Case Information
‐ ‐ cv Raymond Irrevocable Noella Loubier
In the
United States Court of Appeals
For the Second Circuit ________________
August Term, (Argued: October Decided: June 2017) Docket No. ‐ ‐ cv
________________
R AYMOND L OUBIER I RREVOCABLE T RUST , N OELLA L OUBIER I RREVOCABLE T RUST , E STATE OF G ERVAIS A. L OUBIER , Plaintiffs ‐ Appellants , —v.—
N OELLA L OUBIER R AYMOND L OUBIER R EVOCABLE T RUST , N OELLA L OUBIER R EVOCABLE T RUST Defendants Appellees . [*] *2 ________________ Before:
L EVAL , S ACK , R AGGI , Circuit Judges.
________________ On appeal from judgment dismissal entered United States District Court for District Connecticut (Eginton, J. ) based on lack subject matter jurisdiction, parties dispute whether, for purposes determining diversity, party properly identified reference trustees also beneficiaries. Because are traditional common law fiduciary agreements, and, further, they separate juridical entities relevant state law Florida, we conclude controls determination.
V ACATED AND R EMANDED .
________________ E DDI Z. Z YKO Esq., Middlebury, Connecticut, Plaintiffs ‐ Appellants . H OWARD M. C AMERIK Gray Robinson, P.A., Fort Lauderdale, Florida (Jeffrey P. Mueller, Day Pitney LLP, Hartford, Connecticut, brief ), Defendants Appellees . ________________ *3 R EENA R AGGI Circuit Judge :
The parties in action involved in an inheritance dispute pertaining the assets of the now deceased Raymond Loubier, as conveyed various revocable irrevocable in his name and of his wife Noella Loubier. Two of Loubiers’ irrevocable trusts, well a contingent beneficiary, Gervais A. Loubier, invoke diversity jurisdiction sue Noella Loubier two Loubiers’ revocable for alleged breach fiduciary duty. Plaintiffs here appeal from judgment entered United States District Court District Connecticut (Warren W. Eginton, Judge ) on March dismissing case lack subject matter jurisdiction light plaintiffs’ failure demonstrate complete diversity. U.S.C. § district court’s diversity determination was based on understanding Noella Loubier, Florida citizen, on both sides case caption because she individually named defendant trustee defendant revocable but also she was purportedly Raymond Irrevocable Trust.
We need here decide whether presence same person, two different capacities, on both sides case caption, defeats challenged judgment here rests misapprehension particular *4 irrevocable named as plaintiffs. Plaintiffs bear some responsibility for confusion this and other issues. Nevertheless, is useful outset clarify identity party trusts. irrevocable agreements attached complaint are dated
February 25, 2000, and name Roland Loubier as sole trustee (“2000 Irrevocable Trust Agreements”). In affidavit filed support dismissal, Noella Loubier stated these 2000 Irrevocable Trust Agreements were supplanted by Raymond Loubier Irrevocable Trust Agreement dated January 29, 2003, and Noella Irrevocable Trust Agreement dated August 18, 2005, both she named trustee. opposing dismissal, plaintiffs asserted Loubiers’ and 2005 irrevocable agreements distinct intended party plaintiffs here are, indeed, couple’s irrevocable trusts. For purposes this appeal, defendants accept plaintiffs’ characterization Irrevocable Trust Agreements “the intended proper party plaintiffs,” Appellees’ Br. n.2, agree trustee both these Roland Loubier, who appears be citizen Canada. *5 With identity of plaintiff trusts thus clarified, plaintiffs argue they established complete diversity plaintiff Gervais Loubier is citizen Connecticut; trusts take Canadian citizenship their trustee, Roland Loubier; defendant Noella Loubier is citizen Florida; and defendant revocable which she is take her Florida citizenship. Defendants disagree. They argue party trusts’ citizenship properly identified only but also by beneficiaries, here results Florida and Connecticut citizens being both sides case caption, Noella Loubier Gervais Loubier direct contingent beneficiaries all four party trusts.
