throbber
(Slip Opinion)
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` OCTOBER TERM, 2015
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`Syllabus
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`1
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` NOTE: Where it is feasible, a syllabus (headnote) will be released, as is
`
`
`
` being done in connection with this case, at the time the opinion is issued.
`
`
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` The syllabus constitutes no part of the opinion of the Court but has been
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` prepared by the Reporter of Decisions for the convenience of the reader.
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` See United States v. Detroit Timber & Lumber Co., 200 U. S. 321, 337.
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`SUPREME COURT OF THE UNITED STATES
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`
` Syllabus
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` AMERICOLD REALTY TRUST v. CONAGRA FOODS,
`
`
` INC., ET AL.
`
`CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR
`
`THE TENTH CIRCUIT
` No. 14–1382. Argued January 19, 2016—Decided March 7, 2016
`
`Respondents, corporate citizens of Delaware, Nebraska, and Illinois,
`sued petitioner Americold Realty Trust, a “real estate investment
`trust” organized under Maryland law, in a Kansas court. Americold
`removed the suit to Federal District Court based on diversity-of-
`citizenship jurisdiction. See 28 U. S. C. §§1332(a)(1), 1441(b). The
`District Court accepted jurisdiction and ruled in Americold’s favor.
`On appeal, the Tenth Circuit held that the District Court lacked ju-
`risdiction to hear the suit. Since Americold was not a corporation,
`the court reasoned, its citizenship for diversity jurisdiction purposes
`should be based on the citizenship of its members, which included its
`shareholders. Because no record of those shareholders’ citizenship
`existed, diversity was not proved.
`Held: For purposes of diversity jurisdiction, Americold’s citizenship is
`based on the citizenship of its members, which include its sharehold-
`ers. Pp. 2–6.
`
`(a) Historically, the relevant citizens for jurisdictional purposes in
`a suit involving a “mere legal entity” were that entity’s “members,” or
`the “real persons who come into court” in the entity’s name. Bank of
`United States v. Deveaux, 5 Cranch 61, 86, 91. But for the limited ex-
`ception of jurisdictional citizenship for corporations, see Louisville, C.
`
`& C. R. Co. v. Letson, 2 How. 497, 558, this Court continues to “ad-
`
`
`here to [the] oft-repeated rule that diversity jurisdiction in a suit by
`or against the entity depends on the citizenship of ‘all [its] mem-
`bers,’ ” Carden v. Arkoma Associates, 494 U. S. 185, 195. Applying
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`the rule here, Americold possesses the citizenship of all its members,
`who, under Maryland law, include its shareholders. See, e.g., Md.
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`Corp. & Assns. Code Ann. §8–101(c). Pp. 2–4.
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`2
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`AMERICOLD REALTY TRUST v. CONAGRA FOODS, INC.
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`Syllabus
`
`(b) Americold argues that anything called a “trust” possesses the
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`citizenship of its trustees alone. Traditionally, a trust was considered
`a “fiduciary relationship” between multiple people and could not be
`haled into court; hence, legal proceedings involving a trust were
`brought by or against the trustees in their own name, Deveaux, 5
`Cranch, at 91. Americold confuses the traditional trust with the va-
`riety of unincorporated entities that many States have given the
`“trust” label. Under Maryland law, the real estate investment trust
`
`at issue is treated as a “separate legal entity” that can sue or be sued.
`§§8–102(2), 8–301(2). Despite what such an entity calls itself, so long
`as it is unincorporated, this Court will apply the “oft-repeated rule”
`that it possesses the citizenship of all its members. Pp. 4–6.
`
`776 F. 3d 1175, affirmed.
` SOTOMAYOR, J., delivered the opinion for a unanimous Court.
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` Cite as: 577 U. S. ____ (2016)
`
`Opinion of the Court
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`1
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` NOTICE: This opinion is subject to formal revision before publication in the
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` preliminary print of the United States Reports. Readers are requested to
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` notify the Reporter of Decisions, Supreme Court of the United States, Wash-
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` ington, D. C. 20543, of any typographical or other formal errors, in order
`
`
` that corrections may be made before the preliminary print goes to press.
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`SUPREME COURT OF THE UNITED STATES
`
`
`
`_________________
`
` No. 14–1382
`_________________
` AMERICOLD REALTY TRUST, PETITIONER v.
`
`CONAGRA FOODS, INC., ET AL.
`
`
`ON WRIT OF CERTIORARI TO THE UNITED STATES COURT OF
`
`
`APPEALS FOR THE TENTH CIRCUIT
`
`[March 7, 2016]
`
` JUSTICE SOTOMAYOR delivered the opinion of the Court.
`Federal law permits federal courts to resolve certain
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`nonfederal controversies between “citizens” of different
`
`States. This rule is easy enough to apply to humans, but
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`can become metaphysical when applied to legal entities.
`
`This case asks how to determine the citizenship of a “real
`estate investment trust,” an inanimate creature of Mary-
`land law. We answer: While humans and corporations can
`assert their own citizenship, other entities take the citi-
`zenship of their members.
