Bronner v. Duggan, 364 F. Supp. 3d 9

Background

Plaintiffs are current and former members of the American Studies Association (ASA), a D.C. nonprofit and 501(c)(3), who sued ASA and several former and current leaders after ASA adopted a resolution endorsing a boycott of Israeli academic institutions.
Plaintiffs allege defendants packed ASA's National Council, suppressed dissent, froze membership rolls, misconducted the membership vote, diverted ASA funds to defend/promote the boycott, and raised dues to cover costs.
Plaintiffs pleaded common-law claims: breach of fiduciary duty, ultra vires acts, breach of contract, and corporate waste, seeking damages, declaratory relief, and injunctive relief—some relief purportedly on behalf of ASA.
The court previously dismissed Plaintiffs’ derivative claims for failing to satisfy D.C. procedural requirements for derivative suits; Plaintiffs amended and the litigation continued with renewed jurisdictional briefing.
Defendants moved to dismiss for lack of subject-matter jurisdiction under 28 U.S.C. § 1332(a), arguing Plaintiffs cannot recover damages on behalf of ASA (they are not suing derivatively) and thus cannot meet the $75,000 amount-in-controversy.
The district court concluded Plaintiffs lack standing to recover ASA’s injuries, Plaintiffs’ individual damages are far below $75,000, and the claimed injunctive/declaratory relief does not satisfy the amount-in-controversy; the action was dismissed without prejudice.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
May Plaintiffs recover monetary damages for injuries to ASA without bringing a derivative action?	Members can vindicate ASA-related injuries directly; Daley and Jackson allow nonprofit members broader direct claims.	No—claims for corporate injury must be pursued derivatively; Plaintiffs are not ASA and did not satisfy D.C. derivative requirements.	Held: No. Plaintiffs cannot recover ASA's damages without a derivative suit; third‑party/ shareholder‑standing doctrine bars it.
Do Plaintiffs’ individual claims meet § 1332(a)’s $75,000 amount‑in‑controversy?	Plaintiffs assert significant economic and reputational harm and seek injunctive relief; earlier rulings suggested jurisdiction.	Plaintiffs’ actual individual damages (e.g., dues of $120–$275/yr) are trivial and cannot approach $75,000; injunctive relief has no clear monetary value.	Held: No. It is legally certain Plaintiffs cannot meet the $75,000 threshold on their individual claims plus equitable relief.
Is injunctive or declaratory relief sought by Plaintiffs sufficient to satisfy amount‑in‑controversy?	The value of the right to an apolitical organization and costs to defendants to comply justify jurisdiction.	Compliance would not impose substantial monetary cost; the asserted right lacks a quantifiable $75,000 value.	Held: No. Neither the value of the asserted rights nor the cost to defendants plausibly reaches $75,000.
Should the court retain jurisdiction despite prior rulings and the parties’ litigation history?	Prior determinations and factual allegations suggest jurisdiction is plausible.	Court must reassess jurisdiction and cannot exercise power absent statutory threshold.	Held: Court reaffirmed ongoing duty to ensure jurisdiction and dismissed for lack of subject‑matter jurisdiction under § 1332(a).

Key Cases Cited

Kokkonen v. Guardian Life Ins. Co. of Am., 511 U.S. 375 (federal courts have only the jurisdiction conferred by Constitution and statute)
Lujan v. Defenders of Wildlife, 504 U.S. 555 (standing requires concrete, particularized injury that is redressable)
Lexmark Int'l, Inc. v. Static Control Components, Inc., 572 U.S. 118 (limits on third‑party/prudential standing discussed)
St. Paul Mercury Indemnity Co. v. Red Cab Co., 303 U.S. 283 (plaintiff’s good‑faith claim controls amount‑in‑controversy unless legal certainty to contrary)
Cowin v. Bresler, 741 F.2d 410 (D.C. Cir.) (shareholder claims for corporate mismanagement must be pursued derivatively)
Daley v. Alpha Kappa Alpha Sorority, Inc., 26 A.3d 723 (D.C.) (nonprofit members may have direct standing to challenge misuse of dues under org. governing documents)
Jackson v. George, 146 A.3d 405 (D.C.) (donors/members have personal financial stake permitting direct claims against mismanagement)