We consider question trust light Supreme Court’s recent decision Americold Realty Conagra Foods, S. Ct. (2016) (holding that, purposes, real estate investment (“REIT”) organized Maryland law benefit shareholders takes its from those shareholders). While does speak directly circumstances this case, does distinguish (1) traditional establishing fiduciary relationships having no legal identity distinct statement, agreements themselves, make plain Roland sole trustee. J.A. 291–92. *6 from trustees, from (2) variety of unincorporated artificial entities states applied “trust” label, but which have little in common traditional trusts. See id. The REIT at issue in was one latter entities. By contrast, party trusts here derive from agreements establishing traditional fiduciary relationships. Further, here issue are not distinct legal entities relevant Florida state law. We conclude that legal proceedings involving such traditional are effectively brought against and, thus, is trustees’ citizenship, beneficiaries, matters purposes diversity.
Applying this legal conclusion record appeal, we cannot confidently resolve question diversity because Roland Loubier, both clearly established. affidavit filed district court, Roland Loubier provides his Canadian address, but nowhere states he is, fact, citizen Canada, much less that, his capacity trustee, he wishes pursue action. omission significant if Roland were United States citizen domiciled abroad, would defeated. Herrick Co. SCS Commc’ns, F.3d (2d Cir. 2001) (“United States citizens domiciled abroad neither citizens any state United States nor citizens subjects foreign state, so *7 § 1332(a) does provide courts [diversity] jurisdiction over suit to such persons parties.” (internal quotation marks omitted)). Thus, case must remanded for plaintiffs to furnish proper allegations, either amended complaint affidavit, Roland Loubier, sole Irrevocable Trusts.
Accordingly, we vacate judgment dismissal it rests misapprehension identity plaintiff irrevocable and we remand this case district court reconsider subject matter jurisdiction light opinion.
I. Background
A. Plaintiff Irrevocable Trust Agreements On February Florida citizens Raymond Noella Loubier respectively signed Irrevocable Trust Agreements bearing names. Both agreements identify Raymond Loubier’s brother Roland sole trustee. initial complaint, plaintiffs alleged purpose
Irrevocable Agreements was compensate Raymond “Loubier[’s] brothers, Roland, Paul, Reginald, Laurient, Martin, [and] Gervais” “their material essential contribution successful family lumber *8 construction business . . . built Florida.” J.A. (Compl. ¶ 5). Irrevocable Trust Agreements do provide Raymond and Noella Loubier, during lifetimes, to make tax free gifts, but set forth no obligation to do so and identify no intended donees.
Attorney memoranda dated March and sent respectively to Raymond Noella Loubier, and to trustee Roland Loubier, memorialize further purpose Irrevocable Trust Agreements: transfer Raymond Noella Loubier’s insurance policies to trustee so that, upon deaths, proceeds can paid to beneficiaries with minimal tax consequences.
Each Loubiers’ Irrevocable Trust Agreements names other spouse primary beneficiary, trustee directed make payments spouse according terms separate trusts: Family Trust Marital Trust. Only upon death both spouses, does each Irrevocable Agreement instruct make distributions any remaining property entrusted him agreement some persons—if then living—in stated percentages. Plaintiff Gervais named one these *9 contingent beneficiaries, but his death after the filing this appeal and while Noella Loubier remains alive may ended status. [2]
B. Defendant Revocable Trust Agreements On December 1999, some two months before entering into the aforementioned 2000 Irrevocable Trust Agreements, Raymond and Noella Loubier each signed Revocable Trust Agreements naming him ‐ or herself as both grantor trustee the agreement bearing his her name, naming his or her surviving spouse as successor trustee in the event the grantor’s death inability serve (“1999 Revocable Trust Agreements”). [3] the event the spouse cannot serve successor trustee, each grantor appoints Roland Loubier First *10 Union National Bank to serve jointly as successor co trustees. At present, Noella serves as trustee both Revocable Trust Agreements.
