of P. & A. in Supp. of Defs.’ Joint
Mot. to Dismiss (“Defs.’ Mem.”) [Dkt. # 9]. Because the Court finds that there is not complete
diversity of citizenship between plaintiff CostCommand and the defendants, the Court will grant
the motion and dismiss the case for lack of subject matter jurisdiction.
STANDARD OF REVIEW
In evaluating a motion to dismiss under either Rule 12(b)(1) or 12(b)(6), the Court must
“treat the complaint’s factual allegations as true . . . and must grant plaintiff ‘the benefit of all
inferences that can be derived from the facts alleged.’” Sparrow v. United Air Lines, Inc., 216
F.3d 1111, 1113 (D.C. Cir. 2000) (internal citations omitted), quoting Schuler v. United States,
617 F.2d 605, 608 (D.C. Cir. 1979); see also Am. Nat’l Ins. Co. v. FDIC, 642 F.3d 1137, 1139
(D.C. Cir. 2011). Nevertheless, the Court need not accept inferences drawn by the plaintiff if
those inferences are unsupported by facts alleged in the complaint, nor must the Court accept
plaintiff’s legal conclusions. Browning v. Clinton, 292 F.3d 235, 242 (D.C. Cir. 2002); see also
Speelman v. United States, 461 F. Supp. 2d 71, 73 (D.D.C. 2006).
Under Rule 12(b)(1), the plaintiff bears the burden of establishing jurisdiction by a
preponderance of the evidence. See Lujan v. Defenders of Wildlife, 504 U.S. 555, 561 (1992);
Shekoyan v. Sibley Int’l Corp., 217 F. Supp. 2d 59, 63 (D.D.C. 2002). Federal courts are courts
of limited jurisdiction, and the law presumes that “a cause lies outside this limited jurisdiction.”
Kokkonen v. Guardian Life Ins. Co. of Am., 511 U.S. 375, 377 (1994); see also Gen. Motors
Corp. v. EPA, 363 F.3d 442, 448 (D.C. Cir. 2004) (“As a court of limited jurisdiction, we begin,
and end, with an examination of our jurisdiction.”). “[B]ecause subject-matter jurisdiction is ‘an
Art[icle] III as well as a statutory requirement . . . no action of the parties can confer subject-
matter jurisdiction upon a federal court.’” Akinseye v. District of Columbia, 339 F.3d 970, 971
(D.C. Cir. 2003), quoting Ins. Corp. of Ir., Ltd. v. Compagnie des Bauxites de Guinee, 456 U.S.
694, 702 (1982).
When considering a motion to dismiss for lack of jurisdiction, unlike when deciding a
motion to dismiss under Rule 12(b)(6), the court “is not limited to the allegations of the
complaint.” Hohri v. United States, 782 F.2d 227, 241 (D.C. Cir. 1986), vacated on other
grounds, 482 U.S. 64 (1987). Rather, “a court may consider such materials outside the pleadings
as it deems appropriate to resolve the question [of] whether it has jurisdiction to hear the case.”
Scolaro v. D.C. Bd. of Elections & Ethics, 104 F. Supp. 2d 18, 22 (D.D.C. 2000), citing Herbert
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v. Nat’l Acad. of Scis., 974 F.2d 192, 197 (D.C. Cir. 1992); see also Jerome Stevens Pharms.,
Inc. v. FDA, 402 F.3d 1249, 1253 (D.C. Cir. 2005).
FACTUAL AND PROCEDURAL BACKGROUND
The complaint sets forth a series of complicated allegations concerning the business
relationships among the parties, but there is no need to recite those allegations in detail to resolve
the issue of this Court’s subject matter jurisdiction. The parties do not dispute that plaintiff
CostCommand is a single-member limited liability company whose sole member is a citizen of
Maryland. See Compl. ¶ 3; Defs.’ Mem. at 2. The only issue to be determined relevant to this
Court’s jurisdiction is the citizenship of defendant WHA.
According to the complaint, WHA is a Texas corporation with its principal place of
business in Houston, Texas. Compl. ¶ 7. In its answer, WHA admitted that statement. Answer
of WHA [Dkt. # 14] ¶ 7.
But in their motion to dismiss, PRS and VER allege that WHA is a citizen of both Texas
and Maryland. Defs.’ Mem. at 3. They direct the Court to WHA’s webpage, which identifies
Bethesda, Maryland as the location of WHA’s “corporate headquarters” and provides a contact
telephone number with a Maryland area code. Id.; see also Ex. A to Hussey Decl. (May 27,
2014), Attach. 3 to Defs.’ Mot. [Dkt. # 9-3]. PRS and VER further allege that Turner, the
corporation’s “only identified principal,” is a citizen of the District of Columbia who
“presumably works out of the [WHA] office a few short minutes from his home.” Defs.’ Mem.
at 3 n.2.
After PRS and VER filed their motion, Turner submitted an affidavit averring that
WHA’s corporate headquarters is located in Bethesda, Maryland. Turner Aff. (July 10, 2014),
Attach. 1 to Reply to WHA’s Mot. to Dismiss [Dkt. # 24-1] ¶ 18.11.
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Faced with the inconsistencies contained in the parties’ pleadings with respect to WHA’s
citizenship, the Court ordered WHA to supplement the record with evidence that would clarify
the location of its principal place of business. Order (Oct. 24, 2014) [Dkt. # 26] at 3.
