Robert Rouse v. Wachovia Mortgage, Fsb ( 2014 )

FOR PUBLICATION
UNITED STATES COURT OF APPEALS
FOR THE NINTH CIRCUIT
ROBERT ROUSE, an individual; No. 12-55278
VICTORIA ROUSE, an individual,
Plaintiffs-Appellees, D.C. No.
5:11-cv-00928-
v. DMG-DTB
WACHOVIA MORTGAGE, FSB, a
Division of Wells Fargo Bank NA, OPINION
FKA World Savings Bank,
Defendant-Appellant.
Appeal from the United States District Court
for the Central District of California
Dolly M. Gee, District Judge, Presiding
Submitted November 5, 2013*
Pasadena, California
Filed March 27, 2014
Before: M. Margaret McKeown, Ronald M. Gould,
and Jay S. Bybee, Circuit Judges.
*
The panel unanimously concludes this case is suitable for decision
without oral argument. See Fed. R. App. P. 34(a)(2). Plaintiffs-Appellees
did not submit a responsive brief, did not return the acknowledgment of
hearing notice, and did not respond to inquiries from the Clerk’s office
regarding appearance at argument.
2 ROUSE V. WACHOVIA MORTGAGE
Opinion by Judge McKeown;
Dissent by Judge Gould
SUMMARY**
Diversity Jurisdiction
The panel reversed the district court’s order remanding
the case to California Superior Court for lack of diversity
jurisdiction.
The panel held that under 28 U.S.C. § 1348 a national
bank is a citizen only of the state in which its main office is
located. The panel concluded that the district court had
diversity jurisdiction because there was complete diversity
between the plaintiffs, citizens of California, and Wells Fargo
Bank, N.A., a citizen of South Dakota.
Judge Gould dissented because he would view Wells
Fargo as a citizen of California for diversity purposes, and
affirm the district court.
**
This summary constitutes no part of the opinion of the court. It has
been prepared by court staff for the convenience of the reader.
ROUSE V. WACHOVIA MORTGAGE 3
COUNSEL
Mark T. Flewelling, Robert C. Little, and Yaw-Jiun Wu,
Anglin, Flewelling, Rasmussen, Campbell & Trytten LLP,
Pasadena, California; Robert A. Long, Jr., Covington &
Burling LLP, Washington, D.C., for Defendant-Appellant.
No appearance for Plaintiffs-Appellees.
OPINION
McKEOWN, Circuit Judge:
One might think that 150 years after Congress established
national banks in 1863, the question of their citizenship for
purposes of diversity jurisdiction would be well established.
Not so. The relevant statute is ambiguous, the courts are split
on the question, and the Supreme Court has not squarely
decided the issue.
Under 28 U.S.C. § 1348, national banking associations
are “citizens of the States in which they are respectively
located.” Id. The critical word—“located”—is not defined
in the statute or elsewhere. Nor does its meaning flow easily
from dictionary definitions or interpretive canons. Wachovia
Bank, N.A. v. Schmidt, 546 U.S. 303, 314–17 (2006).
Looking to the Supreme Court’s treatment of the issue and to
the history and sequence of the enactment and amendment of
the statute, we conclude that, under § 1348, a national bank
is “located” only in the state designated as its main office.
See id. at 314, 318–19.
4 ROUSE V. WACHOVIA MORTGAGE
FACTUAL AND PROCEDURAL BACKGROUND
Robert and Victoria Rouse (collectively, “the Rouses”)
filed suit against Wells Fargo Bank, N.A., its Wachovia
Mortgage division (collectively, “Wells Fargo”), and NDeX
West LLC, in the Superior Court of the State of California.
The original complaint raised multiple causes of action under
state and federal law pertaining to the Rouses’ home loan and
deed of trust. Wells Fargo removed the action to district
court, asserting subject matter jurisdiction on the basis of
federal questions and diversity of citizenship. See 28 U.S.C.