While the record contains no contemporaneous legal memoranda as to the purpose these revocable trust agreements, terms suggest the Loubiers’ intent to convey significant amount assets to themselves “in trust.” Thus, each Revocable Trust Agreement instructs the trustee to distribute to respective grantor the net income from property transferred to the trustee agreement; to preserve grantor’s right to use real property placed in his or her permanent residence; to use transferred assets grantor’s benefit event his her hospitalization, disability, need assisted living, incapacity; to collect assets grantor upon, and to pay expenses associated with, grantor’s death. Each Revocable Trust Agreement also instructs trustee use separate entities, specifically, Credit Shelter Trust Marital Trust, make distributions surviving spouse so minimize tax obligations. Only upon death both spouses does each Revocable Trust Agreement instruct successor make distributions same persons same percentages identified subsequent Irrevocable Agreements. Thus, until his own death, *11 Gervais Loubier was contingent beneficiary defendant well as plaintiff trusts.
C. The Instant Action
On August action was filed name Gervais Loubier and plaintiff against Noella Loubier and defendant which she serves trustee. The original complaint alleges that Noella Loubier provided Gervais Loubier “purported accounting” defendant Raymond Loubier Revocable reported total assets $5 million, “which information and belief some 7–9 million dollars less than should be.” J.A. (Compl. ¶ 10). complaint further alleged Noella Loubier “has amassed retained herself assets said plaintiff Trusts . . . detriment plaintiffs.” Id. (Compl. ¶ 11).
Plaintiffs do repeat these allegations amended complaint. There, they allege simply that, defendant trusts, Noella Loubier owes “the plaintiff”—presumably Gervais Loubier—a fiduciary duty account; Gervais has demanded accounting, Noella Loubier has refused; moneys may due Gervais Loubier, *12 the beneficiaries of those trusts, the amount of which cannot be determined without an accounting. See id. at 279–80. [4]
Thus, plaintiffs sought to compel (1) an accounting of the defendant 1999 Revocable Trusts, (2) payment to plaintiffs and beneficiaries of amounts that the accounting showed were due to them, (3) appointment the trustee plaintiff as receiver for assets defendant trusts held Noella Loubier. id. at 281.
Defendants moved to dismiss amended complaint under Fed. R. Civ. P. 12(b)(1), (b)(2), lack personal subject matter jurisdiction. The district *13 court granted dismissal latter ground, assuming, already noted, 2003 and 2005 Irrevocable Agreements supplied referenced by defendants, name Noella trustee, were operative plaintiff concluding therefrom “[a]t least one shares Florida defendants,” thereby defeating complete diversity. J.A. This timely appeal followed.
II. Discussion
A. Standard Review
On appeal from dismissal lack subject matter jurisdiction Fed. R. Civ. P. 12(b)(1), we review district court’s factual findings clear error, see Cortlandt St. Recovery Corp. v. Hellas Telecomms., S.À.R.L , 790 F.3d 411, (2d Cir. 2015), legal conclusions de novo , see Haber v. United States , 823 F.3d 746, (2d Cir. 2016). so doing, we accept complaint’s material allegations true, we draw all reasonable inferences plaintiffs’ favor. See Mantena Johnson F.3d (2d Cir. 2015). We may also consider extrinsic evidence proffered parties district court support jurisdictional positions. Carter HealthPort Techs., LLC F.3d (2d Cir. 2016).
To establish subject matter jurisdiction 28 U.S.C. § 1332, implicated here, plaintiffs bear burden making preponderance showing, inter alia , “‘complete diversity,’ i.e. all plaintiffs must citizens states diverse from those defendants.” Pennsylvania Pub. Sch. Emps.’ Ret. Sys. Morgan Stanley & Co. 772 F.3d 118 (2d Cir. 2014) (quoting Exxon Mobil Corp. Allapattah Servs., (2005)). There no question named individual parties are diverse citizenship. When complaint was filed, plaintiff Gervais Loubier was citizen Connecticut defendant Noella was citizen Florida. Thus, whether plaintiffs have demonstrated complete diversity depends on party trusts.
B. Identity Plaintiff Trusts
As earlier observed, parties agree district court’s diversity ruling rests on clear error fact operative those reflected Raymond Noella Loubier’s Irrevocable Trust Agreements, Agreements. reviewing challenged dismissal appeal, therefore, we look Irrevocable Agreements trustee, Roland Loubier, deciding whether plaintiffs established jurisdiction.
