Navarro Savings Assn. v. Lee

446 U.S. 458, 100 S. Ct. 1779, 64 L. Ed. 2d 425, 1980 U.S. LEXIS 35, 29 Fed. R. Serv. 2d 500

• Court: Supreme Court of the United States
• Decided: May 19, 1980
• Docket: 79-465
• Status: Published

Opinions

Mr. Justice Powell

delivered the opinion of the Court.

The question is whether the trustees of a business trust may irivoke the diversity jurisdictión of the federal courts on the basis of their own citizenship, rather than that of the trust’s beneficial shareholders.

I

The respondents are eight individual trustees of Fidelity Mortgage Investors, a business trust organized under Massachusetts law.¹ They hold title to real estate investments in trust for the benefit of Fidelity’s shareholders.² The declaration of trust gives the respondents exclusive authority over this property “free from any power and control of the Shareholders, to the same extent as if the Trustees were the sole owners of the Trust Estate in their own right. ...” ³ The respondents have power to transact Fidelity’s business, execute documents, and “sue and be sued in the name of the Trust or in their names as Trustees of the Trust.” ⁴ They may invest the funds of the trust, lend money, and initiate or compromise lawsuits relating to the trust’s affairs.⁵

In 1971, respondents lent $850,000 to a Texas firm in return for a promissory note payable to themselves as trustees. The note was secured in part by a commitment letter in which petitioner Navarro Savings Association agreed to lend the Texas firm $850,000 to cover its obligation to the respondents. In 1973, respondents called upon Navarro to make the “takeout” loan. Navarro refused, and this action followed. The amended complaint, filed in the United States District Court for the Northern District of Texas, sought approximately $175,000 in damages for breach of contract. Federal jurisdiction was premised upon diversity of citizenship. 28 U. S. C. .⁶ The complaint asserted — and the parties agree — that Navarro was a Texas citizen and that each respondent was a citizen of another State. The parties have stipulated, however, that some of Fidelity’s beneficial shareholders were Texas residents.

The District Court dismissed the action for want of subject-matter jurisdiction. 416 F. Supp. 1186 (1976). Concluding that a business trust is a citizen of every State in which its shareholders reside, the court held that the parties lacked the complete diversity required by Strawbridge v. Curtiss, 3 Cranch 267 (1806). The Court of Appeals for the Fifth Circuit reversed. 597 F. 2d 421 (1979). It held that the respondent trustees were real parties in interest because they had full power to manage and control the trust and to sue on its behalf. Since complete diversity existed among the actual parties to the controversy, the Court of Appeals directed the District Court to proceed to trial on the merits. We granted certiorari, 444 U. S. 962 (1979), and we now affirm.

II

Federal courts have jurisdiction over controversies between “Citizens of different States” by virtue of 28 U. S. C. § 1332 (a)(1) and U. S. Const., Art. Ill, §2. Early in its history, this Court established that the “citizens” upon whose diversity a plaintiff grounds jurisdiction must be real and substantial parties to the controversy. McNutt v. Bland, 2 How. 9, 15 (1844); see Marshall v. Baltimore & Ohio R. Co., 16 How. 314, 328-329 (1854); Coal Co. v. Blatchford, 11 (1871). Thus, a federal court must disregard nominal or formal parties and rest jurisdiction only upon the citizenship of real parties to the controversy. E. g., McNutt v. Bland, supra, at 14; see 6 C. Wright & A. Miller, Federal Practice and Procedure § 1556, pp. 710-711 (1971).

The early cases held that only persons could be real parties to the controversy. Artificial or “invisible” legal creatures were not citizens of any State. Bank of United States v. Deveaux, 5 Cranch 61, 86-87, 91 (1809).⁷ Although corporations suing in diversity long have been “deemed” citizens, see n. 7, supra, unincorporated associations remain mere collections of individuals. When the “persons composing such association” sue in their collective name, they are the parties whose citizenship determines the diversity jurisdiction of a federal court. Great Southern Fire Proof Hotel Co. v. Jones, 177 U. S. 449, 456 (1900) (limited partnership association); see Steelworkers v. Bouligny, Inc., 382 U. S. 145 (1965) (labor union); Chapman v. Barney, 129 U. S. 677 (1889) (joint stock company).

Navarro contends that Fidelity’s trust form masks an unincorporated association of • individuals who make joint real estate investments. Navarro observes that certain features of the trust’s operations also characterize the operations of an association: centralized management, continuity of enterprise, and unlimited duration. Arguing that this trust is in substance an association, Navarro reasons that the real parties to the lawsuit are Fidelity’s beneficial shareholders.