§§ 1331, 1332(a). Wells Fargo filed a motion to dismiss the
complaint for failure to state a claim, in which NDeX West
joined. The district court granted the motion and dismissed
the complaint with leave to amend.
The Rouses filed their first amended complaint, raising
only state law claims. Following an order to show cause why
the case should not be remanded to state court for lack of
diversity jurisdiction, the district court held that national
banks are citizens of the state where their principal place of
business is located as well as of the state where their main
office is located as designated in their articles of association.
Because Wells Fargo’s main office is in South Dakota and its
principal place of business is in California, and the Rouses
are citizens of California the district court remanded the case
to California Superior Court for lack of jurisdiction.
ANALYSIS
The dispositive issue in this appeal is whether, under
28 U.S.C. § 1348, a national bank is a citizen of both the state
in which its principal place of business is located and the state
where its main office is located as designated in the bank’s
ROUSE V. WACHOVIA MORTGAGE 5
articles of association.1 We review de novo this issue of
statutory construction. See United States v. Havelock,
664 F.3d 1284, 1289 (9th Cir. 2012).
We conclude that, under 28 U.S.C. § 1348, a national
bank is a citizen only of the state in which its main office is
located. Hence, the district court had diversity jurisdiction
because there was complete diversity between the Rouses,
citizens of California, and Wells Fargo, a citizen of South
Dakota. We therefore reverse the judgment of the district
court and remand for further proceedings consistent with this
opinion.
I. The Citizenship of National Banks: 28 U.S.C. § 1348Wells Fargo is a national bank, a “corporate entit[y]
chartered not by any State, but by the Comptroller of the
Currency of the U.S. Treasury.” Wachovia Bank, 546 U.S. at
306. Unlike state-chartered banks or other corporations
whose citizenship is governed by 28 U.S.C. § 13322 the
citizenship of nationally chartered banks is governed by
28 U.S.C. § 1348, which provides in pertinent part: “All
national banking associations shall, for the purposes of all
other actions by or against them, be deemed citizens of the
1
12 U.S.C. § 22 (Second) requires that a national bank designate “[t]he
place where its operations of discount and deposit are to be carried on,”
which serves as the bank’s “main office.” Wachovia Bank, 546 U.S. at307 n.1.
2
For diversity purposes, a corporation—which includes state-chartered
banks—is 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. . . .” 28 U.S.C. § 1332(c)(1); Wachovia
Bank, 546 U.S. at 306.
6 ROUSE V. WACHOVIA MORTGAGE
States in which they are respectively located.” 28 U.S.C.
§ 1348.
The sparse text of the statute offers no definitions. Our
analysis focuses on the meaning of the word “located.”
Where a statute does not define a key term, we look to the
word’s ordinary meaning. In re HP Inkjet Printer Litig.,
716 F.3d 1173, 1181 (9th Cir. 2013). However, the Supreme
Court has held, in the context of § 1348, that the word is
ambiguous on its face.3 Wachovia Bank, 546 U.S. at 313–14
(“[T]he term ‘located,’ as it appears in the National Bank Act,
has no fixed, plain meaning.”). As the Supreme Court noted,
“‘located,’ as its appearance in the banking laws reveal . . . is
a chameleon word; its meaning depends on the context in and
purpose for which it is used.” Id. at 318. The message is
clear: we must look beyond the plain text of the statute and
the word’s ordinary meaning to discern the meaning of the
word “located” for purposes of § 1348.
II. Wachovia Bank, N.A. v. Schmidt
In Wachovia Bank, the Supreme Court addressed a
different but related issue: whether a federally chartered
3
In interpreting the term “located” in § 1348, the Court concluded that
certain canons of statutory construction did not aid its interpretation. For
example, the Court determined that the canon that different jurisdictional
words should be given different meanings does not apply to § 1348
because the use of “established” versus “located” is likely a “coincidence
of statutory codification.” Wachovia Bank, 546 U.S. at 314. The Court
also resolved that “located” should not be interpreted consistent with the
use of “located” in a venue statute because the venue statute and the
jurisdiction statute have two distinct purposes: to provide for convenience
to litigants and to limit the power of the federal courts, respectively. Id.at 315–19.