C. Trust Citizenship
1. Supreme Court Precedent
“Despite over two centuries federal litigation involving method for determining trust’s [is] long unsettled subject much debate.” Zoroastrian Ctr. & Darb E ‐ Mehr Metro. Washington, D.C. v. Rustam Guiv Found. N.Y. , 822 F.3d 748 (4th Cir. 2016). While this court has conclusively decided how trust should be determined for purposes jurisdiction, three Supreme Court decisions relevant to our task here: Navarro Savings Association v. Lee , U.S. 458 (1980); Carden v. Arkoma Associates , U.S. (1990); Realty Conagra Foods, S. Ct. (2016).
In Navarro, plaintiffs were trustees business trust organized Massachusetts law. See Navarro Sav. Ass’n Lee trust declaration authorized trustees hold title real estate investments benefit trust shareholders. See id. It further gave trustees exclusive authority over property, well over decisions invest lend funds. See id. It specifically authorized trustees sue sued either name own names trustees. id. own names, sued Navarro Savings Association breach loan *16 agreement that the trustees had entered into for the benefit of the trust. See id. The question before the Supreme Court was “whether the trustees of business trust may invoke the diversity jurisdiction of the federal courts on the basis of their own citizenship”—which differed from that of Texas defendant— “rather than that of trust’s beneficial shareholders”—a number of whom were Texas citizens. Id. at 459–60.
The Supreme Court concluded named plaintiff trustees, trust’s shareholders, controlled assessment in Navarro. See id. at so ruling, Supreme Court reasoned trustees were real parties in interest controversy based possession “certain customary powers hold, manage, dispose assets, benefit others.” Id. at 464–65. *17 Plaintiffs here argue that the the party exercise comparable powers and, thus, even though plaintiffs sued the names the rather than the trustees, the trustees’ citizenship should determine whether there diversity jurisdiction.
Ten years after Navarro another diversity case, the Supreme Court considered how to determine citizenship different artificial entity created by state law: limited partnership. See Carden Arkoma Assocs. at 186. A five member majority specifically declined extend limited partnerships rule treating corporations citizens states incorporation. See id. at 195. It further declined determine limited partnership’s citizenship by looking general, limited, partners on ground only former exercised control over business related litigation. See id. at 192. Rather, Court adhered “rule diversity jurisdiction suit against [artificial] entity depends members.” Id. at (internal quotation marks omitted).
declaration, but also “terminate trust” entirely. Id. 469. these circumstances, he thought beneficial shareholders, trustees, should determine jurisdiction. id.
Insofar Arkoma Associates relied on Navarro urge otherwise, the Court was dismissive, observing that “ Navarro had nothing do the citizenship of ‘trust’” at issue. Id. at 192–93. Rather, “it was suit trustees own names,” id. 193, and thus presented “the quite separate question” of whether these trustees, who “were undoubted ‘citizens’ (viz., natural persons) were real parties controversy,” id.
Defendants rely on Carden argue that, for purposes of diversity jurisdiction, citizenship any unincorporated entity that sues is sued its own name necessarily takes citizenship all its members, which, case citizenship named beneficiaries, both vested contingent.
Courts applying Navarro Carden question trust’s citizenship purposes reached different conclusions. Seventh Circuit, well Fifth, ruled “[t]rusts take rather than beneficiaries.” Indiana Gas Co. Home Ins. Co. F.3d (7th Cir. 1998); see also Mullins TestAmerica, F.3d & n.6 (5th Cir. 2009) (stating district court had applied correct tests determine various entities, citing Navarro principle “citizenship trustee”). By contrast, Third Circuit, “after considering Navarro *19 Carden, ” ruled “the citizenship of both beneficiary should control determining citizenship of a trust.” Emerald Inv’rs Tr. v. Gaunt Parsippany Partners , F.3d (3d Cir. 2007).
Most recently, Supreme Court itself discussed Carden Navarro considering, for diversity purposes, “how determine ‘real estate investment trust,’ inanimate creature Maryland law.” Americold Realty Tr. Conagra Foods, , S. Ct. at 1014. In unanimous decision, Court concluded one looked REIT’s shareholders, they were “members” particular legal entity. See id. 1016.
