Robertson-Armstrong v. Robinson Helicopter Co.

18 F. Supp. 3d 627, 2014 WL 1632182, 2014 U.S. Dist. LEXIS 56257
CourtDistrict Court, E.D. Pennsylvania
DecidedApril 22, 2014
DocketCivil Action No. 13-2810
StatusPublished

This text of 18 F. Supp. 3d 627 (Robertson-Armstrong v. Robinson Helicopter Co.) is published on Counsel Stack Legal Research, covering District Court, E.D. Pennsylvania primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Robertson-Armstrong v. Robinson Helicopter Co., 18 F. Supp. 3d 627, 2014 WL 1632182, 2014 U.S. Dist. LEXIS 56257 (E.D. Pa. 2014).

Opinion

MEMORANDUM

BARTLE, District Judge.

Plaintiff Julia Robertson-Armstrong, a citizen of Pennsylvania, originally filed this action on April 15, 2013 in the Court of Common Pleas of Philadelphia County for serious personal injuries arising out of the crash of a Robinson R-22 BETA helicopter on July 20, 2011 near Dayton, New Jersey. She has sued seven defendants.1 The action was removed to this court on May 21, 2013 on the ground of diversity of citizenship and an amount in controversy in excess of $75,000 exclusive of interest and costs. 28 U.S.C. § 1332(a)(2). Before the court is the motion of plaintiff to remand this case to the Court of Common Pleas of Philadelphia County.

I.

Plaintiff maintains that complete diversity of citizenship is lacking and the court has no subject matter jurisdiction because Avco Corporation (“Avco”), in her view, is also a citizen of Pennsylvania. See Caterpillar Inc. v. Lewis, 519 U.S. 61, 68, 117 S.Ct. 467, 136 L.Ed.2d 437 (1996). Under 28 U.S.C. § 1332(c), a corporation is deemed a citizen of its state of incorporation as well as the state where it has its principal place of business. While Avco’s state of incorporation is Delaware, plaintiff asserts that its principal place of business is in Pennsylvania under the “nerve center” test enunciated by the Supreme Court in Hertz Corp. v. Friend, 559 U.S. 77, 130 S.Ct. 1181, 175 L.Ed.2d 1029 (2010); see also Johnson v. SmithKline Beecham Corp., 724 F.3d 337 (3d Cir.2013). This court allowed discovery on this issue.

Based on discovery, Avco is a corporation whose sole shareholder is defendant Textron, Inc. Textron, Inc. has various subsidiaries and affiliates, including Avco. Avco is a holding company primarily in the business of manufacturing military vehicles, weapons, and electronic surveillance equipment for the United States [629]*629Government as well as aircraft engines for commercial customers. It has various subsidiaries, including Textron Systems Corporation. Avco also has seven Operating Units, including Lycoming Engines Division (“Lycoming”), which plaintiff calls Lycoming.2 The manufacturing facility of Lycoming is located in Williamsport, Pennsylvania.

In November 2012, Ellen Lord replaced Fred Strader as Avco’s president and CEO. In December 2012, at Lord’s direction, Avco relocated its offices from Wilmington, Massachusetts to a building located at 40 Westminster Street, Providence, Rhode Island, which is owned by Textron Realty Corporation, where all of its directors and most of its top officers are located and its financial records are housed.3 Avco is listed on the building’s directory and maintains its offices on the 16th floor. At the time of the relocation Avco also filed papers with the Rhode Island Secretary of State to qualify the corporation to do business in that state.

On June 14, 2013, the annual meeting of the sole shareholder of Avco and the annual meeting of the board of directors of Avco were held at Avco’s offices in Providence, Rhode Island. At that time, the sole shareholder, Textron, Inc., elected Lord, Kim Herrington, and Danny Lee to serve as the board of directors of Avco. All three are situated in Providence, Rhode Island.

The three members of the board of directors adopted a resolution at the June 14, 2013 meeting electing certain individuals as officers of Avco: Lord as the president and CEO; Herrington as the senior vice president and chief financial officer; and Lee as the senior vice president, general counsel and secretary. Lord attended the meeting in person.

Eight of Avco’s officers work from their primary offices in Providence, Rhode Island, including: Lord; Herrington; Robert M. Powers, the senior vice president of human resources; Daniel Hanlon, the vice president of human resources; Stephen Greene, the vice president of communications; James C. Cournoyer, the assistant treasurer; Brian D. Dwizcz, the assistant treasurer; and Ann T. Willaman, the assistant secretary. While Lee has an office in Providence, Rhode Island, he resides in Maryland. Two of Avco’s officers, Bhas-kar Ramachandran, vice president and chief executive officer, and Debra A. Smil-ley-Weiner, assistant secretary, maintain their primary offices in Hunt Valley, Maryland. Only two officers, Michael Kraft and David Dawes, assistant secretaries of Avco, have their primary offices in Williamsport, Pennsylvania.

Textron, Inc., the sole shareholder of Avco, divides its business into five segments, one of which is the Textron Systems segment.4 The Textron Systems segment is not a legal entity but merely provides a brand name used for various products. Lord, in addition to being the [630]*630president and CEO of Avco, is responsible for the Textron Systems segment of Tex-tron, Inc.

In addition to electing officers at the June 14, 2013 meeting of the Avco board of directors, the board passed a resolution regarding the “Designation of Authorized Signatories for Lycoming Engines.” It authorized the president or any vice president of Avco together with the secretary or any assistant secretary of Avco to designate certain employees of Lycoming as:

named “officers” or authorized signatories of the Lycoming Engines Division and who shall be authorized and empowered, severally or jointly depending upon the terms of the designation, and subject to all conditions thereby imposed and applicable Corporation policies and procedures, including, but not limited to, obtaining all necessary approvals and appropriate legal review, to sign, seal with the corporate seal, and execute and deliver in the name and on behalf of the Corporation with respect to the Lycom-ing Engines Division, contracts, agreements, purchase orders, bids, bonds, applications, reports, certificates, affidavits or other documents or instruments relative to or in connection with any work, property, purchase, contract, service or production of any kind which may be directly or indirectly carried on or performed by the Lycoming Engines Division of the Corporation .... 5

(emphasis added).

Lord, in her position as president and CEO of Avco, or members of her senior staff must approve business decisions for Avco and its businesses, including major decisions for Lycoming. Lord meets weekly, in person or by telephone, with the senior leadership from each of Avco’s businesses, including Lycoming. She also reviews and approves monthly financial reports and strategic plans for each of Avco’s businesses, including Lycoming, which are denominated President’s Business Reviews (“PBR”). All agreements with distributors of Lycoming Engines are required to be reviewed and approved by Lord or other senior officers of Avco located in Providence, Rhode Island.

The general manager of each of Avco’s operating units, including the general manager of Lycoming, submits a Strategic Business Review (“SBR”) to Lord and Herrington each year.

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18 F. Supp. 3d 627, 2014 WL 1632182, 2014 U.S. Dist. LEXIS 56257, Counsel Stack Legal Research, https://law.counselstack.com/opinion/robertson-armstrong-v-robinson-helicopter-co-paed-2014.