NOT PRECEDENTIAL

                       UNITED STATES COURT OF APPEALS
                            FOR THE THIRD CIRCUIT
                                 ___________

                                      No. 19-2479
                                      ___________

                          REECON NORTH AMERICA LLC,
                          FKA Brand Marketing Group LLC,
                                              Appellant

                                             v.

                        DU-HOPE INTERNATIONAL GROUP;
                              REECON M & E CO. LTD.
                       ____________________________________

                     On Appeal from the United States District Court
                        for the Western District of Pennsylvania
                                   (No. 2-18-cv-00234)
                      District Judge: Honorable Joy Flowers Conti
                      ____________________________________

             Submitted under Third Circuit L.A.R. 34.1(a) on March 6, 2020

       Before: SMITH, Chief Judge, HARDIMAN and KRAUSE, Circuit Judges

                              (Opinion filed: March 9, 2020)


                                        OPINION*




       *
        This disposition is not an opinion of the full Court and pursuant to I.O.P. 5.7 does
not constitute binding precedent.
KRAUSE, Circuit Judge.

       Reecon NA, an American vendor of space heaters, appeals from an order

dismissing its action for breach of contract and breach of warranty against Du-Hope and

Reecon M&E, a Chinese export agent and Chinese manufacturer, for lack of jurisdiction.

We determine that we have neither federal question nor diversity jurisdiction and will

therefore affirm.1

       Reecon NA’s federal-question jurisdiction argument requires it to show that it

entered a contract for the sale of goods with Du-Hope. But the District Court’s factual

findings demonstrate no such contract existed: Reecon NA purchased its heaters from

Reecon M&E; Du-Hope dealt with Reecon NA as a representative of Reecon M&E; and

Reecon NA knew that Reecon M&E was the seller. Reecon NA has not challenged these

findings and we are bound by them.

       Reecon NA’s diversity jurisdiction argument requires it to show that it is a

Pennsylvania firm and thus diverse from Reecon M&E and Du-Hope. But the parties’

contract embraced an agreement that the Chinese heads of Reecon M&E and Du-Hope

would become members of Reecon NA—rendering Reecon NA a Chinese citizen, see

Lincoln Benefit Life Co. v. AEI Life, LLC, 

, 105 (3d Cir. 2015). While



       1
         We “always ha[ve] jurisdiction to determine [our] jurisdiction.” Orie v. Dist.
Att’y Allegheny Cty., 

, 190 n.7 (3d Cir. 2019) (citation omitted). In
jurisdictional cases, we review legal rulings de novo and factual findings for clear error.
Johnson v. SmithKline Beecham Corp., 

, 345 (3d Cir. 2013). “The burden of
establishing federal jurisdiction rests with the party asserting its existence.” Lincoln
Benefit Life Co. v. AEI Life, LLC, 

, 105 (3d Cir. 2015).

                                             2
Reecon NA argues that the agreement never went into effect because two conditions did

not occur—the agreement was not executed and no closing took place—it waived those

conditions by instructing the heads of Reecon M&E and Du-Hope not to sign the

agreement, which it never even sent them, and holding them out as members. See

Amirsaleh v. Bd. of Trade, 

, 529–30 (Del. 2011). Reecon NA is thus a

Chinese firm and not diverse from Reecon M&E and Du-Hope.

      For the foregoing reasons, we will affirm the judgment of the District Court.




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