The reasoning informing this conclusion warrants attention. Supreme Court observed had originally recognized human beings be citizens for jurisdictional purposes. id. Thus, “if ’mere legal entity’” were sued, relevant citizens purposes “were ‘members,’ ‘real persons who come into court’ entity’s name.” Id. (quoting Bank United States Deveaux (5 Cranch) 86–91 (1809)). Court later “carved limited exception corporations,” Congress codified allow corporations considered citizens states incorporation principal places business. Id.; see U.S.C. § 1332(c) (1958). Neither Congress nor Court, however, had ever expanded grant *20 citizenship include other artificial entities, “such as joint ‐ stock companies or limited partnerships.” Americold Realty Tr. Conagra Foods, , S. Ct. at 1015. For such entities, Court had adhered its “‘oft ‐ repeated rule jurisdiction a suit or against entity depends its members.’” Id. (quoting Carden Arkoma Assocs. at 195–96) (alterations internal quotation marks omitted). Supreme Court acknowledged it had never expressly defined
term “members,” but observed had equated legal entity’s members “with its owners several persons composing such association.” Id. (internal quotation marks omitted). Thus, Court had identified, with reference state law, (1) “the members joint ‐ stock company as its shareholders,” (2) “the members partnership as its partners,” (3) “the members union workers affiliated it.” Id.
Applying these principles REIT issue Court concluded that, unincorporated entity organized Maryland law, REIT possessed members. See id. Maryland law effectively defined those members REIT’s shareholders. id. (citing Md. Corp. & Assns. Code Ann. §§ 101(c), ‐ (2014) (stating REIT “unincorporated business association” property held *21 managed “for benefit profit any person who may become a shareholder”)). Indeed, other provisions Maryland law appeared place REIT shareholders “in same position shareholders a joint stock company partners a limited partnership.” Id.
Rejecting argument Navarro Savings Association v. Lee , 446 U.S. at compelled conclusion “that anything called a ‘trust’ possesses citizenship alone,” Supreme Court reiterated Carden ’s pronouncement “‘ Navarro had nothing do with [a] “trust.”’” Realty Tr. Conagra Foods, S. Ct. (alteration in original) (quoting Carden Arkoma Assocs. 192–93). “Rather, Navarro reaffirmed separate rule when a files a lawsuit her name, her jurisdictional State she belongs—as true any natural person.” Id . (emphasis original).
At same time, however, Court acknowledged were akin REIT before it. “Traditionally, was considered distinct legal entity, but fiduciary relationship between multiple people.” Id. *22 “Such a relationship was a thing that could be haled into court;” rather, “legal proceedings involving a trust were brought by or against the own name.” Id. Thus, Court stated, “[f]or a traditional trust, . . . there is no need to determine its membership, as would true if trust, as entity, were sued.” Id.
As our sister circuits observed, last quoted statement “may generate as many questions as it answers.” Zoroastrian Ctr. & Dab E ‐ Mehr Rustam Guiv Found. F.3d 749; see Wang by & through Wong New Mighty Tr., F.3d (D.C. Cir. 2016). Does it mean there is never a need to determine “membership” a traditional trust its citizenship is always its trustee? Or, does it mean every time a trust is sued its own name, is its members? Who members traditional that, here, identifies both vested contingent person whom title to property held to equitable duties to deal with property for benefit another person, arises result manifestation create it”); Restatement (Third) Trusts § (2003) (defining “fiduciary relationship with respect property, arising from manifestation intention create relationship subjecting person who holds title property duties deal benefit charity one more persons, least one whom sole trustee”). *23 beneficiaries? See Zoroastrian Ctr. & Dab E ‐ Mehr v. Rustam Guiv Found. , F.3d at (posing similar questions).
While Supreme Court did not speak directly to these matters in Americold, it followed its discussion traditional with observation that state laws now apply “‘trust’ label to a variety unincorporated entities”— such REIT there at issue—that “have little in common” traditional trusts. Americold Realty Tr. v. Conagra Foods, Inc. , S. Ct. Where state law applies “trust” label “a separate legal entity that itself can sue be sued,” is subject “rule that it possesses all its members.” Id. (internal quotation mark omitted).