`
`I
`
`This action began as a typical state-law controversy, one
`involving a contract dispute and an underground food-
`storage warehouse fire. A group of corporations whose
`food perished in that 1991 fire continues to seek compen-
`sation from the warehouse’s owner, now known as Amer-
`icold Realty Trust. After the corporations filed their latest
`
`suit in Kansas court, Americold removed the suit to the
`Federal District Court for the District of Kansas. The
`District Court accepted jurisdiction and resolved the dis-
`pute in favor of Americold.
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`

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`2
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`AMERICOLD REALTY TRUST v. CONAGRA FOODS, INC.
`
`Opinion of the Court
`On appeal, however, the Tenth Circuit asked for sup-
`
`plemental briefing on whether the District Court’s exercise
`of jurisdiction was appropriate. The parties responded
`that the District Court possessed jurisdiction because the
`suit involved “citizens of different States.” 28 U. S. C.
`§§1332(a)(1), 1441(b).
`The Tenth Circuit disagreed. The court considered the
`
`corporate plaintiffs citizens of the States where they were
`chartered and had their principal places of business:
`Delaware, Nebraska, and Illinois. See ConAgra Foods,
`Inc. v. Americold Logistics, LLC, 776 F. 3d 1175, 1182
`(2015); §1332(c)(1) (specifying the citizenship of corpora-
`tions for jurisdictional purposes). The court applied a
`different test to determine Americold’s citizenship because
`Americold is a “real estate investment trust,” not a corpo-
`ration. Distilling this Court’s precedent, the Tenth Circuit
`reasoned that the citizenship of any “non-corporate artifi-
`cial entity” is determined by considering all of the entity’s
`“members,” which include, at minimum, its shareholders.
`Id., at 1180–1181 (citing Carden v. Arkoma Associates, 494
`
`
`U. S. 185 (1990)). As there was no record of the citizen-
`ship of Americold’s shareholders, the court concluded that
`
`the parties failed to demonstrate that the plaintiffs were
`“citizens of different States” than the defendants. See
`Strawbridge v. Curtiss, 3 Cranch 267 (1806).
`
`We granted certiorari to resolve confusion among the
`Courts of Appeals regarding the citizenship of unincorpo-
`rated entities. 576 U. S. ___ (2015). We now affirm.
`
` II
`
`Exercising its powers under Article III, the First Con-
`gress granted federal courts jurisdiction over controversies
`between a “citizen” of one State and “a citizen of another
`State.” 1 Stat. 78. For a long time, however, Congress
`failed to explain how to determine the citizenship of a
`nonbreathing entity like a business association. In the
`
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`3
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` Cite as: 577 U. S. ____ (2016)
`
`Opinion of the Court
`early 19th century, this Court took that silence literally,
`ruling that only a human could be a citizen for jurisdic-
`
`tional purposes. Bank of United States v. Deveaux, 5
`Cranch 61, 86–91 (1809). If a “mere legal entity” like a
`corporation were sued, the relevant citizens were its
`“members,” or the “real persons who come into court” in
`
`the entity’s name. Id., at 86, 91.
`
`
`This Court later carved a limited exception for corpora-
`tions, holding that a corporation itself could be considered
`a citizen of its State of incorporation. See Louisville, C. &
`C. R. Co. v. Letson, 2 How. 497, 558 (1844). Congress
`etched this exception into the U. S. Code, adding that a
`corporation should also be considered a citizen of the State
`where it has its principal place of business. 28 U. S. C.
`§1332(c) (1958 ed.). But Congress never expanded this
`grant of citizenship to include artificial entities other than
`corporations, such as joint-stock companies or limited
`partnerships. For these unincorporated entities, we too
`have “adhere[d] to our oft-repeated rule that diversity
`jurisdiction in a suit by or against the entity depends on
`
`the citizenship of ‘all [its] members.’” Carden, 494 U. S.,
`at 195–196 (quoting Chapman v. Barney, 129 U. S. 677,
`682 (1889)).
`
`Despite our oft-repetition of the rule linking unincorpo-
`rated entities with their “members,” we have never ex-
`pressly defined the term. But we have equated an associa-
`tion’s members with its owners or “‘the several persons
`
`composing such association.’” Carden, 494 U. S., at 196
`(quoting Great Southern Fire Proof Hotel Co. v. Jones, 177
`U. S. 449, 456 (1900)). Applying this principle with refer-
`ence to specific States’ laws, we have identified the mem-
`bers of a joint-stock company as its shareholders, the
`members of a partnership as its partners, the members of
`a union as the workers affiliated with it, and so on. See
`Carden, 494 U. S., at 189–190 (citing Chapman, 129 U. S.,
`at 682; Great Southern, 177 U. S., at 457; and Steelworkers
`
`

`
`4
`
`
`AMERICOLD REALTY TRUST v. CONAGRA FOODS, INC.
