United States District Court, S.D. California
ORDER: (1) GRANTING MOTIONS TO DISMISS (ECF NOS. 31, 32, 34, 39); AND (2) DENYING MOTIONS FOR SANCTIONS (ECF NOS. 50, 52, 55, 62, 69, 72)
CYNTHIA BASHANT, District Judge.
On November 14, 2013, Plaintiff Steinar Myhre ("Plaintiff") commenced this action. On January 6, 2014, Plaintiff filed an Amended Complaint ("FAC") against seven defendants alleging breach of contract, breach of the covenant of good faith and fair dealing, fraud, interference with contract, conversion, and civil conspiracy. Plaintiff is a retired pastor who seeks money damages and injunctive relief for the alleged termination of his pension benefits by his former employer. Plaintiff claims he was forced to retire over a theological disagreement in 2009; by then, he alleges he had worked for Defendants for over twenty-seven years as an ordained minister. Plaintiff claims his retirement payments ceased in 2013.
Defendants now move to dismiss Plaintiff's FAC under Federal Rule of Civil Procedure 12(b)(1) for lack of subject matter jurisdiction, 12(b)(6) for failure to state a claim, 12(b)(3) for improper venue, or in the alternative, under 28 U.S.C. § 1406(a) or 28 U.S.C. § 1404(a) to transfer venue. (ECF Nos. 31, 32, 34, 39.) Plaintiff opposes. Plaintiff has also filed six motions for sanctions related to Defendants' motions to dismiss.
A hearing on Defendants' motions to dismiss or transfer and Plaintiff's motions for sanctions was held before this Court on August 15, 2014. For the following reasons, the Court GRANTS Defendants' motions to dismiss WITH LEAVE TO AMEND, and DENIES Plaintiff's motions for sanctions.
Plaintiff originally named as defendants two entities: the Seventh-Day Adventist Church Reform Movement American Union International Missionary Society, a New Jersey corporation ("IMS-NJ"), and International Missionary Society Seventh-Day Adventist Church Reform Movement General Conference ("IMS-GC"). (ECF No. 1.) Plaintiff alleged that he resides in Colorado. ( Id. at ¶ 1.) Plaintiff further alleged that Defendant IMS-NJ is a New Jersey corporation headquartered in Georgia and doing business in various states, including the State of California and the County of San Diego ( id. at ¶ 2) and that Defendant IMS-GC is a California corporation headquartered in Georgia and doing business in various states, including the State of California ( id. at ¶ 3).
On January 6, 2014, Plaintiff filed his FAC adding five more Defendants, three more "American Union" defendants: (1) The Seventh-Day Adventist Church Reform Movement American Union International Missionary Society, a Texas corporation ("IMS-TX"); (2) The Seventh-Day Adventist Church Reform Movement American Union, IMS, Inc., a Georgia corporation ("IMS-GA"); and (3) The Seventh-Day Adventist Church Reform Movement American Union International Missionary Society, a Florida corporation ("IMS-FL"); as well as two additional defendants: (4) Miami Dade Area Seventh-Day Adventist Church Reform Movement, International Missionary Society Inc., a Florida corporation ("IMS-Miami"); and (5) Tampa Bay Area Seventh-Day Adventist Church Reform Movement, International Missionary Society, Inc., a Florida corporation ("IMS-Tampa"). (ECF No. 15.) For each defendant, Plaintiff alleges that it is doing business in various states including California. ( Id. at ¶¶ 2-8). Plaintiff further alleges that Defendant "American Union" has not maintained any principal place of business. ( Id. at ¶¶ 15-16.)
Plaintiff alleges jurisdiction is proper in this Court pursuant to 28 U.S.C. § 1332 because the parties are citizens of different states and the amount in controversy exceeds $75, 000. ( Id. at ¶ 17.) The FAC alleges that Plaintiff is a resident of Colorado. ( Id. at ¶ 1.) Nowhere in the Complaint does it allege that the Defendants do not have a principal place of business in Colorado.
Although Plaintiff merely alleges residency in the State of Colorado, there appears no dispute that he is, in fact, a citizen of that state. ( Id. at ¶ 1.) There are no allegations that Colorado is either the principal place of business for or the state of incorporation for IMS-Miami, IMS-Tampa, IMS-TX, or IMS-GC. For subject matter jurisdiction, the factual dispute appears to revolve around where the principal place of business is for IMS-NJ, IMS-GA, and IMS-FL. Plaintiff alleges that all of the Defendants - except IMS-GC - should be considered one entity, and he refers to these Defendants jointly as "American Union." ( Id. at ¶ 15.)
A. Principal Place Of Business
Defendants allege that the principal place of business for IMS-NJ, IMS-GA, and IMS-FL is Colorado, defeating diversity jurisdiction. Plaintiff's FAC provides:
Upon information and belief, and based on admissions of Defendants, Defendant American Union has not maintained any principal place of business anywhere for almost 30 years. However, Defendant American Union has churches located in various states, including five churches in California, five in Florida, three in Georgia, two each in New York and Texas, and one each in Illinois, Colorado, New Jersey, Rhode Island, Virginia, and Washington DC.
( Id. at ¶ 16.) However, the FAC goes on to allege that, according to an American Union newsletter, the current physical address of American Union is Denver, Colorado ( id. at ¶¶ 40, 41); IMS-NJ, IMS-GA, and IMS-FL all list their principal place of business as being in Colorado ( id. at ¶¶ 45-48, 80, 101); and the last few years Plaintiff received W-2s from American Union, they came from an address in Denver, Colorado ( id. at ¶ 165).
The Vice President (and past President) of IMS-NJ helps explain the difficulty pin-pointing the principal place of business for each company. Most of the officers work out of their houses, thus, the primary work of the officers and directors depends on who is elected and where that elected official is located. (ECF No. 96-1, Exh. 1 ("Dering Depo.") at p. 9.) That changes every two years. ( Id. at p. 21.) Most board meetings occur via teleconference, and, when officers and directors do meet in person, they vary the location. ( Id. at pp. 9-10.) Nonetheless, IMS-NJ, IMS-GA, and IMS-FL all argue that corporate documents showing their mailing address as Denver, Colorado means their principal place of business is Colorado. (ECF Nos. 31-1 at pp. 9-11 and 34-1 at pp. 10-12.) However, none of the officers ...