From reasoning, we conclude rule reiterated by Supreme Court in Americold Carden —ascribing an unincorporated entity its members—may apply any number recognized law distinct juridical entities. But it does not apply traditional establishes fiduciary relationship cannot sue sued own right. distinction evident decisions from other circuits. Wang & through Wong New Mighty Tr. F.3d [D.C. Cir.] (“[W]e believe would apply Carden test traditional trust, entity[with juridical status.]”); cf. RTP LLC Orix Real Estate Capital, *24 F.3d 689, 691–92 (7th Cir. 2016) (concluding that retirement funds organized state law but allowed to sue to be sued their own names have citizenships members). A number district courts, including some within circuit, have similarly read Americold to support conclusion that a traditional trust’s citizenship remains that its trustee. [8] *25 Neither side here disputes party trusts—both those named plaintiffs and those named defendants—are traditional common law created fiduciary relationships purposes estate planning. S ee Appellants’ Supp. Br. 1; Appellees’ Supp. Br. 2, 5. The terms these trusts reinforce conclusion. Unlike business trusts in Navarro , party trusts nowhere authorize suits in name either trust trustees. Navarro Sav. Ass’n v. Lee , 446 U.S. at Nor do party trusts here pertain shareholders who hold “ ownership interests” trust property and who have “votes trust by virtue shares beneficial interest,” Realty Tr. Conagra Foods, Inc. , S. Ct. at (internal quotation marks omitted). party here vested and contingent beneficiaries no present ownership interest trust property no power over trusts’ administration, disbursements, investments. Cf. Navarro Sav. Ass’n Lee 469, (Blackmun, J., dissenting) (noting shareholders business had right elect remove approve transactions involving more than 50% assets). While fiduciary relationship established allow vested beneficiaries demand Realty Inv’rs, No. 3:14 CV ‐ ‐ BN, WL *3 (N.D. Tex. July 2016) (same).
accountings from even to sue trustees, trusts themselves not entities that can sued except through trustees. Thus, these traditional trusts, is of holding legal right to sue on behalf trusts, not of beneficiaries, relevant jurisdiction. See Wang by & through Wong New Mighty U.S. Tr. F.3d n.13 (citing Bonnafee Williams (3 How.) (1845) (holding where citizenships parties confers jurisdiction, legal right sue plaintiff, court “will inquire into residence those who may equitable interest claim”)).
To extent ’s contrary conclusion REIT there issue was informed Maryland state law recognizing such distinct legal entities capable suing own names, plaintiffs make no such comparable state law showing with respect traditional here. Indeed, Florida law specifically incorporates common law states a traditional “is a legal entity . . . capable legal action on own behalf.” Restatement (Second) Trusts § (1957); see Fla. Stat. § 736.0106 (providing “common law trusts” “supplement code”). Rather common law tasks with bringing suit behalf trust. Restatement (Second) Trusts § cmt. (“If third person commits tort respect *27 the trust property, is the duty the trustee take reasonable steps to compel him redress the tort.”); Austin Wakeman Scott et al., Scott Ascher on Trusts § 17.9 (5th ed. 2007) (“Ordinarily, a trustee must take reasonable steps enforce claims held in trust.”).
Florida follows this rule, both when trustee initiates claims on behalf the trust, s ee Fla. Stat. § 736.0811 (stating that trustee must take reasonable steps enforce claims trust), when he defends against them, see First Union Nat’l Bank Jones So. 2d (Fla. Dist. Ct. App. 2000) (stating that, Florida law, trustee is legal entity who is sued when action is brought against trust). Thus, although state court in First Union noted the action there was filed against “the trustee, not trust,” statement does not approve actions against trust own name. Id . next sentence, court made clear “the trustee is merely legal entity who is sued when action is brought against trust.” Id. (internal quotation marks omitted). *28 In sum, the party trusts here are not organized according state law as distinct juridical entities but, rather, are traditional trusts, establishing only fiduciary relationships, they are incapable being haled into court except through their trustees. Thus, it trustees’ citizenship that must determine diversity, not trust beneficiaries. urging otherwise, defendants argue that “[t]he essence
that in a trust case, analysis turns upon whether trusts are named part[ies].” Appellees’ Supp. Br. 4. Thus, they maintain it matters party trusts are traditional trusts, extent they sued were sued in their own names, they “bear each members, thus undermining diversity.” Id.