Ill

We need not reject the argument that Fidelity shares some attributes of an association. In certain respects, a business trust also resembles a corporation. But this case involves neither an association nor a corporation. Fidelity is an express trust, and the question is whether its trustees are real parties to this controversy for purposes of a federal court’s diversity jurisdiction.⁸

As early as 1808, this Court stated that trustees of an express trust are entitled to bring diversity actions in their own names and upon the basis of their own citizenship. Chappedelaine v. Dechenaux, 4 Cranch 306, 308. Federal Rule of Civil Procedure 17 (a) now provides that such trustees are real parties in interest for procedural purposes.⁹ Yet similar principles governed diversity jurisdiction long before the advent of uniform rules of procedure.¹⁰ In 1870, the Court declared that jurisdiction properly founded upon the diverse citizenship of individual trustees “is not defeated by the fact that the parties whom they represent may be disqualified.” Coal Co. v. Blatchford, 11 Wall., at 175 (mortgage contract). “[T]he residence of those who may have the equitable interest” is simply irrelevant. Bonnafee v. Williams, 3 How. 574, 577 (1845) (note held in trust for third party). The same rule applies when “the beneficiaries are many.” Dodge v. Tulleys, 144 U. S. 451, 456 (1892) (dictum) (railroad trust deed).¹¹

In Bullard v. Cisco, 290 U. S. 179, 189 (1933), the trust beneficiaries were “numerous and widely scattered” investors who had conveyed certain bonds to a committee formed by a protective, agreement. The agreement did not use trust terminology. Nevertheless, the Court held that the “rights, powers and duties expressly assigned” to committee members “necessarily” made them trustees. Ibid. The agreement gaye the committeemen “full title to the deposited bonds,” and it defined “the control and power of disposal which the trustees were to have over them.” Ibid. Refusing to analogize the committee to a collection agency, the Court concluded that “[t]he beneficiaries were not necessary parties and their citizenship was immaterial.” Id., at 190.¹²

Bullard reaffirms that a trustee is a real party to the controversy for purposes of diversity jurisdiction when he possesses certain customary powers to hold, manage, and dispose of assets for the benefit of others.¹³ The trustees in this case have such powers. At all relevant times, Fidelity operated under a declaration of trust that authorized the trustees to take legal title to trust assets, to invest those assets for the benefit of the shareholders, and to sue and be sued in their capacity as trustees. Respondents filed this lawsuit in that capacity. They seek damages for breach of an obligation running to the holder of a promissory note held in their own names. Fidelity’s 9,500 beneficial shareholders had no voice in the initial investment decision. They can neither control the disposition of this action nor intervene in the affairs of the trust except in the most extraordinary situations.¹⁴

We conclude that these respondents are active trustees whose control over the assets held in their names is Teal and substantial. That the trust may depart from conventional forms in other respects has no bearing upon this determination. Nor does Fidelity’s resemblance to a business enterprise alter the distinctive rights and duties of the trustees.¹⁵ There is no allegation of sham or collusion. See 28 U. S. C. § 1359; Bullard v. Cisco, supra, at 187-188, and n. 5. The respondents are not “naked trustees” who act as “mere conduits” for a remedy flowing to others. McNutt v. Bland, 2 How., at 13-14; see Browne v. Strode, 5 Cranch 303 (1809). They have legal title; they manage the assets; they control the litigation. In short, they are real parties to the controversy. For more than 150 years, the law has permitted trustees who meet .this standard to sue in their own right, without regard to the citizenship of the trust beneficiaries. We find no reason to forsake that principle today.

The judgment of the Court of Appeals is

Affirmed.

1 Fidelity merged into a Delaware corporation in 1978, but Federal Rule of Civil Procedure 25 (c) permits the original parties to continue the litigation. Jurisdiction turns on the facts existing at the time the suit commenced. Louisville, N. A. & C. R. Co. v. Louisville Trust Co., 174 U. S. 552, 556 (1899).

2 Fidelity Mortgage Investors Fifth Amended and Restated Declaration of Trust (hereinafter Fidelity Declaration of Trust), App. A44-A45.

3 Id.., Art. 3.1, App. A49-A50.

4 Id., Art. 1.1, App. A45.

5 Id., Art. 3.2, App. A50-A55.

6 Section 1332 (a)(1) provides:

“The district courts shall have original jurisdiction of all civil actions where the matter in controversy exceeds the sum or value of $10,000, exclusive of interest and costs, and is between . . . citizens of different States. . . .”

In view of our disposition of the case, we need not consider respondents’ alternative claim to jurisdiction under 28 U. S. C. § 1331 or their attempt to bring a class action under Federal Rule of Civil Procedure 23.2.

7 Although overruled in Louisville, C., & C. R. Co. v. Letson, 2 How. 497 (1844), Deveaux was resurrected by Marshall v. Baltimore & Ohio R. Co., 16 How. 314 (1854). Marshall held that an artificial entity cannot be a citizen, but that the persons who “act under [corporate] faculties . . . and use [the] corporate name” are presumed to reside in the State of incorporation. Id., at 328; see St. Louis & S. F. R. Co. v. James, 161 U. S. 545, 562 (1896). This view endured until 1958, when Congress amended the diversity statute to provide explicitly that “a corporation shall be deemed a citizen of any State by which it has been incorporated and of the State where it has its principal place of business.” Act of July 25, 1958, § 2, 72 Stat. 415 (codified at 28 U. S. C. § 1332 (c)).

