PER CURIAM:
Plaintiff-Appellant Vantage Drilling Company (Vantage) is incorporated in the Cayman Islands, with its principal place of
Vantage is an offshore drilling contractor that provides drilling units, related equipment, and work crews to major oil and natural gas companies around the world. Vantage is incorporated in the Cayman Islands, with its principal place of business in Texas. Su served on Vantage's board of directors from June 2008 to April 2011. Su is a Taiwanese citizen. In August 2012, Vantage filed suit against Su in Texas state court for: breach of fiduciary duty; fraud, fraudulent inducement, and negligent misrepresentation; and unjust enrichment. Vantage sought damages, the imposition of a constructive trust on all profits or benefits obtained by Su, and a full accounting for all such profits and benefits.
Su timely removed the case to federal district court on the basis of diversity jurisdiction, alleging that diversity of citizenship existed by virtue of Vantage's Texas citizenship and Su's Taiwanese citizenship, and that the amount in controversy requirement of 28 U.S.C. § 1332(a) was satisfied because the profits and benefits obtained by Su and sought by Vantage included approximately 100 million shares of Vantage stock and tens of millions of dollars in loans and cash. Vantage moved for remand, arguing that Vantage's Cayman Island's incorporation and Su's Taiwanese citizenship destroyed diversity jurisdiction because of the presence of aliens on both sides of the litigation.
The district court denied Vantage's motion to remand. It agreed that Vantage had dual citizenship, one of which was foreign, and that Su was a foreign citizen. However, it concluded that complete diversity was lacking only between Su and "one aspect of the single plaintiff with dual citizenship," and not Su and Vantage as parties. Noting that Vantage has no employees or operations in the Cayman Islands and that its headquarters and primary operations are in Texas where it "hires local workers, buys local supplies, rents local buildings, donates to local charities, and serves local customers," the district court concluded that Vantage was "fully Texan" and that Su, as a "fully foreign party," might face parochialism in a state court. Analogizing to human citizens for whom "[r]emoval is proper if the dual national's dominant nationality is American irrespective of its other affiliations," the district court held that Vantage could not "rely[] on its foreign charter to avoid a national court despite the predominant reality of its existence."
Vantage filed a petition for permission to appeal the district court's order denying remand, which was denied due to the district court's failure to properly certify the order for appeal under 28 U.S.C. § 1292(b). Following an amended order from the district court certifying the denial of remand for interlocutory appeal, Vantage filed a second petition for permission to appeal the district court's order, which we granted. This interlocutory appeal followed.
"We review de novo a denial of remand to state court."
The facts of this case are substantially similar to those we addressed in Chick Kam Choo v. Exxon Corp.
Our holding rested on two main principles. First, § 1332(c)(1), which deems a corporation a citizen of "every State and foreign state" in which it is incorporated and the "State or foreign state" where it has its principal place of business, applies to alien corporations.
Su asserts, however, that Chick Kam Choo based its decision on an additional rationale: given the underlying purpose of diversity jurisdiction to afford a neutral forum to out-of-state parties who might be subject to local bias, there was no need to permit diversity jurisdiction in Chick Kam Choo because the risk of such bias was remote.
However, the fact that Su may be subject to local bias while the defendant in Chick Kam Choo was not is relevant only if the minimal risk of prejudice against the defendant in Chick Kam Choo was a necessary basis for our decision.
First, the comments in Chick Kam Choo regarding the remote risk of bias to the defendant came after we had already held that "[b]ecause [the defendant] is a citizen of Liberia, and because the plaintiffs are citizens of Singapore, diversity jurisdiction may not therefore be invoked under § 1332(a)(2)."
Our view finds additional support in the fact that other circuits facing similar alignments of parties and citizenships have also concluded that complete diversity is lacking and that diversity jurisdiction does not exist.
For the foregoing reasons, we REVERSE and REMAND with instructions that the district court remand this case to the state court from which it was removed.