We persuaded. Indeed, rule defendants urge would only encourage artful pleading if, in traditional cases, party thought could against distinct from actions against trustees, statute simply acknowledges can be sued in his own capacity distinct from trust, e.g. breach his fiduciary duties. But nothing in § 736.1014 indicates direct action against trust, itself can named party rather than trustee. Indeed, Florida’s express incorporation law resolves any ambiguity § 736.1014 favor Florida being sued through trustees. id. § 736.0106. *29 create or defeat diversity jurisdiction its advantage depending whether it identified a trust or its trustee a party action. cases involving traditional absent anything contrary
either trust instruments or state law, party does really option suing either its own name or its trustee. action can be maintained only against trustee. We do understand hold where traditional is mistakenly identified party even though, by nature, it can only sue or be sued name its trustee, diversity jurisdiction is properly identified by reference persons other than trustee. It is precisely traditional cannot sue or be sued except through trustees named party must deemed proxies and, thus, is trustees’ must inform any determination.
Here, plaintiffs are citizens Connecticut (Gervais Loubier) possibly Canada (Roland Loubier, trustee pursuant two Irrevocable Trust Agreements). Defendants citizens Florida (Noella Loubier, individually two Revocable Agreements). If affidavit an amended complaint provided plaintiffs attesting Roland citizen Canada, any state other than *30 Florida, then complete would be alleged. But we cannot reach conclusion ourselves record before us, we do reverse challenged judgment but, rather, vacate remand district court pursue Roland Loubier’s further consistent this opinion.
III. Conclusion
To summarize, we conclude follows:
1. A clear error fact identity trusts requires vacatur judgment dismissal remand.
2. four party trusts in case no distinct juridical identity allowing them sue or be sued in their own names. Rather, each traditional trust, establishing mere fiduciary relationship and, such, incapable suing being sued own name. Because party can sue be sued names trustees, pleadings names themselves do require these parties’ citizenship, purposes diversity, determined reference members. Cf. Realty Tr. Conagra Foods, S. Ct. (2016); Carden Arkoma Assocs. (1990). Rather, these traditional trusts’ is respective trustees. generally Realty Tr. Conagra Foods, S. Ct. 1016. If, record suggests, plaintiffs are citizens Connecticut Canada, while defendants citizens Florida, is
complete. Nevertheless, Roland Loubier’s Canadian is suggested, demonstrated, record, further inquiry is required on remand conclusively determine diversity.
Accordingly, judgment dismissal lack subject matter jurisdiction VACATED case REMANDED further proceedings consistent opinion.
[*] Clerk Court directed amend caption set forth above.
[1] Plaintiffs confuse this issue opening brief identifying Gervais Loubier, citizen Connecticut, Irrevocable Agreements. But appears scrivener’s error plaintiffs’ citations
[2] Plaintiffs’ counsel was granted leave substitute the Estate Gervais Loubier plaintiff appellant. That substitution has no effect on our analysis “[i]t has long been case jurisdiction the court depends upon state things time action brought.” Grupo Dataflux Atlas Glob. Grp., L.P. (2004) (internal quotation marks omitted) . We express no views what claims Estate Gervais can pursue against defendants. As claims made on behalf reasons stated opinion, they can be pursued by Roland Loubier, named Irrevocable Trust Agreements. These matters can addressed parties on remand district court.
[3] Only Raymond Loubier’s Revocable Trust Agreement included record appeal, but like parties, we assume Noella Loubier’s Revocable Agreement parallels her late husband.
[4] “Accounting” provision Revocable Trust Agreements states “[u]pon request any vested beneficiary when fair market value assets held hereunder exceeds One Thousand Dollars ($1,000), Trustee shall render an account receipts disbursements at least annually to Grantor, if living; otherwise, Trustee shall render such an account each adult income beneficiary.” J.A. (emphasis added). We express no view as Gervais Loubier’s entitlement an accounting under provision. Plaintiffs do assert trusts, which beneficiaries Revocable Agreements, any such right.
