Thе plaintiffs appeal from an order entered by the United States District Court for the Southern District of New York (Constance Baker Motley, Judge) (a) denying their mоtion for summary judgment and (b) granting the defendant’s motion to strike a Certificate of Default and for leave to file an answer, and from a second ordеr
BACKGROUND
The action underlying this appeal is based on two Irrevocable Letters of Credit (“IRCs”) issued to thе plaintiffs, Mexican garment manufacturers, by the defendant bank, Mashreqbank PSC, of which Mash-reqbank New York is a branch office,
The plaintiffs sued on the unpaid letters of credit on December 31, 1997, alleging five counts, two of which were dismissed by the district court in an opinion dated May 12, 1999. Following discovery, the plaintiffs moved for summary judgment on the remaining counts, which the district court denied on December 2, 1999. The next day, at a hearing conducted on the eve of trial, the defendant raised the issue of subject matter jurisdiction, arguing that the diversity requirements of 28 U.S.C. § 1332(a)(2) were not met because under § 1332(c)(1) all parties are foreign corporations with principal places of business located outside the United States. The district court agreed, noting that the plaintiffs are citizens of Mexico and that the defendant cannot be considered a citizen of a State of the United States for jurisdictional purposes because its principal оffice and principal place of business is in Dubai, United Arab Emirates. The district court therefore dismissed the plaintiffs’ complaint in an order and accompanying memorandum opinion dated December 3, 1999 and December 9, 1999, respectively. See Creaciones Con Idea, S.A. v. MashreqBank PSC,
Emphasizing submissions offered to the district court in an unsuccessful attempt to urge reconsideration of the dismissal, the plaintiffs argue in this appeal that the district court’s conclusion with respect to subjеct matter jurisdiction was incorrect for several reasons. First, they claim that because the defendant’s sworn assertions in unrelated proceedings as to its corporate citizenship contradict its present position, the defendant should be estopped from denying the presence of diversity jurisdiction in this case. Second, the plaintiffs claim that documents in the public record demonstrate that the defendant’s principal рlace of business is within the United States. Finally, noting that the defendant is the successor in interest to the Bank of Oman, Ltd., a corporation chartered undеr the federal Edgé Act, 12 U.S.C. § 611, the plaintiffs argue that wholly aside from the citizenship of the parties, federal question jurisdiction exists under 12 U.S.C. § 632.
DISCUSSION
I. Standard of Review
‘When reviewing a district cоurt’s determination of its subject matter jurisdiction, we review factual findings for clear error and legal conclusions de novo.” See McCarthy v. Navistar Fin. Corp. (In re Vogel Van & Storage, Inc.),
At the outset, we note that “principles of estoppel do not apply” to questions of subject matter jurisdiction. Insurance Corp. of Ireland v. Compagnie des Bauxites de Guinee,
This is rather beside the point, however, because even if the defendant’s prior statements could somehow compel or convince us tо find that the bank’s principal place of business is within the United States, such a finding would be irrelevant to the existence of diversity jurisdiction in this action. The district сourt apparently assumed that if, as the plaintiffs argue, the defendant’s principal place of business were in New York, then diversity jurisdiction would exist by virtue of the bank’s corporate citizenship in that State under § 1332(c)(1). See Creaciones,
The implications of Venezolana and its progeny for this case are clear. The defendаnt Mashreqbank New York’s Foreign Branch License indicates that Mash-reqbank, PSC is incorporated under the laws of the United Arab Emirates, and it is undisputed that the plaintiffs are foreign corporations organized under Mexican law. We therefore need not address the question of the defendant bank’s principal place of business. Diversity jurisdiction is lacking under § 1332(a)(2) as construed by this Court because corporations incorporated outside the Unitеd States are present on both sides of the dispute.
III. Federal Question Jurisdiction
The plaintiffs also argue that because the defendant is the successor in interest to a fеderally chartered Edge Act corporation, federal question jurisdiction lies in this case under 12 U.S.C. § 632, which provides for original jurisdiction in the district courts in “аll suits ... to which any corporation organized under the laws of the United States shall be a party, arising out of transactions involving international or forеign banking.” Even if the plaintiffs are correct that the defendant is a successor to such a corporation, however, public records show thаt the defendant in this case is incorporated under the laws of the United Arab Emirates and that its United States branch is chartered under the laws of the statе of New York. This Court is aware of no authority supporting the proposition that simply by virtue of its status as a successor in interest to a corporation organized under federal law, a bank incorporated abroad with a domestic branch chartered under State law is subject to federal jurisdiction in the same manner as its predecessor. The statute is clear in limiting its reach to cases in which a federally chartered corporation is a “par
CONCLUSION
For the foregoing reasons, we affirm thе district court’s dismissal of the plaintiffs’ claims for lack of subject matter jurisdiction.
Notes
. Because the two named defendants are in fact one legal entity, this opinion will refer to Mashreqbank PSC and Mashreqbank New York collectively as the "defendant.”