`
`Opinion of the Court
`v. R. H. Bouligny, Inc., 382 U. S. 145, 146 (1965)).
`
`This case asks us to determine the citizenship of Amer-
`icold Realty Trust, a “real estate investment trust” orga-
`nized under Maryland law. App. 93. As Americold is not
`a corporation, it possesses its members’ citizenship. Noth-
`ing in the record designates who Americold’s members are.
`
`But Maryland law provides an answer.
`
`In Maryland, a real estate investment trust is an “unin-
`corporated business trust or association” in which prop-
`erty is held and managed “for the benefit and profit of any
`person who may become a shareholder.” Md. Corp. &
`Assns. Code Ann. §§8–101(c), 8–102 (2014). As with joint-
`stock companies or partnerships, shareholders have “own-
`ership interests” and votes in the trust by virtue of their
`
`“shares of beneficial interest.” §§8–704(b)(5), 8–101(d).
`
`These shareholders appear to be in the same position as
`
`the shareholders of a joint-stock company or the partners
`
`of a limited partnership—both of whom we viewed as
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`members of their relevant entities. See Carden, 494 U. S.,
`at 192–196; see also §8–705(a) (linking the term “benefi-
`
`cial interests” with “membership interests” and “partner-
`ship interests”). We therefore conclude that for purposes
`of diversity jurisdiction, Americold’s members include its
`shareholders.
`
`
`III
`
`Americold disputes this conclusion. It cites a case called
`
`Navarro Savings Assn. v. Lee, 446 U. S. 458 (1980), to
`
`argue that anything called a “trust” possesses the citizen-
`ship of its trustees alone, not its shareholder beneficiaries
`
`as well. As we have reminded litigants before, however,
`“Navarro had nothing to do with the citizenship of [a]
`‘trust.’” Carden, 494 U. S., at 192–193. Rather, Navarro
`reaffirmed a separate rule that when a trustee files a
`lawsuit in her name, her jurisdictional citizenship is the
`State to which she belongs—as is true of any natural
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` Cite as: 577 U. S. ____ (2016)
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`Opinion of the Court
`person. 446 U. S., at 465. This rule coexists with our
`
`discussion above that when an artificial entity is sued in
`
`its name, it takes the citizenship of each of its members.
`
`That said, Americold’s confusion regarding the citizen-
`ship of a trust is understandable and widely shared. See
`Emerald Investors Trust v. Gaunt Parsippany Partners,
`492 F. 3d 192, 201–206 (CA3 2007) (discussing various
`approaches among the Circuits). The confusion can be
`explained, perhaps, by tradition. Traditionally, a trust
`was not considered a distinct legal entity, but a “fiduciary
`relationship” between multiple people. Klein v. Bryer, 227
`Md. 473, 476–477, 177 A. 2d 412, 413 (1962); Restatement
`(Second) of Trusts §2 (1957). Such a relationship was not
`a thing that could be haled into court; legal proceedings
`involving a trust were brought by or against the trustees
`in their own name. Glenn v. Allison, 58 Md. 527, 529
`(1882); Deveaux, 5 Cranch, at 91. And when a trustee files
`
`a lawsuit or is sued in her own name, her citizenship is all
`that matters for diversity purposes. Navarro, 446 U. S., at
`462–466. For a traditional trust, therefore, there is no
`need to determine its membership, as would be true if the
`trust, as an entity, were sued.
`
`Many States, however, have applied the “trust” label to
`a variety of unincorporated entities that have little in
`common with this traditional template. Maryland, for
`example, treats a real estate investment trust as a “sepa-
`rate legal entity” that itself can sue or be sued. Md. Corp.
`& Assns. Code Ann. §§8–102(2), 8–301(2). So long as such
`an entity is unincorporated, we apply our “oft-repeated
`rule” that it possesses the citizenship of all its members.
`Carden, 494 U. S., at 195. But neither this rule nor Na-
`varro limits an entity’s membership to its trustees just
`because the entity happens to call itself a trust.
`
`We therefore decline to apply the same rule to an unin-
`corporated entity sued in its organizational name that
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`applies to a human trustee sued in her personal name.
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`6
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`AMERICOLD REALTY TRUST v. CONAGRA FOODS, INC.
`
`Opinion of the Court
`We also decline an amicus’ invitation to apply the same
`rule to an unincorporated entity that applies to a corpora-
`tion—namely, to consider it a citizen only of its State of
`establishment and its principal place of business. See
`Brief for National Association of Real Estate Investment
`Trusts 11–21. When we last examined the “doctrinal wall”
`between corporate and unincorporated entities in 1990, we
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`saw no reason to tear it down. Carden, 494 U. S., at 190.
`Then as now we reaffirm that it is up to Congress if it
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`wishes to incorporate other entities into 28 U. S. C.
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`§1332(c)’s special jurisdictional rule.
`
`
`*
`*
`*
`
`For these reasons, the judgment of the Court of Appeals
`is
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`
`
`Affirmed.

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