Navy Federal Credit Union v. LTD Financial Services, LP

972 F.3d 344

• Court: Court of Appeals for the Fourth Circuit
• Decided: August 20, 2020
• Docket: 19-1341
• Status: Published

Opinion

PUBLISHED

UNITED STATES COURT OF APPEALS FOR THE FOURTH CIRCUIT

No. 19-1341

NAVY FEDERAL CREDIT UNION,

Plaintiff – Appellant,

v.

LTD FINANCIAL SERVICES, LP; ADVANTAGE ASSETS II, INC.; DEBT MANAGEMENT PARTNERS, LLC; JOHN DOES #1 - #3; BAYVIEW SOLUTIONS LLC,

Defendants – Appellees.

------------------------------

CREDIT UNION NATIONAL ASSOCIATION; NATIONAL ASSOCIATION OF FEDERALLY-INSURED CREDIT UNIONS,

Amici Supporting Appellant.

Appeal from United States District Court for the Eastern District of Virginia, at Alexandria. Anthony J. Trenga, District Judge. (1:18-cv-01424-AJT-TCB)

Argued: April 7, 2020 Decided: August 20, 2020

Before WILKINSON and RICHARDSON, Circuit Judges, and Thomas E. JOHNSTON, Chief United States District Judge for the Southern District of West Virginia, sitting by designation. Reversed by published opinion. Judge Richardson wrote the opinion, in which Judge Wilkinson and Judge Johnston join.

ARGUED: Michael Julian Gottlieb, WILLKIE, FARR & GALLAGHER LLP, Washington, D.C., for Appellant. Virginia Whitner Hoptman, REDMOND, PEYTON & BRASWELL, Alexandria, Virginia; David E. Gutowski, ZDARSKY SAWICKI & AGOSTINELLI, Buffalo, New York, for Appellees. ON BRIEF: Joshua Riley, Jon R. Knight, BOIES SCHILLER FLEXNER LLP, Washington, D.C., for Appellant. James S. Kurz, REDMOND, PEYTON & BRASWELL, Alexandria, Virginia; J. William Eshelman, III, Bradford G. Hughes, CLARK HILL PLC, Washington, D.C., for Appellees. Michael H. Pryor, Washington, D.C., Christine A. Samsel, Nicholas R. Santucci, BROWNSTEIN HYATT FARBER SCHRECK, LLP, Denver, Colorado, for Amicus Credit Union National Association. William M. Jay, Andrew Kim, GOODWIN PROCTER LLP, Washington, D.C., for Amicus National Association of Federally-Insured Credit Unions.

2 RICHARDSON, Circuit Judge:

This appeal centers on the meaning of a seemingly simple, three-letter word

connecting two clauses: and. For establishing diversity jurisdiction, Congress provides

that a corporation “shall be deemed 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) (emphasis added). We regularly apply this subsection

to your bread-and-butter, state-chartered corporations. But federally chartered

corporations (not incorporated in a State or foreign state) do not “fit comfortably” under

the first clause. Wachovia Bank v. Schmidt, 546 U.S. 303, 306 (2006). What of the second?

According to defendants and the district court, a federal corporation is not a citizen

of the place where it has its principal place of business under § 1332(c)(1). In their view,

the use of the word and between the clauses means that § 1332(c)(1) applies only to those

corporations that satisfy both: those chartered by a “State or foreign state,” not by the

federal government. Plaintiff Navy Federal Credit Union, a federally chartered credit

union, disagrees. Acknowledging the first clause of § 1332(c)(1) does not grant state

citizenship to a federal corporation, Navy Federal argues the second clause deems it a

citizen of Virginia.

In our view, § 1332(c)(1)’s text, structure, and context show that Navy Federal is

correct. The plain meaning of and in context here is ‘in addition to,’ and when we add

something to nothing, something remains. Section 1332(c)(1) thus requires us to interpret

and to give effect to the second clause even when the first clause does not specify a

citizenship. Moreover, the district court’s and defendants’ understanding of and conflicts

3 with circuit precedent. See Athena Automotive, Inc. v. DiGregorio, 166 F.3d 288, 290 (4th

Cir. 1999). Finally, this approach to § 1332(c)(1) is supported by the Supreme Court’s

holding in Bankers Trust Co. v. Texas & Pacific Railway Co., 241 U.S. 295 (1916). There,

the Court asked whether the common law, the constitution, or the legislature spoke to the

issue of corporate citizenship. But with no existing constitutional or legislative provision

on point, the Court found a federal corporation not diverse under then-existing federal-

common-law rules. Id. at 309−10. Congress has since plainly provided a general rule for

corporate citizenship, and that text grants a federal corporation the citizenship of its

principal place of business. For these reasons, we find Navy Federal to be a citizen of

Virginia, and we reverse.

I. Background

This case arises from a contract dispute. In April 2012, Plaintiff Navy Federal

Credit Union sold a portfolio of debt instruments to defendant Advantage Assets II.

Advantage then turned around and resold those assets to its codefendants. This resale

ostensibly violated Advantage’s asset-purchase agreement with Navy Federal. Adding

insult to breach, the codefendants supposedly employed unscrupulous debt-collection

practices that defamed the credit union, interfered with its business, and injured its

members.

So Navy Federal filed this lawsuit in federal district court, asserting only state-law

claims and invoking diversity jurisdiction. The substance of Navy Federal’s claims is not

at issue today. Rather, this appeal concerns the federal courts’ jurisdiction over the

controversy in the first place. Defendants’ citizenship—Delaware, Florida, New York, and

4 Texas—is uncontested. And Navy Federal is seeking damages above the jurisdictional

minimum. See § 1332(a). The primary issue here is whether Navy Federal, as a federally

chartered credit union, is a citizen of any state.

A. Navy Federal Credit Union

Navy Federal Credit Union is a federally chartered, not-for-profit credit union. On

July 17, 1947, the Bureau of Federal Credit Unions issued a certificate of incorporation to

the “Navy Department Employees Federal Credit Union” under the Federal Credit Union

Act of 1934. At the time of its incorporation, the credit union limited its membership to

“military personnel [and employees] of the Navy Department in Washington, D.C. and

adjoining counties of Maryland and Virginia,” as well as employees of the credit union and

their families. J.A. 100. And at first, the credit union ran its operations from Washington,

D.C.

