United States District Court, N.D. Texas, Dallas Division
MEMORANDUM OPINION AND ORDER
Lindsay United States District Judge.
September 29, 2017, Plaintiff Rixoma, Incorporated
(“Plaintiff”) filed this action against Defendant
Trendtek, LLC (“Defendant”), seeking a
declaration from the court, pursuant to the Declaratory
Judgment Act, 28 U.S.C. § 2201, that a letter of intent
entered into by the parties pertaining to a license agreement
“is not a binding contract or agreement between the two
companies but rather an unenforceable and illusory
‘agreement to agree.'” Complaint for
Declaratory Judgment 1 (Doc. 1). Plaintiff alleges that
“[t]his court has subject matter jurisdiction over the
claims presented pursuant to 28 U.S.C. § 1332, as the
amount in controversy exceeds the statutory minimum, and
there is complete diversity of citizenship as between
Plaintiff, an Oklahoma citizen, and Defendant, a Texas
citizen.” See Id. ¶ 4. For the reasons
that follow, the court concludes that
Plaintiff's jurisdictional allegations are deficient, as
the court is unable to determine whether its exercise of
subject matter jurisdiction is appropriate on the face of the
pleadings. In addition to pleading deficiencies with respect
to diversity of citizenship and the amount in controversy
requirements, the court puts Plaintiff on notice that it has
serious doubts that this declaratory judgment action is ripe
Subject Matter Jurisdiction
federal court has subject matter jurisdiction over civil
cases “arising under the Constitution, laws, or
treaties of the United States, ” or over civil cases in
which the amount in controversy exceeds $75, 000, exclusive
of interest and costs, and in which diversity of citizenship
exists between the parties. 28 U.S.C. §§ 1331,
1332. Federal courts are courts of limited jurisdiction and
must have statutory or constitutional power to adjudicate a
claim. Kokkonen v. Guardian Life Ins. Co., 511 U.S.
375, 377 (1994) (citations omitted); Home Builders
Ass'n of Miss., Inc. v. City of Madison, 143 F.3d
1006, 1010 (5th Cir. 1998). Absent jurisdiction conferred by
statute or the Constitution, they lack the power to
adjudicate claims and must dismiss an action if subject
matter jurisdiction is lacking. Id.; Stockman v.
Federal Election Comm'n, 138 F.3d 144, 151 (5th Cir.
1998) (citing Veldhoen v. United States Coast Guard,
35 F.3d 222, 225 (5th Cir. 1994)). A federal court must presume
that an action lies outside its limited jurisdiction, and the
burden of establishing that the court has subject matter
jurisdiction to entertain an action rests with the party
asserting jurisdiction. Kokkonen, 511 U.S. at 377
(citations omitted). “[S]ubject-matter jurisdiction
cannot be created by waiver or consent.” Howery v.
Allstate Ins. Co., 243 F.3d 912, 919 (5th Cir. 2001).
federal court has an independent duty, at any level of the
proceedings, to determine whether it properly has subject
matter jurisdiction over a case. Ruhgras AG v. Marathon
Oil Co., 526 U.S. 574, 583 (1999)
(“[S]ubject-matter delineations must be policed by the
courts on their own initiative even at the highest
level.”); McDonal v. Abbott Labs., 408 F.3d
177, 182 n.5 (5th Cir. 2005) (A “federal court may
raise subject matter jurisdiction sua
sponte.”) (citation omitted).
28 U.S.C. § 1332
of citizenship exists between the parties only if each
plaintiff has a different citizenship from each defendant.
Getty Oil Corp. v. Insurance Co. of North America,
841 F.2d 1254, 1258 (5th Cir. 1988). Otherwise stated, 28
U.S.C. § 1332 requires complete diversity of
citizenship; that is, a district court cannot exercise
jurisdiction if any plaintiff shares the same citizenship as
any defendant. See Corfield v. Dallas Glen Hills LP,
355 F.3d 853, 857 (5th Cir. 2003) (citation omitted).
“[T]he basis upon which jurisdiction depends must be
alleged affirmatively and distinctly and cannot be
established argumentatively or by mere inference.”
Getty, 841 F.2d at 1259 (citing Illinois Cent.