ROUSE V. WACHOVIA MORTGAGE 7
national bank is a citizen of every state where it operates a
branch in addition to the state where its main office is
designated. 546 U.S. at 306. The court held “that a national
bank, for § 1348 purposes, is a citizen of the state in which its
main office, as set forth in its articles of association, is
located.” Id. at 307. Although this holding appears to be a
categorical statement with respect to § 1348, we acknowledge
that it was rendered in response to a slightly different
question than we face here.
The Court granted certiorari in Wachovia Bank to resolve
a circuit split over whether national banks are citizens of
every state in which they operate a branch for purposes of
diversity jurisdiction. Both the Fifth Circuit and the Seventh
Circuit held that national banks are not “located” in every
state where the bank has a branch. Horton v. Bank One, N.A.,
387 F.3d 426, 431 (5th Cir. 2004); Firstar Bank, N.A. v. Faul,
253 F.3d 982, 993–94 (7th Cir. 2001). Both circuits reasoned
that the legislative history of § 1348 and its predecessor
statutes revealed Congress’s intent to maintain jurisdictional
parity between national and state banking associations by
placing them on the same jurisdictional footing. Horton,
387 F.3d at 430–31; Firstar, 253 F.3d at 993. Although not
referenced in Wachovia Bank, we held 50 years earlier in
American Surety Co. v. Bank of California, that the Bank of
California was “a citizen only of the state in which its
principal place of business is located, the State of California”
and that the bank was not a citizen of every state in which it
operated a branch. 133 F.2d 160, 161–62 (9th Cir. 1943)
(emphasis added). By contrast, the Fourth Circuit in the
Wachovia Bank appeal held that a national bank is a citizen
of the state in which its main office is located as well as every
state in which it has a branch. 388 F.3d 414, 432 (4th Cir.
2004). The Second Circuit recognized the same in dicta. See
8 ROUSE V. WACHOVIA MORTGAGE
World Trade Ctr. Props., LLC v. Hartford Fire Ins. Co.,
345 F.3d 154, 161 (2d Cir. 2003).
The Supreme Court’s holding in Wachovia Bank was
largely reasoned from the conclusion that Congress intended
to protect the right of national banks to remove cases to
federal courts. See 546 U.S. at 307 (“Were we to hold . . .
that a national bank is additionally a citizen of every State in
which it has established a branch, the access of a [national]
bank to a federal forum would be drastically curtailed. . . .”).
Wachovia Bank did not address whether a national bank is
also a citizen of the state where it has its principal place of
business. The Court noted, however, that “one would
sensibly ‘locate’ a national bank for . . . qualification for
diversity jurisdiction, in the State designated in its articles of
association as its main office.” Id. at 318. The Court also
stated that the omission of any reference to a national bank’s
principal place of business in § 1348 “may be of scant
practical significance for, in almost every case . . . the
location of a national bank’s main office and of its principal
place of business coincide.” Id. at 317 n.9; see Wells Fargo
Bank, N.A. v. WMR e-PIN, LLC, 653 F.3d 702, 707–08 (8th
Cir. 2011). This acknowledgment and discussion of the
principal place of business issue strongly suggest that the
Court did not overlook the issue of whether a national bank
is a citizen of both the state in which its main office is located
and the state where it maintains its principal place of business
in crafting its clear and unqualified statement limiting
citizenship for diversity jurisdiction purposes to a national
bank’s main office.