Over the next seventy years, the credit union experienced explosive growth. Navy

Federal now has over eight-million members in thirty states, the District of Columbia, two

U.S. territories, and twelve foreign countries. All “[m]ilitary and civilian personnel

regularly employed by the Department of Defense[, Coast Guard, or National Guard] . . .

at any Government installation, facility, or unit, afloat or ashore” may join the credit union

today. J.A. 104. Additionally, several idiosyncratic constituencies scattered across the

5 country have since become eligible for membership. 1 As of December 2017, Navy Federal

had accumulated over $63 billion in shares and member deposits.

Completing the transformation, the “Navy Department Employees Federal Credit

Union” eventually shortened its name to “Navy Federal” and moved its corporate

headquarters to Vienna, Virginia (nearby the Pentagon). This Vienna complex is home to

20 out of 21 executives serving on the Credit Union’s management committee. It is where

Navy Federal’s directors and officers meet and where all of its operations (except customer

service) are managed. Most of the credit union’s branches and members are located outside

of Virginia, and a plurality of its employees now live and work in Florida.

B. Proceedings below

After Navy Federal initiated this suit in federal court, one defendant, Debt

Management Partners, moved to dismiss it for lack of subject-matter jurisdiction. See Fed.

R. Civ. P. 12(b)(1). It argued that Navy Federal is not diverse under § 1332, so the district

court lacked federal-diversity jurisdiction. And with no other grounds for federal

jurisdiction, the case must be dismissed. See generally Northern Virginia Foot & Ankle

Assocs., LLC v. Pentagon Federal Credit Union, No. 10-cv-1640-RWT, 2011 WL 280983

(D. Md. Jan. 26, 2011).

1 See, e.g., J.A. 104–121 (Voting members of Elsinore Women’s Club in Lake Elsinore, California; Employees of Inspire Kitchen and Bath in National City, California; employees of the United States Congress who work in San Diego County, California; Members of Serra High Football Boosters in San Diego, California; Employees of Jenks Holdings in Las Vegas, Nevada; and Employees of Share Computing in San Diego, California).

6 The district court agreed. See Navy Federal Credit Union v. LTD Financial

Services, LP, 368 F. Supp. 3d 889, 900 (E.D. Va. 2019). First, the court reasoned that

federal credit unions are, in fact, corporations under the plain language of the Federal Credit

Union Act (“FCUA”). See id. at 894. But the court found that § 1332(c)(1), in which

Congress provides for the citizenship of corporations, does not apply to federal

corporations. The district court reasoned that § 1332(c)(1) “states that a corporation is a

citizen of the state in which it was incorporated and in which it has its principal place of

business[, so] [t]he use of the word ‘and’ between the clauses . . . suggests that the provision

contemplates only those corporations that have both, i.e., those chartered under state law.”

Id. And since Navy Federal was chartered under federal law, the district court held that

§ 1332(c)(1) does not apply, meaning Navy Federal was not diverse. See id. at 898. 2 Thus

the court dismissed the case for lack of subject-matter jurisdiction.

Navy Federal timely appealed, and we have jurisdiction. See 28 U.S.C. § 1291. 3

2 The district court also considered, and rejected, the so-called “localization exception.” Navy Federal Credit Union, 368 F. Supp. 3d at 898–900 (discussing Feuchtwanger Corp. v. Lake Hiawatha Fed. Credit Union, 272 F.2d 453 (3d Cir. 1959)). Since we find Navy Federal to be diverse under § 1332, we decline to pass on the validity of this supposed exception. 3 The question on appeal is whether § 1332(c)(1) applies at all. Defendants do not contest that if § 1332(c)(1) provides that Navy Federal is a citizen of its principal place of business, then that place would be Virginia. See, e.g., J.A. 25; see also Dist Ct. Dkt. 149 at 9, 10, 19; Navy Fed. Credit Union, 368 F. Supp. 3d at 891.

7 II. Discussion

We review de novo the district court’s determination that it lacked subject-matter

jurisdiction for lack of diversity. Elliott v. American States Insurance Co., 883 F.3d 384,

394 (4th Cir. 2018).

The judicial Power of the inferior federal courts extends only as far as Article III

permits and Congress chooses to confer. See U.S. Const. Art. III, § 1, cl. 2; Sheldon v. Sill,

49 U.S. 441, 448–49 (1850); cf. Martin v. Hunter’s Lessee, 14 U.S. 304, 328–31 (1816).

Among the several constitutional bases for jurisdiction, Article III § 2 permits courts to

decide “Controversies . . . between Citizens of different States.” Christened “diversity

jurisdiction,” this constitutional font allows for the judicial Power to flow where the

citizenship of any plaintiff differs from that of any defendant. See State Farm Fire &

Casualty Co. v. Tashire, 386 U.S. 523, 531 (1967). This we call “‘minimal diversity.’” Id.

at 530.

But Congress (so far) has declined to extend federal-diversity jurisdiction to this

constitutional limit. As relevant here, § 1332(a) allows us to exercise diversity jurisdiction

when two requirements are satisfied. First, the “matter in controversy” must “exceed[] the

sum or value of $75,000.” § 1332(a). And second, the controversy must arise between

“citizens of different States.” § 1332(a)(1); see also § 1332(a)(2)–(4) (governing suits that

involve citizens of foreign states).

This appeal involves the latter requirement of § 1332(a). Unlike the constitutionally

permitted “minimal diversity” jurisdiction, diversity must be “complete” to satisfy this

Congressional grant. See Strawbridge v. Curtiss, 7 U.S. 267 (1806). This means that no

8 plaintiff may share a citizenship with any defendant. See id. Moreover, to be “citizens of

different States” (or a foreign state), all parties must have a state (or foreign) citizenship in

the first place. See § 1332(a)(2)–(3) (emphasis added). 4 And so “stateless” individuals

(or corporations) may destroy diversity jurisdiction. See, e.g., Newman-Green, Inc. v.

Alfonzo-Larrain, 490 U.S. 826, 829 (1989). Because of this “complete diversity” rule, a

federal court must determine and compare the citizenship(s) of all plaintiffs and all

defendants before exercising diversity jurisdiction under § 1332(a).

Of course, this only dodges the question of how a court is to determine the

citizenship of the parties before it—particularly when one of those parties is an artificial

entity. At common law, this question was a difficult one, and it has a long, conflicted, and

contentious history. See Hertz Corp. v. Friend, 559 U.S. 77, 84–88 (2010). But ultimately,

“how such citizenship is to be determined, and what if any related rules ought to apply, are

decisions . . . suited to the legislat[ure].” United Steelworkers of America, AFL-CIO v. R.