Gulf R.R. Co. v. Pargas, Inc., 706 F.2d 633, 636 n.2
(5th Cir. 1983)). Failure to allege adequately the basis of
diversity mandates remand or dismissal of the action. See
Stafford v. Mobil Oil Corp., 945 F.2d 803, 805 (5th Cir.
1991). A notice of removal “must allege diversity both
at the time of the filing of the suit in state court and at
the time of removal.” In re Allstate Ins. Co.,
8 F.3d 219, 221 (5th Cir. 1993) (quotation marks and
citations omitted). Such failure, however, is a procedural
defect and may be cured by filing an amended notice.
partnership or unincorporated association's citizenship
is determined by the citizenship of each of its partners.
Carden v. Arkoma Assocs., 494 U.S. 185, 195-96
(1990). The citizenship of a limited liability company
“is determined by the citizenship of all of its
members.” Harvey v. Grey Wolf Drilling Co.,
542 F.3d 1077, 1080 (5th Cir. 2008) (citations omitted).
corporation is a “citizen of every State . . . by which
it has been incorporated and of the State . . . where it has
its principal place of business[.]” 28 U.S.C. §
1332(c)(1). In defining or explaining the meaning of the term
“principal place of business, ” the Supreme Court
We conclude that “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. It is the place that Courts of
Appeals have called the corporation's “nerve
center.” And in practice it should normally be the
place where the corporation maintains its
headquarters-provided that the headquarters is the actual
center of direction, control, and coordination, [that is],
the “nerve center, ” and not simply an office
where the corporation holds its board meetings (for example,
attended by directors and officers who have traveled there
for the occasion).
Hertz Corp. v. Friend, 559 U.S. 77, 92-93 (2010).
a plaintiff invokes federal-court jurisdiction, the
plaintiff's amount-in-controversy allegation is accepted
if made in good faith.” Dart Cherokee Basin
Operating Co., LLC v. Owens, ___ U.S. ___, 135 S.Ct.
547, 553 (2014) (collecting cases).
The Doctrine of Ripeness
III of the Constitution confines the federal courts to
adjudicating actual “cases” and
“controversies.” U.S. Const. art. III, § 2.
In an attempt to give meaning to Article III's
“case or controversy requirement, ” the courts
have developed a series of principles termed
“justiciability doctrines.” United Transp.
Union v. Foster, 205 F.3d 851, 857 (5th Cir. 2000). One
such doctrine is ripeness. “Ripeness doctrine ‘is
drawn both from Article III limitations on judicial power and
from prudential reasons for refusing to exercise
jurisdiction.'” Opulent Life Church v. City of
Holly Springs,697 F.3d 279, 286 (5th Cir. 2012)
(quoting Reno v. Catholic Soc. Servs., Inc., 509
U.S. 43, 58 n. 18 (1993)); Stolt-Nielsen S.A. v.
AnimalFeeds Int'l Corp.,559 U.S. 662, 670 n. 2
(2010) (“Ripeness reflects constitutional
considerations that implicate Article III limitations on
judicial power, as well as prudential reasons for refusing to
exercise jurisdiction.” (internal quotation marks
omitted)). Ripeness is “peculiarly a question of timing
whose basic rationale is to prevent the courts, through
avoidance of premature adjudication, from entangling
themselves in abstract disagreements.” Opulent Life
Church, 697 F.3d at 286 (internal punctuation and
citations omitted). The ripeness doctrine separates those
matters that are premature because the injury is speculative
and may never occur from those that are appropriate for
judicial review. See Abbott Labs. v. Gardner, 387
U.S. 136, 148 (1967), overruled on other grounds,
Califano v. Sanders,430 U.S. 99 (1977).
“Declaratory judgments cannot be used to seek an
opinion advising what the law would be on a hypothetical set
of facts.” Vantage Trailers, Inc. v. Beall
Corp., 567 F.3d 745, 748 (5th Cir. 2009) (citation
omitted). A case is ripe for adjudication if all remaining
questions are legal and further factual development is
unnecessary. New Orleans Pub. Serv., Inc. v. Council of
the City of New Orleans,833 F.2d 583, 587 (5th ...