Following Wachovia Bank, the Eighth Circuit addressed
the exact issue we confront in this appeal and held that a
national bank is only a citizen of the state designated in its
ROUSE V. WACHOVIA MORTGAGE 9
articles of association as its main office. WMR e-PIN,
653 F.3d at 709; see also McKenna v. Wells Fargo Bank,
N.A., 693 F.3d 207, 212 (1st Cir. 2012) (finding diversity
between an individual citizen of Massachusetts and Wells
Fargo, N.A., because “Well[s] Fargo, a national bank, is a
citizen of the state where it is ‘located’; this is the State
designated in its articles of association as its main office; and
Wells Fargo is a citizen of South Dakota for diversity
purposes.” (internal citations and quotation marks omitted));
Hargrow v. Wells Fargo Bank, N.A., 491 F. App’x 534, 536
(6th Cir. 2012) (holding that Wells Fargo is a citizen of South
Dakota, where its main office is located, for diversity
jurisdiction purposes); Hicklin Eng’g L.C. v. Bartell,
439 F.3d. 346, 348 (7th Cir. 2006) (“Wachovia Bank held that
national banks are citizens only of the states in which their
main offices are located. . . .”). Although agreeing in
principle with the Seventh Circuit in Firstar and the Fifth
Circuit in Horton that § 1348 and its statutory predecessors
initially embodied Congress’s intent to put national and state
banks on the same jurisdictional footing, in WMR e-PIN, the
Eighth Circuit held that jurisdictional parity did not survive
a 1958 amendment to the general diversity jurisdiction
statute, 28 U.S.C. § 1332(c)(1). WMR e-PIN, 653 F.3d at707–10. The Eighth Circuit reasoned that if Congress
intended jurisdictional parity to survive subsequent statutory
amendments, it would have expressly indicated this intent.
Id. at 709. The court concluded that the word “located,” as
used in the 1948 version of § 1348, could not mean both main
office and principal place of business because citizenship for
state-chartered corporations based on principal place of
business did not exist until ten years later when Congress
passed § 1332 in 1958. Id. at 708. We agree.
10 ROUSE V. WACHOVIA MORTGAGE
III. The Historical Landscape
Although we view the Supreme Court’s declaration in
Wachovia Bank on the scope of § 1348 to be definitive, the
evolution of § 1348 and its interaction with § 1332(c)(1) also
support our conclusion.
Beginning in 1882, in Congress’s first treatment of
jurisdiction for national banks, the statutory predecessor to
the current § 1348 explicitly ensured jurisdictional parity
between national banks and state-chartered banks. However,
by 1887, Congress had abandoned jurisdictional parity
between the two types of banks and reoriented the statutory
predecessor to the current § 1348 to ensure jurisdictional
parity between individual citizens and national banks. During
this period, state-chartered banks were citizens only of the
states by which they were incorporated; it was not until 1958
that Congress provided for dual citizenship for state-chartered
banks according to their state of incorporation and their
principal place of business. The history of the jurisdictional
statutes, which we review below, is consistent with reading
the Supreme Court’s statement in Wachovia Bank to mean
that, for all purposes under § 1348, a national bank is
“located” only in the state in which its main office is located.
A. Section 1348 and its Statutory Predecessors
The first national banking act provided “[t]hat suits,
actions, and proceedings by and against any [national banking
association] under this act may be had in any circuit, district,
or territorial court of the United States held within the district
in which such association may be established.” Act of Feb.
25, 1863, ch. 58, § 59, 12 Stat. 665, 681 (replaced 1864)
(internal quotation marks omitted). In 1864, Congress added
ROUSE V. WACHOVIA MORTGAGE 11
that such suits could also be brought “in any state, county, or
municipal court in the county or city in which said association
is located, having jurisdiction in similar cases.” Act of June
3, 1864, ch. 106, § 57, 13 Stat. 99, 116–17 (replaced 1875).
By 1875, Congress had provided for removal of national bank
cases from state to federal court under the theory that suits
involving national banks necessarily arose under the federal
laws. Act of Mar. 3, 1875, ch. 137, § 2, 18 Stat. 470, 470
(repealed 1882); see Union Pac. Ry. Co. v. Myers, 115 U.S.
1, 11 (1885).
Congress changed course in 1882 when it enacted the first
statute specifying the state citizenship of national banks. Act
of July 12, 1882, ch. 290, § 4, 22 Stat. 162, 163 (repealed
1887); see Leather Mfrs.’ Nat’l. Bank v. Cooper, 120 U.S.
