United States District Court, N.D. California
PRETRIAL ORDER NO. 197: DENYING MOTION TO REMAND Re:
Dkt. No. 7056
Chhabria United States District Judge.
removed this case under 28 U.S.C. § 1441(b), despite the
absence of complete diversity, on the ground that Roger and
Judy Bryant fraudulently joined two West Virginia defendants,
Monsanto Management Club-Nitro Plant and Flexsys America
Limited. The Bryants' motion to remand is denied because
Flexsys America Limited is not a citizen of West Virginia and
because they fraudulently joined Monsanto Management
Except for corporations, an entity's citizenship is
determined by its members' citizenship. Americold
Realty Trust v. Conagra Foods, Inc., 136 S.Ct. 1012,
1015 (2016); see Johnson v. Columbia Properties
Anchorage, LP, 437 F.3d 894, 899 (9th Cir. 2006)
(applying this rule to partnerships and limited liability
companies). Flexsys America Limited is a general partnership
whose lone general partner is Flexsys America L.P.
See Dkt. No. 7056-3. Flexsys America L.P., in turn,
is a limited partnership whose sole general partner is
Flexsys America, LLC and whose sole limited partner is
Solutia Inc. See Woodmansee Decl. ¶ 4, No.
19-cv-6395, Dkt. No. 1-2. And finally, Flexsys America, LLC
is a wholly owned subsidiary of Solutia. See id.
that chain of members, Flexsys America Limited's
citizenship is determined by Solutia. That's because (i)
Flexsys America, LLC's citizenship matches its only
stockholder (Solutia), (ii) Flexsys America L.P.'s
citizenship matches its two partners (Flexsys America, LLC
and Solutia), and (iii) Flexsys America Limited's
citizenship matches its lone partner (Flexsys America L.P.).
As a corporation, Solutia is a citizen of its state of
incorporation and the state where its principal place
business-typically the corporate headquarters, or
“nerve center”-is located. Hertz Corp. v.
Friend, 559 U.S. 77, 92-93 (2010); see 28
U.S.C. § 1332(c)(1). Solutia was incorporated in
Delaware. Solutia's nominal headquarters is in St. Louis,
Missouri, where the company's president is located; the
director and secretary work in Kingsport, Tennessee; and the
vice president works in Springfield, Massachusetts.
See Ex. A, Dkt. No. 7489-1; Ex. I, Dkt. No. 7700-9.
Whether the nerve center is in Missouri, Tennessee, or
Massachusetts, nothing in the record suggests that Solutia is
a citizen of West Virginia.
non-diverse defendant is fraudulently joined if there is no
possibility that the state court would hold that defendant
liable. See Grancare, LLC v. Thrower by and through
Mills, 889 F.3d 543, 548 (9th Cir. 2018). As the Ninth
Circuit recently clarified, the party asserting fraudulent
joinder must satisfy “the ‘wholly insubstantial
and frivolous' standard for dismissing claims
under” Federal Rule of Civil Procedure 12(b)(1).
Id. at 549 (quoting Bell v. Hood, 327 U.S.
678, 682-83 (1946)).
is no possibility that the state court would hold the
Monsanto Management Club-Nitro Plant liable for the
Bryants' injuries. The Club was “a non-profit
organization” created “to promote unity in
management by educational and social activities for its
members.” Drescher Decl., Articles of Incorporation
1-2, No. 19-cv-6395, Dkt. No. 1-3. The Club's members
comprised management, skilled workers, and engineers at
Monsanto's Nitro Plant. The Club, which planned dances,
dinners, and cook-outs for its members, has no real
connection with this controversy. See Drescher Decl.
¶ 8. Not only does common sense dictate that a
non-profit corporation incorporated by Monsanto's
employees did not run the Nitro Plant, but Monsanto has also
produced undisputed evidence that Monsanto operated its own
plant. See Id. ¶¶ 11-12. It strains
credulity to claim, as the Bryants do, that the Club could be
held liable for failure to warn if upper management discussed
the risks of Roundup at one of the Club's gatherings, and
the Bryants have produced no authority in support of this
unlikely proposition of West Virginia tort law.
IS SO ORDERED.
 The Court would also conclude that
Flexsys America Limited was fraudulently joined if it were a
citizen of West Virginia. The Flexsys entities acquired the
Nitro Plant from Monsanto to manufacture rubber chemicals and
tire additives. See Woodmansee Decl. ¶¶
5-6. Flexsys America Limited's presence in this suit is a
sham to defeat diversity ...