Borusan Makina Ve Güç Sistemleri Sanayi Ve Ticaret A. v. Hoist Liftruck Mfg., Inc.

338 F. Supp. 3d 738
CourtDistrict Court, E.D. Illinois
DecidedMay 2, 2018
Docket17 C 8489
StatusPublished

This text of 338 F. Supp. 3d 738 (Borusan Makina Ve Güç Sistemleri Sanayi Ve Ticaret A. v. Hoist Liftruck Mfg., Inc.) is published on Counsel Stack Legal Research, covering District Court, E.D. Illinois primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Borusan Makina Ve Güç Sistemleri Sanayi Ve Ticaret A. v. Hoist Liftruck Mfg., Inc., 338 F. Supp. 3d 738 (illinoised 2018).

Opinion

Gary Feinerman, United States District Judge

Invoking the diversity jurisdiction, Borusan Makina Ve Güç Sistemleri Sanayi Ve *739Ticaret A.S. brought this suit against Hoist Liftruck Manufacturing, Inc. for breach of contract and unjust enrichment. Doc. 1. Hoist moves under Federal Rule of Civil Procedure 12(b)(1) to dismiss for want of subject matter jurisdiction, contending that the parties are not of diverse citizenship. Doc. 13. The motion is denied.

For purposes of the diversity jurisdiction, "a corporation shall be deemed to be a citizen of every State and foreign state by which it has been incorporated and of the State or foreign state where it has its principal place of business." 28 U.S.C. § 1332(c)(1). Hoist is an Illinois corporation with its principal place of business in Illinois, Doc. 1 at ¶ 2, making it a citizen of Illinois. Borusan is a business entity organized under the laws of the Republic of Turkey as an "anonim sirket" or "A.S." and maintains its principal place of business in Turkey. Id. at ¶ 1; Doc. 13-1 at 3; Doc. 17-1 at ¶¶ 3-5. If, as Borusan contends, a Turkish A.S. is the equivalent of a United States corporation, then Borusan is a citizen of Turkey, and the parties are diverse. See BouMatic, LLC v. Idento Operations, BV , 759 F.3d 790, 791 (7th Cir. 2014). But if, as Hoist contends, Borusan is not the equivalent of a United States corporation, then its citizenship is the citizenship of each of its members or partners. See Americold Realty Trust v. Conagra Foods, Inc. , --- U.S. ----, 136 S.Ct. 1012, 1015, 194 L.Ed.2d 71 (2016) ; Hoagland ex rel. Midwest Transit, Inc. v. Sandberg, Phoenix & von Gontard, P.C. , 385 F.3d 737, 738-39 (7th Cir. 2004). And if Hoist were right, then Borusan has not adequately pleaded that the parties are diverse, for it has not alleged the identity of its partners or members, let alone their respective citizenships. See Meyerson v. Showboat Marina Casino P'ship , 312 F.3d 318, 319-21 (7th Cir. 2002) (dismissing a purported diversity suit where the parties "[did] not tell [the court] the identity and citizenship of the partners in the two entities that own[ed]" the defendant general partnership); Guar. Nat'l Title Co. v. J.E.G. Assocs. , 101 F.3d 57, 58-59 (7th Cir. 1996) (dismissing a purported diversity suit brought by a limited partnership where the "pleadings [did] not contain any information bearing on the partners' identity and citizenship") (brackets in original); Kroll v. Ceva Freight, LLC , 2014 WL 43641, at *3 (N.D. Ill. Jan. 6, 2014) (remanding a purported diversity suit given the defendant's failure "to even attempt to allege the citizenship of three of the four parties," including a limited liability company and a limited partnership) (emphasis omitted).

Whether a foreign business entity should be treated as a corporation for jurisdictional purposes depends on whether it "has attributes sufficiently similar to those of a corporation organized in the United States." InStep Software LLC v. Instep (Beijing) Software Co. , 577 F. App'x 612, 613 (7th Cir. 2014). Those attributes include "indefinite existence, personhood (the right to contract and litigate in [the organization's] own name), limited liability for equity investors, and alienable shares, among other features." Fellowes, Inc. v. Changzhou Xinrui Fellowes Office Equip. Co. , 759 F.3d 787, 788 (7th Cir. 2014). So, for instance, the Dutch business entity called a besloten vennootschap met beperkte aansprakelijkheid ("BV") qualifies as a corporation under § 1332(c)(1) because it "has the standard elements of 'personhood' (perpetual existence, the right to contract and do business in its own name, and the right to sue and be sued)"; it "issues shares to investors who enjoy limited liability (which is to say, are not liable for the business's debts)"; and its "[s]hares can be bought and sold, subject to restrictions that the business declares"-all common traits "in this nation's *740close corporations." BouMatic , 759 F.3d at 791.

Although "anonim sirket" may be literally translated from Turkish as "joint stock company," Doc. 13 at 3, a Turkish A.S.-like a Dutch BV-has all of the salient attributes of a United States corporation. First, an A.S. is a corporate person with indefinite existence. See Tugrul Ansay and Eric C. Schneider, Introduction to Turkish Business Law 88 (2001) (describing an A.S. as "a business association with legal personality"); Kemal Ertug and Ali Ulvi Arikan, Turkey: Company Formation in Turkey , http://www.mondaq.com/turkey/x/285802/Corporate+Commercial+Law/Company+Formation+In+Turkey (last accessed Apr. 26, 2018) (observing that an A.S. "may be incorporated for an indefinite period"); Orhan Yavuz Mavioglu, Turkey [sic] Forms of Doing Business , http://www.admdlaw.com/turkey-forms-of-doing-business/#.WjFXi1WnGUm (last accessed Apr. 26, 2018) (noting that an A.S. "acquires legal personality (entity status)" upon registration). Second, shareholder liability is limited to a shareholder's capital stake in an A.S. See Erben v. Raymond James Fin., Inc. , 2013 WL 2406242, at *3 (M.D. Fla. June 3, 2013) ("The submissions ...

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Bluebook (online)
338 F. Supp. 3d 738, Counsel Stack Legal Research, https://law.counselstack.com/opinion/borusan-makina-ve-guc-sistemleri-sanayi-ve-ticaret-a-v-hoist-liftruck-illinoised-2018.