[5] their amended complaint, plaintiffs stated defendant revocable “should be deemed be realigned plaintiffs given their interest accounting proceeding.” J.A. Mindful perhaps that, theory citizenship, might difficult demonstrate jurisdiction if defendant revocable Noella Loubier serves trustee, were made plaintiffs same time Noella remained sole defendant, plaintiffs withdrew realignment request oral argument and, instead, sought leave amend complaint again remand.
[6] sole Navarro dissenter, Justice Blackmun, urged business trust issue, creature Massachusetts law, be viewed differently from traditional common law trusts. Navarro Sav. Ass’n Lee 467–69 & n.2 (quoting Restatement (Second) Trusts § cmt. b, p.4 (1959) (“The business trust special kind business association can best dealt with in connection other business associations.”)). shareholders Navarro exercised significant control over trustees’ actions by virtue right elect trustees annually remove them from office, even without cause, majority vote. Shareholder majority approval was also required engage any transaction involving more than 50% assets. “Most significantly,” Justice Blackmun’s view, shareholders had power amend
[7] This characterization “traditional trusts” finds support both Second Third Restatement Trusts. Restatement (Second) Trusts § (1959) (defining “fiduciary relationship respect property, subjecting
[8] See, e.g. , U.S. Bank Tr., N.A. v. Monroe , No. 1:15 ‐ CV ‐ 1480 (LEK/DJS), 2017 WL 923326, at *4 (N.D.N.Y. Mar. 8, 2017) (holding that diversity citizenship trust depends on type trust at issue, “traditional trust . . . tak[ing] citizenship its without regard to trust’s beneficiaries” (internal quotation marks omitted)); U.S. Bank, Nat’l Ass’n v. UBS Real Estate Sec. , 205 F. Supp. 3d 386, 411 (S.D.N.Y. 2016) (observing that when “[t]rusts no power to sue on own behalves . . . only Trustee’s citizenship is relevant th[e] diversity analysis”); see also Algiers Dev. Dist. v. Vista Louisiana, LLC No. CV 16 ‐ 16402, 2017 WL 121127, at *3 (E.D. La. Jan. 12, 2017) (reading Americold hold that if traditional—rather than business—trust is party, “its citizenship is determined trustee’s citizenship”); Guillen v. Countrywide Home Loans, Inc., No. CV H ‐ ‐ 849, 2016 WL 7103908, at *4 (S.D. Tex. Dec. 6, 2016) (citing Americold for proposition that if trust is real party, “determine whether it is ‘traditional trust’ where court looks citizenship trustee, whether is ‘business trust’ (unincorporated association) where court looks citizenship trust’s members determine jurisdiction”); Daisy Tr. v. JP Morgan Chase Bank, No. 2:13 ‐ CV ‐ ‐ RCJ ‐ VCF, WL 7107762, at *3–4 (D. Nev. Dec. 6, 2016) (stating “traditional . . . cannot sue sued,” Americold signals its diversity purposes is its trustee); Moore v. Ameriquest Mortg. Co. No. 4:16 ‐ CV ‐ 00380, WL 6159377, *2 (E.D. Tex. Oct. 24, 2016) (reading instruct “trust label dispositive issue citizenship,” if “traditional sued own name, trustee’s matters purposes”); LMP Ninth St. Real Estate, LLC Bank Nat’l Ass’n, No. 8:16 CV ‐ ‐ T ‐ 33AEP, WL *2 (M.D. Fla. Oct. 2016) (same); Wells Fargo Bank, N.A. Transcon.
[9] Florida Statute § 736.1014, entitled “Limitations on actions against certain trusts,” not contrary. After identifying certain limitations, see id. § 736.1014(1), statute states: “[t]his section does not preclude direct action against described § 733.707(3), trust, beneficiary dependent individual liability settlor,” id. § 736.1014(2). We do understand provision recognize, much less authorize, actions against own names. By identifying actions
[10] This appeal did present questions personal jurisdiction standing and, thus, reaches no conclusion would preclude district court consideration any such issues might arise remand.