Pathfinder Transport, LLC v. Pinnacle Propane, LLC

259 F. Supp. 3d 949
CourtDistrict Court, W.D. Arkansas
DecidedMay 3, 2017
DocketCASE NO. 5:17-CV-5013
StatusPublished
Cited by2 cases

This text of 259 F. Supp. 3d 949 (Pathfinder Transport, LLC v. Pinnacle Propane, LLC) is published on Counsel Stack Legal Research, covering District Court, W.D. Arkansas primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Pathfinder Transport, LLC v. Pinnacle Propane, LLC, 259 F. Supp. 3d 949 (W.D. Ark. 2017).

Opinion

OPINION AND ORDER

TIMOTHY L. BROOKS, UNITED STATES DISTRICT JUDGE

Defendant Pinnacle Propane, LLC (“Pinnacle”) removed the above-captioned case to this Court on January 17, 2017, after Plaintiff Pathfinder Transport, LLC (“Pathfinder”) sued it for breach of contract in the Circuit Court of Benton County, Arkansas. During the parties’ March 27, 2017 case management hearing, the Court sua sponte raised a concern about its subject-matter jurisdiction, and requested briefing on the matter. Pinnacle filed its Brief (Doc. 13) on April 14, 2017, contending that the Court can properly exercise diversity jurisdiction pursuant to 28 U.S.C. § 1332. Pathfinder filed its adverse Response (Doc. 15) on April 24, 2017, and Pinnacle filed a Reply (Doc. 16) on May 1, 2017. Having reviewed the parties’ briefings, the Court finds that it lacks subject-matter jurisdiction over this case, and therefore REMANDS the case to the Circuit Court of Benton County, Arkansas.

I. DISCUSSION

Article III of the Constitution vests the federal courts with jurisdiction to hear “controversies ... between citizens of different states.” U.S. Const. art. III, § 2, cl. 1. Congress has since granted “[t]he district courts ... original jurisdiction of all civil actions where the matter in controversy exceeds the sum or value of $75,000 ... and is between ... citizens of different States.” 28 U.S.C. § 1332(a)(1). To determine the “citizenship” of an LLC, like Pinnacle, the Court looks to the citizenship(s) of its underlying member(s). See GMAC Commercial Credit LLC v. Dillard Dep’t Stores, Inc., 357 F.3d 827 (8th Cir. 2004). On the parties’ Joint Rule 26(f) Report, Pinnacle reported that its sole member is a master limited partnership (“MLP”) called JP Energy Partners, LP (“JP Energy”). (Doc. 10, p. 5).1

An MLP is an artificial entity that bears some characteristics of a limited partnership, and some characteristics of a corporation. “MLPs are similar to limited partnerships,” on the one hand, “in that they have general partners who manage the partnership’s affairs and limited partners (called ‘unitholders’) who provide capital.” Grynberg v. Kinder Morgan Energy Partners, L.P., 805 F.3d 901, 904 (10th Cir. 2015), cert. denied, — U.S. —, 136 S.Ct. 1714, 194 L.Ed.2d 825 (2016). On the [951]*951other hand, ownership units of MLPs are publicly traded, like shares of a corporation. Id. Federal law treats MLPs as partnerships for tax purposes, allowing them to benefit from “pass- through” taxation, when they meet certain conditions. See 26 U.S.C. § 7704; Grynberg, 805 F.3d at 904. MLPs realize this benefit when “90 percent or more of the [MLPs] gross income ... consists of qualifying income.” 26 U.S.C. § 7704(c)(2). “Qualifying income” includes, in relevant part, “income and gains derived from the exploration, development, mining or production, processing, refining, transportation, or the marketing of any mineral or natural resource, industrial source of carbon dioxide, or the transportation or storage of [certain fuels].” Id. at (d)(1)(E) (parentheticals omitted).

This case raises- the question of whether the citizenship of an MLP should be determined based on the citizenship of its partners — like other non-incorporated artificial entities — or based on the place of its chartering and headquarters — like corporations. If JP Energy is treated like a corporation, then the Court can exercise its diversity jurisdiction because Pinnacle would not be a “citizen” of Arkansas. If JP Energy’s citizenship depends on the citizenship of its partners, then the Court lacks subject-matter jurisdiction; Pinnacle has stipulated that JP Energy has at least one limited partner in Arkansas. (Doc. 13, p. 3).

Though the Supreme Court has not directly. addressed this issue, it has repeatedly found that the citizenship of other forms of non-incorporated entities must be determined by reference to the citizen-ships of their members. For example, in Chapman v. Barney, the' Supreme Court reversed and remanded a case where the citizenship of a “joint-stock company” — a form of partnership — was alleged to be New York. 129 U.S. 677, 682, 9 S.Ct. 426, 32 L.Ed. 800 (1889). Even though “the company may have been organized -under the laws of the state of New York, and may be doing business in that state, ... 'all the members of it may not be citizens of that state.” Id. Accordingly, diversity jurisdiction could not be established unless it was shown that none of the company’s members were citizens of Illinois, the state of the defendant’s citizenship. Id.

Just more than a decade later, the Supreme Court held that a Pennsylvania “limited partnership association” could not be treated as a corporation for diversity jurisdiction purposes. Great S. Fire Proof Hotel Co. v. Jones, 177 U.S. 449, 20 S.Ct. 690, 44 L.Ed. 842 (1900). Though the rule that “a corporation [is] to be deemed a citizen of the state creating it[ ] has long been recognized,” no such rule “has been applied to partnership associations....” Id. at 456, 20 S.Ct. 690. This was so even though Pennsylvania recognized that limited partnership associations had “some characteristics of a- corporation,” and could even be categorized as a “quasi corporation.” Id. at 457, 20 S.Ct. 690. Such similarities were not “sufficient reason for regarding [the limited partnership association] as a corporation within the jurisdictional rule.... That rule must not be extended.” Id.

In 1965, the Supreme Court held that an unincorporated union’s citizenship must be determined based on the citizenships of its members. United Steelworkers of Am., AFL-CIO v. R. H. Bouligny, Inc., 382 U.S. 145, 86 S.Ct. 272, 15 L.Ed.2d 217 (1965). This was so despite the fact, pointed out by courts and commentators, that “many voluntary associations and labor unions are indistinguishable from corporations in terms of the reality of function and structure.” Id. at 149-50, 86 S.Ct. 272. Though criticism of the formalistic distinction made by the Supreme Court between incorporated and unincorporated entities [952]*952was. “with considerable merit,” that criticism was “addressed to an. inappropriate forum.” Id. at 150, 86 S.Ct. 272. “[P]leas for extension of .the diversity, jurisdiction to hitherto uncovered broad categories of litigants ought to be made to the Congress and not the.courts.” Id. at 150-151, 86 S.Ct. 272.

Consistent with the Bouligny Court’s deferential position, in Carden v.

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259 F. Supp. 3d 949, Counsel Stack Legal Research, https://law.counselstack.com/opinion/pathfinder-transport-llc-v-pinnacle-propane-llc-arwd-2017.