H. Bouligny, Inc., 382 U.S. 145, 153 (1965).

Congress has decided. Section 1332(c)(1) specifies the rules governing the

citizenship of corporations. It provides:

“[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.”

4 We note that, for assessing diversity jurisdiction, the term “citizenship” diverges from its meaning in the immigration or passport context. See generally Gilbert v. David, 235 U.S. 561, 569 (1915) (discussing the concept of one’s domicile); 13E Wright & Miller, Federal Practice and Procedure § 3611, The Requirement and Meaning of Citizenship—In General (3d ed. 2008). This distinction is not at issue today.

9 § 1332(c)(1). Here, we ask whether (and later how) this text applies to Navy Federal, a

federally chartered credit union.

Defendants argue that § 1332(c)(1) cannot apply to Navy Federal in three thrusts.

First, they urge that a federal credit union is not a corporation, so different rules apply.

Second, defendants assert that since the first clause of § 1332(c)(1) does not apply to Navy

Federal, the second clause cannot apply. Thus, Navy Federal is stateless, and its stateless

status destroys diversity. Below, the district court based its holding on this second

argument. Third, they argue that the Supreme Court’s decision in Bankers’ Trust Co. v.

Texas & Pacific Railway Co., 241 U.S. 295 (1916)—holding federal corporations are not

diverse without some common law, constitutional, or statutory indication to the contrary—

should control our decision today.

Navy Federal responds in three corresponding parries. According to Navy Federal,

the statute creating federal credit unions classifies them as “corporations,” meaning

§ 1332(c)(1) applies. Next, Navy Federal argues that the plain meaning of the word and

shows that the second clause of § 1332(c)(1) provides a basis for citizenship independent

of the first clause. Last, Navy Federal accepts the Bankers’ Trust precedent and argues

that—consistent with the Supreme Court’s instructions—we must give effect to Congress’s

since-provided rule in § 1332(c)(1) for conferring state citizenship on corporations.

We consider each engagement and find that Navy Federal wins the bout: Navy

Federal is a citizen of its principal place of business, Virginia.

10 A. Navy Federal is a corporation

We first consider whether Navy Federal is a “corporation.” Section 1332(c)(1)

governs the citizenship of only “true-blue ‘corporations.’” Hawkins v. i-TV Digitalis

Tavkozlesi zrt., 935 F.3d 211, 223 (4th Cir. 2019); see § 1332(c)(1) (“a corporation shall

be deemed . . .”) (emphasis added). If an unincorporated association, as defendants claim,

then different rules would apply to Navy Federal: An unincorporated association is imbued

with the citizenship of all its members. See, e.g., Americold Realty Trust v. Conagra

Foods, Inc., 136 S. Ct. 1012, 1015 (2016); Chapman v. Barney, 129 U.S. 677, 682 (1889).

And because Navy Federal’s members include citizens of Florida, Texas, Delaware, and

New York—where defendants are also citizens—applying the unincorporated association

rule here would defeat complete diversity and thus deprive the federal courts of

jurisdiction.

To determine whether an entity is a “corporation” we look to the statute of its

formation to see if it is designated as such. See Carden v. Arkoma Associates, 494 U.S.

185, 189–90 (1990); Hawkins, 935 F.3d at 223. 5 And so the district court began its analysis

quite properly, by looking to the plain text of the FCUA, 12 U.S.C. § 1751 et seq. The

FCUA specifies that, upon approval, a federal credit union “shall be a body corporate.” Id.

5 Only in special circumstances—such as when a foreign corporation lacks a clear domestic analogue—may we look to the structure of an entity to determine whether it classifies as a corporation. See People of Puerto Rico v. Russell & Co., Sucesores S. En. C., 288 U.S. 476, 479−80 (1933) (analyzing a sociedad en comandita (a Puerto Rican business entity that has some features of a corporation)); see also Hawkins, 935 F.3d at 224–25 (discussing BouMatic, LLC v. Idento Operations, BV, 759 F.3d 790, 791 (7th Cir. 2014)). Defendants do not assert that special circumstances exist here.

11 § 1754; accord 12 C.F.R. Part 701, App. A (an approved federal credit union is a

“corporation chartered under the laws of the United States”); Corporation, 3 Oxford

English Dictionary 956 (2d ed. 1989) (“A body corporate legally authorized to act as a

single individual”) (emphasis added). And upon becoming a “body corporate,” a federal

credit union is “vested with all of the powers and charged with all the liabilities conferred

. . . by [the FCUA] upon corporations organized hereunder.” 12 U.S.C. § 1754 (emphasis

added). Thus the FCUA explicitly states that federally chartered credit unions are, in fact,

corporations. Context clues confirm this understanding: A credit union’s powers and

governance structure must be set forth in an “organization certificate,” which serves as “the

charter of the corporation.” Id. (emphasis added). Congress has classified federal credit

unions as “corporations,” not unincorporated associations.

Defendants instead highlight other provisions of the FCUA that use the term

“association.” See, e.g., id. § 1752 (“the term ‘Federal credit union’ means a cooperative

association organized in accordance with the provisions of this chapter”). 6 Supposedly,

the use of the word “association” shows that federal credit unions are unincorporated. This

argument suffers from two flaws.

6 Defendants also look for support in First Nat’l Bank & Tr. Co. v. Nat’l Credit Union Admin., 90 F.3d 525 (D.C. Cir. 1996), aff’d, 522 U.S. 479 (1998). The question in that case was “whether the members of an occupational [Federal Credit Union] must all share a single ‘common bond of occupation,’” or whether membership may be drawn from unrelated groups. Id. at 526. In using the word “association,” the D.C. Circuit simply described the common bond requirement—and nowhere did it discuss or suggest whether a federal credit union is a corporation.

12 First, defendants miss the point—the relevant line is between incorporated and

unincorporated entities, not “associations” and “corporations.” See Hawkins, 935 F.3d at

222 (“Different rules apply for corporations and unincorporated associations.”) (emphasis

added). An “association” merely signifies a group of persons, not how that group is

organized. See “The Dictionary Act,” 1 U.S.C. § 5 (The word “association” may be used

“in reference to a corporation.”); Association, 1 Oxford English Dictionary 718 (“A body

of persons who have combined to execute a common purpose or advance a common cause;

the whole organization which they form to effect their purpose.”). For instance, the Home

Owners’ Loan Act classifies “Federal savings associations” as corporations—despite the

use of the word “association” in their name, see 12 U.S.C. § 1464(a)(1)–(2), (d)(5). Thus

the mere use of the term “association” in the FCUA—without more—does not at all

suggest that Congress intended for federal credit unions to be unincorporated entities.

