MEMORANDUM AND ORDER

BESOSA, District Judge.

Before the Court is the University of Puerto Rico ("UPR"), Governor Alejandro García-Padilla ("García"),1 and the President of the University of Puerto Rico Celeste Freytes'2 ("Freytes") motions to dismiss pursuant to Federal Rule of Civil Procedure Rule 12(b)(6). (Docket Nos. 14 and 15.) Additionally before the Court are motions to consolidate with Universidad de Puerto Rico v. Voya Institutional Trust Company, Civil No. 17-1040 (FAB). (Docket Nos. 27, 28 and 30.) For the reasons set forth below, the Court reserves judgment regarding the motions to dismiss and motions to consolidate. The Court orders plaintiff Voya Institutional Trust Company ("Voya") to show cause as to why this case should not be summarily dismissed for lack of subject matter jurisdiction.

I. BACKGROUND

This case arises from a dispute regarding a voluntary deferred compensation plan ("plan") for eligible UPR personnel. (Docket No. 1 at p. 1.) The plan consists of $100 million held in trust for plan participants. (Docket No. 18 at p. 1.) Voya serves as trustee for the plan. (Docket No. 1 at p. 3.) Assets belonging the plan, identified as a "rabbi trust" or "top hat" deferred compensation plan,3 are exempt from taxation until distribution to plan participants. (Docket No. 18 at p. 1.) Plan assets, however, remain subject to the claims of the UPR's general creditors in the event of insolvency. According to the plan agreement, if Voya determines that the UPR is insolvent, Voya must "discontinue payments to Plan Participants or their beneficiaries and shall hold the assets of the Trust for the benefit of [the UPR's] general creditors."4 Id. at p. 5.

Moreover, the trust agreement provides for early withdrawals on an "unforeseeable emergency" basis, such as an unexpected illness or death, but not for "foreseeable expenditures normally budgetable." Id. at p. 8. Voya has denied 140 requests for withdrawals based on unforeseeable emergencies, rejecting attempts to access $33 million of plan assets. Id. at p. 9. On May 31, 2016, Voya received a removal notice from UPR, requesting that Voya transfer all plan property to the UPR's board of trustees. Id. Shortly thereafter, the UPR mailed a letter to plan participants informing them of the following: the UPR terminated Voya as trustee, the UPR designated its board of trustees as successor trustee, the UPR intended to dissolve the plan, and the board of trustees would distribute the plan property accordingly. Id. at pp. 9-10.

II. DISCUSSION

Voya seeks a declaratory judgment pertaining to the transfer of plan assets to the UPR board of trustees. (Docket No. 1 at pp. 13-16.) In particular, Voya requests that the Court determine whether this transfer would violate the plan agreement, the Puerto Rico Emergency Moratorium and Rehabilitation Act ("Moratorium Act"), P.R. Act No. 21-2016, and the Puerto Rico Oversight, Management, and Economic Stability Act ("PROMESA"), 48 U.S.C. § 2101 et seq.

On June 30, 2016, President Barack Obama signed PROMESA into law. PROMESA seeks to address the dire fiscal emergency in Puerto Rico, and sets forth "[a] comprehensive approach to [Puerto Rico's] fiscal, management and structural problems and [...] a Federal statutory authority for the Government of Puerto Rico to restructure debts in a fair and orderly process." PROMESA § 405(m)(4). Among PROMESA's provisions is an automatic stay of all debt-related litigation against the Commonwealth and covered instrumentalities, including the UPR, which was or could have been commenced before the statute's enactment. PROMESA § 405(b). This component of PROMESA is "essential to stabilize the region for the purposes of resolving" the Commonwealth's financial crisis. Id. § 405(m)(5). With the automatic stay, Congress "allow[ed] the Government of Puerto Rico a limited period of time during which it can focus its resources on negotiating a voluntary resolution with its creditors instead of defending numerous, costly creditor lawsuits." Id. § 405(n)(2).

The automatic stay, however, is "limited in nature," PROMESA § 405(m)(5)(B), and remains in effect until the earlier of (1) February 15, 2017, with a possible extension of sixty or seventy-five days, or (2) the date on which the Oversight Board5 files a petition on behalf of the Government of Puerto Rico or any of its instrumentalities to commence debt-adjustment proceedings pursuant to Title III of PROMESA. Id. § 405(d).

The automatic stay expired on May 1, 2017. Subsequently, the Oversight Board filed Title III petitions on behalf of the Commonwealth of Puerto Rico, the Puerto Rico Sales Tax Financing Corporation ("COFINA"), the Puerto Rico Highways and Transportation Authority ("HTA"), and the Employees' Retirement System ("ERS").6 Because the Commonwealth of Puerto Rico, COFINA, the HTA and ERS are seeking relief pursuant to Title III, the automatic stay is once more applicable to these entities. Id. § 405(d)(1)(C). The Oversight Board, however, has not filed a Title III petition on behalf the UPR. Consequently, the UPR is no longer protected by the automatic stay set forth in section 405 of PROMESA.7

Voya argues that transfer of plan assets implicates the automatic stay of PROMESA. For instance, the automatic stay bars litigation to "obtain possession of property of the Government of Puerto Rico or of property from the Government of Puerto Rico or to exercise control over property of the Government of Puerto Rico." Id. at § 405(b)(3). Additionally, section 405 prohibits claims for remedies "conditioned upon the financial condition of, or the commencement of a restructuring, insolvency, bankruptcy, or other proceeding" during the automatic stay. Id. at § 405(j). Voya notes that PROMESA imposes liability for the transfer of property under specific circumstances. Id. at § 407.

Voya's basis for federal subject matter jurisdiction hinges on a provision of PROMESA that is no longer in effect. The Court cannot declare whether the transfer of plan assets to the UPR's broad of trustees violates PROMESA because the initial automatic stay expired, and the UPR is not subject to PROMESA's Title III. The remaining claims set forth by Voya are rooted in Commonwealth law. Namely, Voya seeks declaratory relief pursuant to the Puerto Rico Emergency Moratorium and Rehabilitation Act ("Moratorium Act"), P.R. Act No. 21-2016, and the plan agreement. Neither the Moratorium Act nor the plan agreement, a contract between Voya and the UPR, establishes federal jurisdiction.8 Because "[f]ederal courts are courts of limited jurisdiction," the Court must "begin by ensuring that [it has] jurisdiction to reach the questions presented." Hochendoner v. Genzyme Corp., 823 F.3d 724, 730 (1st Cir. 2016). The Court is not persuaded that, at this juncture, there is federal subject matter jurisdiction to adjudicate the disputes at issue in this case. Accordingly, Voya must demonstrate that the Court has jurisdiction to adjudicate this case.

III. Conclusion

For the reasons set forth above, the Court reserves judgment regarding the motions to dismiss and motions concerning consolidation. The Court orders Voya to show cause as to why this case should not be summarily dismissed for lack of subject matter jurisdiction. (Docket Nos. 14, 15, 27, 28 & 30.)9 The parties must submit supplemental briefs addressing the issues raised in this memorandum and order no later than July 5, 2017. No extensions will be allowed.

IT IS SO ORDERED.