Hinduja Tech Inc. v. Vicinity Motor Corp.
2:22-cv-13019
E.D. Mich.May 10, 2023Background
- Plaintiffs: Hinduja Tech Inc. (Delaware and Michigan citizen) and Hinduja Tech Limited (India) claim unpaid invoices under a Master Services Agreement with Vicinity entities.
- Defendants: Vicinity Motor Corp. and Vicinity Motor (Bus) Corp. (Canadian) and Vicinity Motor (Bus) USA Corp. (Delaware).
- Plaintiffs sued in Oakland County, Michigan; defendants removed to federal court asserting complete diversity.
- Defendants contend Vicinity Bus USA is fraudulently joined and its Delaware citizenship should be disregarded; plaintiffs contend affiliates/subsidiaries are bound by the contract.
- The court raised sua sponte that §1332 may be lacking because foreign parties appear on both sides or a U.S. citizen appears only on one side, either of which defeats diversity.
- The court ordered supplemental briefing (one joint brief per side, ≤10 pages) by May 30, 2023 and did not resolve arbitration or remand pending jurisdictional briefing.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether federal subject‑matter jurisdiction exists under 28 U.S.C. §1332 given the parties' citizenships | Remand: complete diversity lacking because Hinduja Tech and Vicinity Bus USA are both Delaware citizens | Vicinity Bus USA is fraudulently joined; its citizenship should be ignored to preserve diversity | Court concluded it appears to lack jurisdiction either way and ordered supplemental briefing; did not finally decide |
| Whether Vicinity Bus USA is fraudulently joined | Vicinity Bus USA and other affiliates/subsidiaries are covered by broad contract language and are proper parties | Vicinity Bus USA was named only to defeat diversity and had no contractual relationship—fraudulent joinder | Court did not decide joinder; noted that either outcome still appears to leave jurisdiction unavailable |
| Whether the dispute must be sent to arbitration (motion to dismiss) | Arbitration clause is permissive; plaintiffs may litigate in court | Arbitration clause is mandatory; court should compel arbitration and dismiss | Court did not resolve arbitration pending resolution of jurisdictional issues |
Key Cases Cited
- Kentucky v. Yellen, 54 F.4th 325 (6th Cir. 2022) (court has independent duty to confirm subject‑matter jurisdiction)
- U.S. Motors v. Gen. Motors Eur., 551 F.3d 420 (6th Cir. 2008) (presence of foreign parties on both sides defeats §1332(a)(2))
- In re DePuy Orthopaedics, Inc. ASR Hip Implant Prod. Liab. Litig., 953 F.3d 890 (6th Cir. 2020) (no diversity jurisdiction where U.S. citizens are on only one side and foreign parties on both sides)
- Hertz Corp. v. Friend, 559 U.S. 77 (2010) (corporate citizenship is state of incorporation and principal place of business)