Second, even if association could generally be read to imply an unincorporated

entity, defendants ignore the context in which the word “association” is used. See, e.g.,

Taniguchi v. Kan Pacific Saipan, Ltd., 566 U.S. 560, 569–70 (2012) (defining the word

“interpreter” based on its statutory context). The FCUA uses the term “association” to

describe the characteristics of those groups eligible to incorporate as a federal credit union.

See 12 U.S.C. § 1759(b)(1)−(2) (A federal credit union “shall be limited to . . . group[s]

having a common bond of occupation or association.”); National Credit Union

Administration v. First National Bank & Trust Co., 522 U.S. 479, 484 (1998) (discussing

the common bond requirement); cf. 8 Del. Code § 101 (“Any person, partnership,

association or corporation . . . may incorporate.”) (emphasis added). Section 1753 requires

13 an “association” of “seven or more natural persons” as a prerequisite to form a credit union.

So an individual alone cannot incorporate, he must be part of a group or association. And

that gang of (at least) seven must then specify “the name of [their] association” in an

“organization certificate” that serves as an application to form their credit union. Id. Once

the National Credit Union Administration Board determines “whether the organization

certificate conforms to the provisions of this chapter” (among other factors), the Board

approves the association’s organization certificate, and that certificate becomes “the charter

of the corporation.” Id. § 1754 (emphasis added). Thus, we find the structure of the

FCUA—requiring association as a prerequisite to incorporation—consistent with its plain

classification of an approved credit union as “a body corporate.” Id. 7

For these reasons, we hold that a federal credit union is a “corporation” and so turn

to the application of § 1332(c)(1) to federal credit unions.

7 Other courts have suggested that the word corporation in § 1332(c)(1) is at issue for a separate reason. In Beaman v. Mountain Am. Fed. Credit Union, No. 19-cv-00053- HCN, ---- F. Supp. 3d ----, 2020 WL 2085266, at *5 (D. Utah Apr. 30, 2020), the district court reasoned that corporation is implicitly limited to entities incorporated by a State or foreign state. We see no basis for reading this limitation into corporation. In fact, we think this reading of § 1332(c)(1) puts the cart before the horse. “State” and “foreign state,” following the preposition “of,” modify the object “citizen,” and thus specify the types of citizenships that § 1332(c)(1) confers on “corporations.” They do not impose an ex-ante limitation upon the kinds of corporations to which citizenship may be conferred.

14 B. Navy Federal is a citizen of the state of its principal place of business

1. Text, structure, and precedent support Navy Federal

“As in all statutory construction cases,” we start with the plain text of the provision.

Marx v. General Revenue Corp., 568 U.S. 371, 376 (2013). Section 1332(c)(1) states:

“[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.” By its own terms, § 1332(c)(1) offers two grounds for corporate citizenship—

a corporation is (1) a citizen “of every State and foreign state by which it has been

incorporated” and (2) a citizen “of the State or foreign state where it has its principal place

of business.” § 1332(c)(1). 8 And the use of the mandatory “shall” requires us to deem a

corporation a citizen on the specified grounds where possible. Holland v. Pardee Coal

Co., 269 F.3d 424, 431 (4th Cir. 2001). The first clause cannot grant Navy Federal a State

citizenship as it is federally incorporated, but the second confers Navy Federal with the

citizenship of Virginia, its principal place of business. We see no problem with this

straightforward interpretation.

‘Not so fast,’ defendants protest. Supposedly, an interpretive problem arises from

the word that connects the two clauses: and. According to defendants, and means “along

8 The parties refer to the relevant language of § 1332(c)(1) as “clauses”—as did the district court and as have commentators. See, e.g., Navy Federal Credit Union, 368 F. Supp. 3d at 894; Marc Miller, Diversity Jurisdiction Over Alien Corporations, 50 CHI. L. REV. 1458, 1467 (1983). But the most accurate grammatical description for each of these sets of words we think to be more nuanced. See Chicago Manual of Style § 5.176 (17th ed. 2017). Yet, for the sake of consistency and simplicity—and because nothing here turns on the characterization—we adopt the terminology advanced by the parties.

15 with.” And in this conjunctive sense, it means two items to be “taken jointly.” Appellees

Br. 13; see also J.A. 332. In defendants’ view, this creates a problem. If applying the state-

of-incorporation clause yields a null set, there is nothing for the principal-place-of-business

clause to go “along with.” So it just cannot be applied. Navy Federal counters that and

simply signifies “‘in addition to.’” Appellant Br. 12. And there is no problem with adding

to a null set: zero plus one is one. This dispute requires us to bring our normal tools of

statutory construction to bear on this simple conjunction.

We first look to the “‘ordinary or natural meaning’” of a term in dispute—a

“cardinal principle of statutory construction.” United States v. Mills, 485 F.3d 219, 222

(4th Cir. 2007) (quoting FDIC v. Meyer, 510 U.S. 471, 476 (1994)). Although the ordinary

meaning of a word normally aligns with its dictionary definition, see Blakely v. Wards, 738

F.3d 607, 611 (4th Cir. 2013) (en banc), this general rule offers less guidance when applied

to a word like and. And is an “elemental word[] in the English language” used to “combine

items.” Antonin Scalia and Bryan A. Garner, Reading Law: The Interpretation of Legal

Texts 116 (2012); see also Bob Dorough, Conjunction Junction in Schoolhouse Rock!

(1973). But and alone tells us little of how two items are to be combined.

Dictionaries do little to resolve the dispute. In fact, the parties here both find support

in the very same definition. See And, 1 Oxford English Dictionary 449 (“Introducing a

word, phrase, clause, or sentence, which is to be taken side by side with, along with, or in

addition to, that which precedes it.”) (emphasis added). Accordingly, we think and—as a

word with “many dictionary definitions” (the Oxford dictionary alone lists over thirty, see

1 Oxford English Dictionary 449–50)—“must draw its meaning from its context.”

16 Ardestani v. I.N.S., 502 U.S. 129, 135 (1991); see also Kenneth A. Adams & Alan S. Kaye,

Revisiting the Ambiguity of “And” and “Or” in Legal Drafting, 80 ST. JOHN’S L. REV.