778, 780–81 (1887). The 1882 act provided:
[T]he jurisdiction for suits hereafter brought
by or against any association established
under any law providing for national-banking
associations . . . shall be the same as, and not
other than, the jurisdiction for suits by or
against banks not organized under any law of
the United States which do or might do
banking business where such national-banking
associations may be doing business when such
suits may be begun.
Act of July 12, 1882, ch. 290, § 4, 22 Stat. 163. That act
changed the jurisdictional landscape by “provid[ing], in clear
and unmistakable terms, that the courts of the United States
should not have jurisdiction . . . unless they would have
jurisdiction under like circumstances of suits by or against a
state bank doing business in the same state with the national
12 ROUSE V. WACHOVIA MORTGAGE
bank.” Cooper, 120 U.S. at 781. Therefore, “national
bank[s] [were] . . . placed before the law in this respect the
same as a bank not organized under the laws of the United
States.” Id. The legislation plainly established a principle of
jurisdictional parity with state-chartered banks and ended
national banks’ automatic qualification for federal question
jurisdiction. See id. at 780.
But Congress amended the statute five years later. The
1887 law provided in relevant part:
[A]ll national banking associations
established under the laws of the United
States shall . . . be deemed citizens of the
States in which they are respectively located;
and in such cases the circuit and district courts
shall not have jurisdiction other than such as
they would have in cases between individual
citizens of the same State.
Act of Mar. 3, 1887, ch. 373, § 4, 24 Stat. 552, 554–55
(replaced 1888). This statute was considered a “revision[] to
prescriptions on federal jurisdiction,” Wachovia Bank,
546 U.S. at 310, because it removed language tying national
bank jurisdiction to state bank jurisdiction. See id. at 310–11.
This provision evokes the principle of jurisdictional parity:
not parity between national and state banks, but between
national banks and “individual citizens.” See Act of Mar. 3,
1887, ch. 373, § 4, 24 Stat. 554–55 (emphasis added). Any
contrary reading would render the last clause of the 1887 act
surplusage because it was well established by 1882 that
national banks did not automatically qualify for federal
question jurisdiction solely because they were nationally
chartered.
ROUSE V. WACHOVIA MORTGAGE 13
A year later, Congress revised the 1887 act by adding this
caveat as a separate paragraph: “The provisions of this
section shall not be held to affect the jurisdiction of the courts
of the United States in cases commenced by the United States
or by direction of any officer thereof, or cases for winding up
the affairs of any such bank.” Act of Aug. 13, 1888, ch. 866,
§ 4, 25 Stat. 433, 436 (replaced 1911). This amendment
clarified that federal courts retained federal question
jurisdiction over national banks in two specific
circumstances: (i) in suits by the United States or (ii) for
winding up the bank’s affairs. Only the 1882 act contained
express language providing that national banks should be
treated the same as identically situated state-chartered banks.
The statutorily embodied principle of jurisdictional parity was
not linked with state-chartered banks or other corporations.
From a historical perspective, the decision to tie the
citizenship of national banks to the citizenship of state-
chartered banks—as the 1882 act did—bears no greater
weight than tying the citizenship of national banks to the
citizenship of natural persons—as the 1887 act and 1888
revision did.
Congress shifted gears again in 1911. The 1911 act
provided, in relevant part, that “all national banking
associations established under the laws of the United States
shall, for the purposes of all other actions against them . . . be
deemed citizens of the States in which they are respectively
located.” Act of Mar. 3, 1911, ch. 231, § 16, 36 Stat. 1087,
1093 (amended 1948). In Herrmann v. Edwards, the
Supreme Court explained that the 1911 act maintained the
limits on federal jurisdiction that Congress established in the
1887 act: federal question jurisdiction was available for suits
by the United States or for winding up a bank’s affairs, and
diversity jurisdiction was available for all other suits with
14 ROUSE V. WACHOVIA MORTGAGE
national banks being “deemed citizens of the states in which
they are respectively located.” 238 U.S. 107, 113, 116–18
(1915) (quoting Act of Mar. 3, 1911, ch. 231, s. 16, 36 Stat.