8 The dissenting opinion, post, at 471-472, and n. 4, 476, n. 7, asserts that Massachusetts law would treat Fidelity as a trust for some purposes and as a partnership for others. Neither the parties nor the courts below addressed these questions of state law. Assuming that the dissent is correct, its observations cast no doubt on our conclusion that Fidelity is a form of express trust. It is black letter law that “[m]any of the rules applicable to trusts are applied to business trusts. . . .” Restatement (Second) of Trusts § 1, Comment b, p. 4 (1959). Many others are not. Our task is simply to determine, as a matter of federal law, whether the rules applicable to trustees who sue in diversity fall in the former or the latter category.

9 There is a "rough symmetry” between the “real party in interest” standard of Rule 17 (a) and the rule that diversity jurisdiction depends upon the citizenship of real parties to the controversy. But the two rules serve different purposes and need not produce identical outcomes in all cases. Note, Diversity Jurisdiction over Unincorporated Business Entities: The Real Party in Interest as a Jurisdictional Rule, 56 Texas L. Rev. 243, 247-250 (1978); see 6 C. Wright & A. Miller, Federal Practice and Procedure § 1556, pp. 710-711 (1971). In appropriate circumstances, for example, a labor union may file suit in its own name as a real party in interest under Rule 17 (a). To establish diversity, however, the union must rely upon the citizenship of each of its members. Steelworkers v. Bouligny, Inc., 382 U. S. 145 (1965).

10 The Court never has analogized express trusts to business entities for purposes of diversity jurisdiction. Even when the Court espoused the view that a corporation lacked citizenship, Bank of United States v. Deveaux, 5 Cranch, at 91, Mr. Chief Justice Marshall explained that the doctrine had no bearing on the status of trustees.

“When [persons suing by a corporate name] are said to be substantially the parties to the controversy, the court does not mean to liken it to the ease of a trustee. A trustee is a real person capable of being a citizen . . . , who has the whole legal estate in himself. At law, he is the real proprietor, and he represents himself, and sues in his own right.”

11 Thomas v. Board of Trustees, 195 U. S. 207 (1904), cited by Navarro, js not to the contrary. The Court there considered the Board of Trustees of a state university. Rejecting the contention that the Board was analogous to a corporation, the Court held that jurisdiction depended upon the citizenship of the individual trustees. Id., at 215-217. The Court did not discuss the nature of the “trust” or the possible existence of beneficiaries.

12 The actual issue in Bullard was not citizenship but amount in controversy. The claims of certain individual bondholders were too small to satisfy the $3,000 jurisdictional threshold then in effect. The trustees, on the other hand, held legal title to unpaid bonds and coupons worth about $350,000. 290 U. S., at 180-181.

13 The relative simplicity of this established principle, see post, at 475, is one of its virtues. “It is of first importance to have a definition . . . [that] will not invite extensive threshold litigation over jurisdiction,” although the resulting “differentiations of treatment . . . appear somewhat arbitrary.” American Law Institute, Study of the Division of Jurisdiction between State and Federal Courts 128 (1969). “Jurisdiction should be as self-regulated as breathing; . . . litigation over whether the case is in the right court is essentially a waste of time and resources.” Currie, The Federal Courts and the American Law Institute, Part I, 36 U. Chi. L. Rev. 1 (1968). The analysis proposed by the dissent, post, at 475-476, see post, at 467-472, and n. 4, could present serious difficulties for district courts called upon to determine questions of diversity jurisdiction.

14 The shareholders may elect and remove trustees; they may terminate the trust or amend the Declaration; and they must approve any disposition of more than half of the trust estate. Fidelity Declaration of Trust, Arts. 2.2, 6.7, 8.2, 8.3, App. A47, A67, A79-A80. No other shareholder action can bind the trustees. Id., Arts. 3.1, 6.2, App. A49, A64.

The dissent believes that these limited powers of intervention establish a “pervasive measure of [shareholder] control . . . over the trustees’ actions. . . .” Post, at 476. Therefore, the dissent would hold that Fidelity is a citizen of each State in which any of its 9,500 shareholders resides. But this form of “control” does not strip the trustees of the powers that make them real parties to the controversy for purposes of diversity jurisdiction. See supra, at 459, 463-465. Indeed, their authority over trust property — short of partial liquidation — is expressly made “free from any power and control of the Shareholders, to the same extent as if the Trustees were the sole owners of the Trust Estate in their own right. . . .” Fidelity Declaration of Trust, Art. 3.1, App. A49-A50.

15 That business trusts may be treated as associations under the Internal Revenue Code, Morrissey v. Commissioner, 296 U. S. 344 (1935), is simply irrelevant.