1167, 1172 (“[W]hether and is ambiguous, and in what way, depends entirely on the

grammatical context.”). The Supreme Court labels words of this nature “chameleons”—

that is, the color of their surroundings determines their character. See Kucana v. Holder,

558 U.S. 233, 245 (2010) (discussing the word under); see also Shaw v. National Union

Fire Insurance Co., 605 F.3d 1250, 1253 (11th Cir. 2010) (discussing and); Peacock v.

Lubbock Compress Co., 252 F.2d 892, 893 (5th Cir. 1958) (same). Thus, the parties’

“diverse renderings of [and], standing alone, do not equip us to resolve this case,” Kucana,

558 U.S. at 245, so we home in on “the specific context in which [and] is used, and the

broader context of the statute as a whole,” Robinson v. Shell Oil Co., 519 U.S. 337, 341

(1997).

Three structural and contextual features of § 1332(c)(1) confirm Navy Federal’s

interpretation of and. First, we note the structural independence of § 1332(c)(1)’s two

clauses. Each provides a different basis for deeming a corporation a “citizen of” a

jurisdiction. The parallel use of the preposition “of” confirms that both clauses (really,

adjectival phrases) are directed toward the word “citizen,” not one another. See generally

Chicago Manual of Style § 5.176 (17th ed. 2017). So this structural independence suggests

that these clauses operate independently to deem a corporation a citizen of a particular

Second, the clauses’ logical independence confirms their structural independence.

Suppose a parent tells his child, “Today, we will go to the park and to the zoo.” It turns

17 out, however, that when the pair arrives at the first destination, the park is closed. Do they

proceed to the still-open zoo? We think it clear they do. That the park was closed has no

bearing on their also-expressed intention to go to the zoo. In this context, Navy Federal’s

interpretation of and carries the day. Consider, on the other hand, the scenario where the

zoo is in the park. Compare Central Park Zoo, NY (in Central Park), with Riverbanks Zoo,

Columbia, SC (near Riverfront Park). Because the park is closed, the intention to visit the

zoo is also defeated. In this circumstance, defendants’ interpretation of and prevails. This

simple example highlights the importance of the logical connection between two items

connected by a conjunction. When the objects connected are independent, they are

generally taken “in addition.” See Reed Dickerson, The Fundamentals of Legal Drafting

§ 6.2, at 105 (2d ed. 1986). When they are dependent, they must be taken “jointly.”

Here, the state-of-incorporation clause and principal-place-of-business clause are

logically independent: the park is closed, but the zoo remains open. It is a central feature

of corporate law that firms may choose where to incorporate, and so select which State,

federal, or foreign corporate law will govern them. See Lucian A. Bebchuck and Alma

Cohen, Firms’ Decisions Where to Incorporate 46 J. L. & ECON. 383, 383 (2003) (“A

central feature of the U.S. corporate environment is the presence of regulatory competition

in corporate law.”); see also Note, OCC Allows Fintech Companies to Apply for National

Bank Charters, 132 HARV. L. REV. 1361, 1363–66 (2019) (discussing these considerations

for FinTech companies); cf. Agency for International Development v. Alliance for Open

Society International, Inc., 140 S. Ct. 2082, 2087 (2020) (“Plaintiffs’ foreign affiliates were

incorporated in other countries and are legally separate from plaintiffs’ American

18 organizations.”). And a corporation’s place of incorporation does not depend on the

location of its headquarters—nor does the place of its headquarters turn on the location of

its incorporation. See, e.g., Model Bus. Corp. Act § 5.01(a) (2016); Yitzhak Hadari, The

Choice of National Law Applicable to the Multinational Enterprise and the Nationality of

Such Enterprises, 1974 DUKE L. J. 1, 10. We see no reason to read and here to create a

conjunctive dependence where none structurally or logically exists.

Third, consider the way that and is used throughout § 1332(c). See Lomax v. Ortiz-

Marquez, 140 S. Ct. 1721, 1725 (2020) (“‘In all but the most unusual situations, a single

use of a statutory phrase must have a fixed meaning’ across a statute.”) (quoting Cochise

Consultancy, Inc. v. United States ex rel. Hunt, 139 S. Ct. 1507, 1512 (2019)). Although

defendants ask us to condition the function of the second clause on the first, § 1332(c)(1)

contains no qualifying language to support such a reading. The first clause itself uses the

word and, providing that a corporation is a citizen “of every State and foreign state” where

incorporated. § 1332(c)(1) (emphasis added). Of course, the use of and here supports only

Navy Federal’s usage. When and means “in addition to,” a corporation may be a citizen

of a domestic state, a foreign state, or both. But if and instead means “taken jointly,” so

that it contemplates only those corporations that have both, then the incorporation clause

would apply only to those entities incorporated in both a State and foreign state.

The latter reading would destroy diversity jurisdiction as we know it: § 1332(c)(1)

would apply only to entities incorporated both domestically and overseas—which, we feel

safe to say, is not most corporations. No court, to our knowledge, has adopted such an

illogical construction of that provision. And this flawed reading becomes particularly stark

19 when we recall that Congress only added the words “and foreign state” in 2011. See

Federal Courts Jurisdiction and Venue Clarification Act of 2011, PL 112-63, 125 Stat 758.

We doubt that this three-word addition can reasonably be read to dramatically curtail most

corporate diversity jurisdiction as we know it. Congress “does not, one might say, hide

elephants in mouseholes.” Whitman v. American Trucking Associations, 531 U.S. 457, 468

(2001).

And is also used in § 1332(c)(1) in reference to insurers—a usage that similarly

supports Navy Federal’s reading. 9 Section 1332 contains three bases for conferring

citizenship on an insurer in an insurance lawsuit: (1) where the insured is a citizen,

(2) where the insurer has been incorporated, and (3) where the insurer has its principal

place of business. § 1332(c)(1)(A)–(C). Because these clauses apply “whether [an insurer

is] incorporated or unincorporated,” Navy Federal’s reading of and, again, must apply here.

If we were to adopt defendants’ reading of and, the instruction to apply these clauses to

unincorporated insurers would be self-defeating. Section 1332(c)(1)(B) (“every State and

9 The rest of § 1332(c)(1) states:

[I]n any direct action against the insurer of a policy or contract of liability insurance, whether incorporated or unincorporated, to which action the insured is not joined as a party-defendant, such insurer shall be deemed a citizen of— (A) every State and foreign state of which the insured is a citizen; (B) every State and foreign state by which the insurer has been incorporated; and (C) the State or foreign state where the insurer has its principal place of business.