In its response to the Court’s order, WHA stated that the admission in its answer that its
principal place of business is in Houston, Texas was an “inadvertent mistake[].” Supplemental
Pleading of WHA and Turner (“Supplemental Pleading”) [Dkt. # 27] at 1. WHA explained that
its principal place of business is its corporate headquarters in Bethesda, Maryland, and it
supported that assertion with affidavits from defendant Turner – WHA’s Chief Operating Officer
and one of its three owner-directors – and Bob Ring, one of WHA’s other owner-directors. Id. at
2; see also Ring Aff. (Nov. 4, 2014), Attach. 1 to Supplemental Pleading [Dkt. # 27-1] ¶ 5;
Turner Aff. (Nov. 6, 2014), Attach. 3 to Supplemental Pleading [Dkt. # 27-3] ¶ 4.
ANALYSIS
“For jurisdiction to exist under 28 U.S.C. § 1332, there must be complete diversity
between the parties, which is to say that the plaintiff may not be a citizen of the same state as any
defendant.” Bush v. Butler, 521 F. Supp. 2d 63, 71 (D.D.C. 2007), citing Owen Equip. &
Erection Co. v. Kroger, 437 U.S. 365, 373–74 (1978). Accordingly, if this Court determines that
plaintiff CostCommand and defendant WHA are both citizens of Maryland, there would be a
lack of complete diversity, and the Court would be bound to dismiss the case for lack of subject
matter jurisdiction.
It is well-settled that the citizenship status of an LLC is determined by the citizenship of
its members. Lopes v. JetsetDC, LLC, 994 F. Supp. 2d 135, 143 (D.D.C. 2014), citing Carden v.
Arkoma Assocs., 494 U.S. 185, 195–96 (1990). Therefore, it is correct that plaintiff
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CostCommand, an LLC whose sole member is a citizen of Maryland, is also a citizen of
Maryland for diversity purposes.
In contrast, a corporation’s citizenship is determined both by its state of incorporation and
by the state in which it maintains its principal place of business. 28 U.S.C. § 1332(c)(1). The
parties agree that WHA is incorporated in Texas, and that it is therefore a citizen of that state.
Compl. ¶ 7; Answer of WHA ¶ 7; Supplemental Pleading at 2. So, in order to determine whether
it may properly exercise jurisdiction over this case, and to rule on the pending Rule 12(b)(1)
motion to dismiss, the Court must resolve the parties’ conflicting assertions regarding WHA’s
principal place of business.
In Hertz Corp. v. Friend, the Supreme Court explained that a corporation’s principal
place of business “is best read as referring to the place where a corporation’s officers direct,
control, and coordinate the corporation’s activities.” 559 U.S. 77, 92–93 (2010). The Court
noted that this location is sometimes called “the corporation’s ‘never center,’” and that it would
“normally be the place where the corporation maintains its headquarters – provided that the
headquarters is the actual center of direction, control, and coordination . . . and not simply an
office where the corporation holds its board meetings.” Id. at 93.
In this case, the Court finds that WHA’s principal place of business – and the location of
its corporate never center – is indeed Maryland. Plaintiff bears the burden of proof on this issue,
and it points only to the answer filed by WHA as evidence of the corporation’s citizenship. Pl.’s
Opp. to Defs.’ Mot. [Dkt. # 20] at 5 (asserting that WHA’s “[a]nswer admits it is a Texas
corporation, with its principal place of business in Houston,” and that “notwithstanding the
website’s statements, the parties are diverse from each other”). But that statement has been
disavowed and explained, and its evidentiary value has been outweighed by the sworn testimony
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of two of WHA’s owner-directors establishing that “Mr. Turner directs, controls and coordinates
WHA’s business activities from the Bethesda, Maryland office.” Supplemental Pleading at 3.
The Bethesda, Maryland office has served as WHA’s Corporate Headquarters
since shortly after WHA’s formation. And since the Bethesda office opened in
August 2013, Mr. Turner has worked out of that location. WHA maintains a call
center in Bethesda and ninety percent of the company’s employees are located in
that office. While some of the financial matters of the Company are handled out
of the Texas office, there is only one employee in that office and even the phone
number associated with that office is the same Maryland-based number used for
WHA’s Corporate Headquarters . . . .
Id. at 2 (internal citations omitted); see also Ring Aff. (Nov. 4, 2014) at ¶¶ 5, 8; Turner Aff.
(Nov. 6, 2014) at ¶¶ 2, 4, 7. WHA additionally states that “while there were three founding
directors of the Company,” only Turner, who is a resident of the District of Columbia and not of
Texas, “directs WHA’s business operations while Mr. Ring provided financial support . . . and
Mr. Bruce Monteith supplies business leads.” Supplemental Pleading at 2; Turner Aff. (Nov. 6,
2014) ¶ 1 (“I am a resident of the District of Columbia. . . . I have never been a resident or a
citizen of the state of Texas.”).
This is consistent with the other evidence supplied to the Court in connection with this
motion: WHA’s website. The website identifies Bethesda, Maryland as the site of WHA’s
corporate headquarters, and it provides a Maryland area phone number as the means to reach the
Texas office. See Attach. 1 to Turner Aff. (Nov. 6, 2014). 1
“The burden of persuasion for establishing diversity jurisdiction . . . remains on the party
asserting it.” Hertz Corp., 559 U.S. at 96. When a party is “challenged on allegations of
jurisdictional facts, the part[y] must support [its] allegations by competent proof.” Id. at 96–97.
1 When considering a Rule 12(b)(1) motion to dismiss, unlike when deciding a motion to
dismiss under Rule 12(b)(6), the Court “is not limited to the allegations of the complaint.”
Hohri, 782 F.2d at 241. Rather, “a court may consider such materials outside the pleadings as it
deems appropriate to resolve the question [of] whether it has jurisdiction to hear the case.”
Scolaro, 104 F. Supp. 2d at 22, citing Herbert, 974 F.2d at 197.
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