1093). The Court’s reasoning did not rely on analysis of
jurisdiction for suits involving state-chartered banks; rather,
its analysis focused on the availability of federal jurisdiction
and reaffirmed the “fundamental principle,” codified in the
1882 act, that “because a corporation was a national bank,
created under an act [of] Congress, gave it no greater right to
remove a case [to federal court] than if it had been organized
under a state law.” Id. at 111, 113. Therefore, to the extent
that the 1887 and 1911 acts established any principle of
jurisdictional parity, the statutes referred to federal question
jurisdiction, not to diversity jurisdiction.
Congress made a final minor tweak to the statute in 1948.
The 1948 act, which is presently codified at 28 U.S.C.
§ 1348, provides in relevant part that “[a]ll national banking
associations shall, for the purposes of all other actions by or
against them, be deemed citizens of the States in which they
are respectively located.” Act of June 25, 1948, ch. 646, s.
1348, 62 Stat. 869, 934. As with the 1887 amendment and
1911 act, there is no mention whatsoever of jurisdictional
parity.
B. Section 1332(c)(1)
Although Congress’s last work on the citizenship of
national banks came in 1948, a significant shift in diversity
citizenship followed in 1958 with respect to state-chartered
corporations, a category that includes state-chartered banks.
Congress adopted a new provision that a state-chartered
corporation is a citizen of both the state of incorporation and
the state of its principal place of business. Act of July 25,
ROUSE V. WACHOVIA MORTGAGE 15
1958, Pub. L. No. 85-554, § 2, 72 Stat. 415 (codified at
28 U.S.C. § 1332(c)(1)).
As the Supreme Court recently explained, “[i]n 1928 [the
Supreme] Court made clear that the ‘state of incorporation’
rule was virtually absolute.” Hertz Corp. v. Friend, 559 U.S.
77, 85 (2010). Objections to this rule started to percolate in
the 1930s. See id. at 85–88. But Congress did not adopt the
principal place of business test for state-chartered
corporations until 1958. Id. at 88. Accordingly, in
1948—when Congress adopted the current version of
§ 1348—Congress knew that, outside of the bankruptcy
context, state-chartered banks and other corporations were
citizens of only the state by which they had been
incorporated. To the extent that Congress intended to link
implicitly national banks and state-chartered banks, it linked
them together in a regime where state-chartered banks were
citizens of only a single state.
In interpreting congressional intent, we look to the time
of Congress’s enactment of the legislation. See MCI
Telecomm. Corp. v. Am. Tel. & Tel. Co., 512 U.S. 218, 228
(1994) (noting that “the most relevant time for determining a
statutory term’s meaning” is when the statute became law).
No principle of statutory interpretation suggests that we
should look to a later-passed statute not involving national
banks to divine congressional intent regarding a completely
different statute passed ten years earlier. Such convoluted
bootstrapping would defy common sense. To the extent
Congress intended to provide for jurisdictional parity between
nationally chartered and state-chartered banks, as the district
court suggested, parity almost certainly meant that national
banks were citizens of only one state because state-chartered
banks were, at the time, citizens of only one state. More
16 ROUSE V. WACHOVIA MORTGAGE
importantly, had Congress wanted to assure a link to state-
chartered banks, it knew how to do so explicitly, as it did in
the 1882 act. Likewise, Congress undoubtedly understood
how to define the citizenship of a federally chartered
association as it did in 2006 with federal savings associations.
See 12 U.S.C. § 1464(x) (providing that “[i]n determining
whether a Federal court has diversity jurisdiction over a case
in which a Federal savings association is a party, the Federal
savings association shall be considered to be a citizen only of
the State in which such savings association has its home
office.”).