(emphasis added).

20 foreign state by which the insurer has been incorporated”) yields only a null set for

unincorporated associations, thus also precluding the application of § 1332(c)(1)(A) and

(C) to unincorporated insurers. This result is nonsensical. For § 1332(c)(1) to apply to

unincorporated insurers, as Congress has expressly instructed, we must invoke Navy

Federal’s interpretation of and. See Fontenot v. Taser International, Inc., 736 F.3d 318,

327 (4th Cir. 2013) (“It is presumed that the legislature intended each portion to be given

full effect and did not intend any provision to be mere surplusage.”) (quotation marks and

citations omitted).

In contrast, other provisions show that when Congress wishes to restrain a grant of

citizenship, it uses words of limitation. See, e.g., § 1332(c)(2) (“[T]he legal representative

. . . shall be deemed to be a citizen only of . . .”) (emphasis added). When Congress imposes

a conjunctive requirement in other subsections (as defendants ask us to do here), it

combines and with that language of limitation. So, in § 1332(a) for example, Congress

uses the word “where” to specify that diversity jurisdiction exists only “where” both “A”

and “B” are satisfied. See also § 1332(d)(2) (“in which” both “A” and “B”). But

§ 1332(c)(1) speaks in the language of conferral: “a corporation shall be deemed to be a

citizen of [both] . . . .” Id. (emphasis added). And § 1332(c)(1) confers generously at that:

“… of every State and foreign state . . . .” Id. (emphasis added). This distinction shows

that Congress knew precisely how to impose conjunctive requirements but declined to do

so here. And it is not for this court to write that restriction in.

21 For all these reasons, we find that and in § 1332(c)(1) must be interpreted as Navy

Federal argues. The textual reading offered by defendants is simply implausible given

§ 1332(c)(1)’s text, structure, and context.

Defendant’s reading also conflicts with our precedent. In Athena Automotive, Inc.,

we considered how § 1332(c)(1) applied to determine the citizenship of an inactive

corporation with no principal place of business. 166 F.3d at 290. In that case, Athena

Automotive—a Georgia corporation—brought state-law claims in the District of Maryland

against a Maryland resident and his Maryland corporation. The Maryland defendants

sought to dismiss the suit for lack of diversity jurisdiction. We explained that because

“Athena Automotive was unquestionably a citizen of Georgia, its state of incorporation

. . . whether it also actually had a place of business at the commencement of this action is

not a matter that we need to decide, since it did not have its principal place of business in

Maryland.” Id. at 292. 10

The import of our Athena Automotive ruling is that a corporation may still be a

citizen of the State of incorporation even if it has no principal place of business under

§ 1332. So although defendants’ conjunctive requirement would violate this rule,

10 See also Midlantic Nat. Bank v. Hansen, 48 F.3d 693, 696 (3d Cir. 1995) (“We conclude that as a general matter, an ‘inactive’ corporation (that is, a corporation conducting no business activities) has no principal place of business, and is instead a citizen of its state of incorporation only.”); Holston Investments, Inc. B.V.I. v. LanLogistics Corp., 677 F.3d 1068, 1071 (11th Cir. 2012) (“[W]e join the Third Circuit in holding a dissolved corporation has no principal place of business. . . . Under the rule we adopt today, LanLogistics is therefore only a citizen of Delaware, and this court has subject-matter jurisdiction.”).

22 plaintiff’s additive interpretation follows. Under the district court’s contrary reading,

Athena Automotive could not have been a citizen of Georgia unless we had also determined

that it had a principal place of business somewhere. Thus, its reading cannot be correct. 11

2. Defendants’ statutory counterarguments fail

Defendants also object that Navy Federal’s reading of § 1332(c)(1) violates the

canon against superfluousness, see Freeman v. Quicken Loans, Inc., 566 U.S. 624, 635

(2012), and is precluded by negative implication, see N.L.R.B. v. SW General, Inc., 137 S.

Ct. 929, 940 (2017). Appellee Br. 22–25, 27–28. For both arguments, defendants look to

the same sources: statutes where Congress has conferred state citizenship on other federal

corporations. First, we disagree with the premise—the statutes identified trigger neither

canon. And second, even if they did, Congress has spoken with sufficient clarity to

overcome those canons here.

11 To avoid Athena Automotive, defendants seem to abandon the district court’s “taken together” reading and suggest a “two-step” reading of § 1332(c)(1). In the first step, they urge us to ask whether an entity is incorporated in a State or foreign state. If not, we stop—the corporation is not a citizen of any State or foreign state. But if the corporation is incorporated in a State or foreign state, then it may also have a second place of citizenship: the State of its principal place of business. In contrast, if the corporation does not have a principal place of business, then it remains a citizen of only its State of incorporation. In other words, a corporation may be a citizen of its State of incorporation or a citizen of both its State of incorporation and its principal place of business, but it may never be a citizen of its principal place of business without a State of incorporation. Assuming defendants could be understood to have advanced this argument below (or even in other sections of their appellate brief), we reject it now. This “two-step” reading defies any common understanding of the word and. And it runs into the same structural and contextual difficulties discussed above.

23 Supposedly, two categories of statutes create this problem. Defendants start by

looking to special legislation that provides a fixed citizenship for certain federally chartered

corporations. For instance, Congress deemed the National Railroad Passenger Corporation

(“Amtrak”) and the Telecommunications Development Fund citizens of the District of

Columbia. See 49 U.S.C. § 24301(b); 12 U.S.C. § 2258. 12 But these statutes do not

implicate the canon against surplusage (nor do they conflict with § 1332(c)(1)). They

simply give a fixed, specific provision for D.C. citizenship, which controls over the

dynamic, two-pronged, general rule in § 1332(c)(1). See Varity Corp. v. Howe, 516 U.S.

489, 511 (1996) (“‘[T]he specific governs the general.’”).

Similarly, no negative implication militates against Navy Federal’s interpretation.

Negative implication, also called the expressio unius canon, instructs that the “expressi[on]

[of] one item of an associated group or series excludes another left unmentioned.” N.L.R.B.

v. SW General, Inc., 137 S. Ct. 929, 933 (2017) (internal citations and alterations omitted).

A fundamental premise of the expression unius canon is that the unum (the thing positively

specified) can reasonably be thought to occupy the field. Scalia and Garner, Reading Law,

at 107. But special legislation—affecting only specific corporations—has a narrow impact

by design. See Local and Special Legislation, Black’s Law Dictionary 1801 (11th ed.

2019). It does not exclude the application of a separate, general rule (like that in

§ 1332(c)(1)) to all others. The kindergarten teacher who specifically tells two children

12 Congress has provided that the District of Columbia is a “State” for purposes of § 1332. 28 U.S.C. § 1332(e).

24 not to hit one another does not imply that all the others may engage in violence—

particularly where a general school rule forbids fighting. So too here.

Defendants next call our attention to legislation that provides different rule-based

mechanisms for determining the citizenships of certain federal entities. 13 These kinds of

enactments govern the citizenship of entities such as national banks and federal savings

associations. 28 U.S.C. § 1348 (“national banking associations” are “deemed citizens of

the States in which they are respectively located”); 12 U.S.C. § 1464(x) (federal savings

associations are citizens of the state where their “home office” is located). But again, these

are different rules applicable to different entities, not surplusage. See Wachovia Bank, 546

U.S. at 317 n.9. 14 And these specific rules likely control over § 1332(c)(1)’s general

provision. See OneWest Bank, N.A. v. Melina, 827 F.3d 214, 219 (2d Cir. 2016); Rouse v.

Wachovia Mortg., FSB, 747 F.3d 707, 709 (9th Cir. 2014). But see Flinn v. Santander

Bank, N.A., 359 F. Supp. 3d 128, 132 n.2 (D. Mass. 2019).

13 Note that federal law provides for chartering a variety of distinct financial entities—each with their own structure, requirements, and regulators. National banking associations (chartered by the Office of the Comptroller of the Currency) are thus distinct from federal credit unions (chartered by the NCUA), which are distinct from Farm Credit Banks (overseen by the Farm Credit Administration), and so on. See generally Marc Labonte, Congressional Research Service, Who Regulates Whom? An Overview of the U.S. Financial Regulatory Framework (2020). 14 In Hertz, the Supreme Court explained that the “principal place of business” of a corporation is its actual headquarters—the “nerve center” of the corporation. 559 U.S. at 81. But national banking associations, “deemed citizens of the States in which they are respectively located,” 28 U.S.C. § 1348, are “respectively located” based on where they have designated their “main office” in their articles of incorporation. Wachovia Bank, 546 U.S. at 318. This may or may not be the same location as the nerve center. Id. at 317 n.9.

25 Our circuit, however, has not yet definitively construed the relationship between the

provisions cited by defendants and § 1332(c)(1). And we see no need to do so today.

Assuming, for the sake of argument, that some surplusage would result from Navy

Federal’s reading of and, we would not reach defendants’ conclusion. “The canon against

surplusage is strongest when an interpretation would render superfluous another part of the

same statut[e].” Marx, 568 U.S. at 386 (emphasis added). In contrast, “[r]edundancies

across statutes are not unusual events in drafting.” Connecticut National Bank v. Germain,

503 U.S. 249, 253 (1992) (emphasis added). Here, the other statutes that defendants

highlight are just that—other statutes. So “the force of this canon is diminished,” Marx,

538 U.S. at 386, and it would not prevail over the plain text of the statute, see Connecticut

Nat. Bank, 503 U.S. at 253.

3. Bankers’ Trust supports Navy Federal

Defendants also point to the Supreme Court’s 1916 decision in Bankers’ Trust as

support for their interpretation. 241 U.S. 295. In that case, the Court concluded that a

federally chartered railroad was not a citizen of any state. According to defendants, this

conclusion shows that Congress, when it passed § 1332(c) forty-two years later, did not

intend for that statute to apply to federal corporations. We disagree.

In Bankers’ Trust, the Supreme Court considered whether federal courts had

subject-matter jurisdiction over a suit to foreclose on a railroad mortgage. 241 U.S. at 301.

There, a New York corporation brought state-law contract claims against the Texas &

Pacific Railway Company, a federally chartered corporation, and the New Orleans Pacific

Railway Company, a Louisiana corporation. Id. at 301–02. The Supreme Court began its

26 analysis by rejecting plaintiff’s arguments that the district court possessed federal-question

jurisdiction over the case by virtue of (1) the “sue and be sued” clause in Texas & Pacific

Railway’s federal charter and (2) the fact of its federal incorporation. Id. at 303–09

(discussing Osborn v. Bank of United States, 22 U.S. (9 Wheat.) 738 (1824), Bank of United

States v. Deveaux, 9 U.S. (5 Cranch) 61 (1809), and § 5 of the Judiciary Act of 1915).

Next, the Supreme Court turned to whether the federally chartered corporation was a

citizen of Texas.

The Court evaluated three grounds for conferring state citizenship on Texas &

Pacific Railway, but it rejected each. First, it considered the then-existing federal-

common-law rule for determining corporate citizenship. Id. at 309. At that time, the

federal common law generally presumed that a corporation possessed the citizenship of the

State where it was incorporated. See Marshall v. Baltimore & Ohio Railroad Co., 57 U.S.

(16 How.) 314, 328–29 (1853); see generally Richard H. Fallon, et al., Hart & Wechsler’s

The Federal Courts and the Federal System 1430–32 (7th ed. 2015). But Texas & Pacific

Railway “was incorporated under acts of Congress, not under state laws; and [so] its

activities and operations were not to be confined to a single state.” Bankers’ Tr., 241 U.S.

at 309. Thus, the Court reasoned that because Texas & Pacific Railway was so

incorporated, this common-law rule did not provide a basis for conferring State citizenship.

Id.

Second, the Supreme Court considered whether there was a constitutional basis for

conferring state citizenship on a federal corporation. The Court found none, explaining

that the 14th Amendment “declares that native born and naturalized citizens of the United

27 States shall be citizens of the state wherein they reside,” but that it says nothing about

corporations. Id. at 310.

Last, the Court considered whether Congress had provided a statutory basis for

jurisdiction “as is done in respect of national banks.” Id. But finding none, the Court held

that “there is no ground upon which the company can be deemed a citizen of Texas, and

this being so, the suit is not one between citizens of different states.” Id.

As defendants point out, several district courts—including in our Circuit—have

relied on Bankers’ Trust to find that federal corporations are not diverse under

§ 1332(c)(1). See Hukic v. Aurora Loan Services, 588 F.3d 420, 428 (7th Cir. 2009)

(collecting cases). 15 These courts have generally read Bankers’ Trust to hold “that a

corporation chartered pursuant to an act of Congress was not a citizen of any state, and

therefore was ineligible to invoke federal diversity jurisdiction.” Lehman Brothers Bank,

15 Defendants also assert that the Second, Eleventh, and Ninth Circuits have held that § 1332(c) does not apply to federally chartered corporations. Appellee Br. 18–19 n.58 (citing OneWest Bank, N.A., 827 F.3d at 220; Loyola Fed. Sav. Bank v. Fickling, 58 F.3d 603 (11th Cir. 1995); Hancock Fin. Corp. v. Fed. Sav. & Loan Ins. Corp., 492 F.2d 1325 (9th Cir. 1974)). We do not read the cited Second and Eleventh Circuit cases as defendants do. In One West, the Second Circuit focused its interpretation on 28 U.S.C. § 1348, which provides a different rule establishing the citizenship of national banks. But to the extent that the specific controls the general, One West says nothing about the applicability of § 1332(c)(1) to federal corporations writ large. See 827 F.3d 218–19. In Loyola, the Eleventh Circuit applied the localization rule to confirm its subject-matter jurisdiction without discussing § 1332(c)(1). 58 F.3d at 606–07. Although we acknowledge the Ninth Circuit’s ruling in Hancock, we note that the court never considered the text of § 1332(c)(1), relying instead on its purpose. See 492 F.2d at 1329 (quoting Fed. Deposit Ins. Corp. v. Nat’l Sur. Corp., 345 F. Supp. 885, 888 (S.D. Iowa 1972)).

28 FSB v. Frank T. Yoder Mortgage, 415 F. Supp. 2d 636, 639 (E.D. Va. 2006); see also

Federal Deposit Insurance Corp., 345 F. Supp. at 887. 16 And some have suggested that a

clear indication of Congressional intent would be required for § 1332(c)(1) to confer state

citizenship to federally chartered corporations. See Crum v. Veterans of Foreign Wars,

502 F. Supp. 1377, 1380 (D. Del. 1980).

We take Bankers’ Trust to stand for something different. Bankers’ Trust teaches

that we look to three sources to determine whether a corporation is diverse: the common

law, the constitution, and the word of Congress. And based on an analysis of these sources,

the Court reasoned that the federal corporation in that case was not diverse. By focusing

on the conclusion and ignoring the reasons for the Bankers’ Trust decision, we think the

Lehman Brothers court (and others) misjudged the holding of Bankers’ Trust and applied

too blunt a rule. See Pierre N. Leval, Judging Under the Constitution: Dicta about Dicta,

81 N.Y.U. L. REV. 1249, 1256 (2006) (explaining that a holding “explains why the court’s

judgment goes in favor of the winner”); id. at n.20 (“It is only by reference to the court’s

reasoning that one can determine whether the factual differences between the earlier case

and the later one should change the result.”).

16 Other courts have relied on the supposed Congressional “purpose” behind § 1332(c)(1) to reach their conclusion. See Hancock Financial Corp., 492 F.2d at 1325 (quoting Federal Deposit Ins. Corp., 345 F. Supp. at 888). Indeed, some make the legislative history of § 1332(c)(1) the starting point (and the focal point) of their analysis, which never reaches the provision’s text. See Northern Virginia Foot & Ankle Associates, LLC, 2011 WL 280983, at *2–3. But we see no need to seek guidance in legislative history. As the Supreme Court recently affirmed, statutory interpretation must begin with the text, and it must end when the text resolves the case. See, e.g., Lomax, 140 S. Ct. 1724–25.

29 Since Bankers’ Trust, the final ground considered by the Court—whether Congress

has spoken to the issue—changed. Forty-two years after that decision, Congress passed

§ 1332(c)(1), providing a general rule for determining the citizenship of a corporation. It

was well within Congress’ prerogative to do so: “‘[w]hatever [the courts] say regarding

the scope of [our] jurisdiction . . . can of course be changed by Congress.” Exxon Mobil

Corp. v. Allapattah Servs., Inc., 545 U.S. 546, 557 (2005) (quoting Finley v. United States,

490 U.S. 545, 556 (1989)); United Steelworkers, 382 U.S. at 153; see also Federal

Intermediate Credit Bank of Columbia, S.C., v. Mitchell, 277 U.S. 213, 217 (1928). And,

as we have explained, § 1332(c) plainly applies to federal corporations. “No sound canon

of interpretation requires Congress to speak with extraordinary clarity in order to modify

the rules of federal jurisdiction within appropriate constitutional bounds. Ordinary

principles of statutory construction apply.” Exxon Mobil Corp., 545 U.S. at 558; see also

United States v. Texas, 507 U.S. 529, 534 (1993) (internal citations omitted) (“Congress

need not ‘affirmatively proscribe’ the common-law doctrine at issue.”); City of Milwaukee

v. Illinois & Michigan, 451 U.S. 304, 315 (1981) (same). 17

For these reasons, we agree that the holding of Bankers’ Trust supports Navy

Federal’s reading of § 1332(c)(1).

17 We acknowledge that Congress should not be taken to overrule, sub silentio, statutory decisions of the Supreme Court. See Forest Grove Sch. Dist. v. T.A., 557 U.S. 230, 243 (2009); see generally William N. Eskridge, Overruling Statutory Precedents 76 GEO. L.J. 1361 (1987–88). For that, we may need a “clear expression . . . of Congress’ intent.” Forest Grove, 557 U.S. at 240. But Bankers’ Trust did not turn on an interpretation of a statute. To the contrary, the Supreme Court expressly noted the absence of any statutory provision that would control its decision. 241 U.S. at 310. Thus we do not find any such statutory “clear statement” rule applicable here. 30 * * *

We think this a case that “begins, and pretty much ends, with [§ 1332(c)(1)’s text].”

Lomax, 140 S. Ct. at 1724. “[C]ourts must presume that a legislature says in a statute what

it means and means in a statute what it says there.” Connecticut Nat. Bank, 503 U.S. at

253–54. And § 1332(c)(1) says that “a corporation shall be deemed a citizen of . . . the

State or foreign state where it has its principal place of business.” Navy Federal Credit

Union is a corporation. Its principal place of business is in Virginia. So we hold that Navy

Federal is a citizen of Virginia.

REVERSED