We do not rewrite legislation in light of changed
circumstances. Congress began its treatment of jurisdiction
for national banks with a notion of jurisdictional parity that it
later affirmatively deleted from the statute. Nothing in the
current version of the statute or in its history suggests that
Congress intended to revive the principle of jurisdictional
parity between state-chartered banks and national banks.
Indeed, interpreting “located,” as used in § 1348, to refer to
both a national bank’s principal place of business and its main
office would require a finding that jurisdictional parity
between state-chartered banks and national banks is “an
immutable principle that endures long after the statutes from
which it arose have been amended and all references to it
have been excised,” which neither history nor precedent
support. See WMR e-Pin, 653 F.3d at 708–09.
The Supreme Court’s decision in Wachovia Bank and the
history of the relevant legislation demonstrate that the current
version of the statute does not include an ethereal
incorporation of any principle of jurisdictional parity between
state-chartered banks and national banks for suits asserting
diversity as a basis for federal jurisdiction. The dissent offers
ROUSE V. WACHOVIA MORTGAGE 17
an attractive policy alternative. However, should Congress
wish to link the jurisdiction for national and state banks, the
statute can easily be amended. It is not our role to work a
revision of the statute. We hold that, under § 1348, a national
banking association is a citizen only of the state in which its
main office is located. Accordingly, Wells Fargo is a citizen
only of South Dakota, where its main office is located, and
the district court’s judgment to the contrary is reversed.
REVERSED AND REMANDED.
GOULD, Circuit Judge, dissenting:
I regret that I cannot agree with my colleagues on the
proper disposition of this appeal. Rather, to me it seems that
we should view Wells Fargo as a citizen of California for
diversity purposes, and affirm the district court.
Like the district court, I would rely on the “mode of
analysis” contained in Ninth Circuit precedent, which
supports jurisdictional parity between national banks and
state-chartered corporations, including state-chartered banks.
See Am. Sur. Co. v. Bank of California, 133 F.2d 160, 162
(9th Cir. 1943).
The Supreme Court's decision in Wachovia Bank does not
address whether a national bank could be a citizen of the state
of its principal place of business. See Wachovia Bank v.
Schmidt, 546 U.S. 303, 315 n.8 (2006). The controlling issue
was never raised in that case because the defendant bank’s
principal place of business was located in the same state as its
main office. See id. at 317 n.9. It is one thing to say that a
18 ROUSE V. WACHOVIA MORTGAGE
national bank is not a citizen of every state where it has any
branch operations. See id. at 313.1 It is quite another to say
what the majority says here: that a bank is only a citizen of
the state designated as its main office. See Maj. Op. at 17. In
Wachovia Bank, the Supreme Court expressed concern that
national banks would become “singularly disfavored
corporate bodies with regard to their access to federal courts.”
Id. at 319. The majority’s rule goes too far in the opposite
direction and places national banks on superior footing in
their access to federal courts as compared to other
corporations. See 28 U.S.C. § 1332(c)(1).
Although the majority agrees with the statutory analysis
from the Eighth Circuit’s decision in Wells Fargo Bank, N.A.
v. WMR e-PIN, LLC, 653 F.3d 702, 707–09 (8th Cir. 2011),
I am not convinced that jurisdictional parity is as “ethereal”
as the majority suggests. See Maj. Op. at 16. Instead, I am
persuaded by Judge Murphy’s WMR e-PIN dissent that
“Wachovia should be construed in favor of continuing to read
§ 1348 in light of the preexisting policy of jurisdictional
parity between national banks on the one hand and state
banks and corporations on the other.” WMR e-PIN, 653 F.3d
at 717 (Murphy, J., dissenting); see Horton v. Bank One,
N.A., 387 F.3d 426, 429–36 (5th Cir. 2004), cert. denied,
546 U.S. 1149 (2006); Firstar Bank, N.A. v. Faul, 253 F.3d
982, 985–94 (7th Cir. 2001). And while many district courts
1
The Supreme Court reasoned: “Were we to hold . . . that a national
bank is additionally a citizen of every State in which it has established a
branch, the access of a federally chartered bank to a federal forum would
be drastically curtailed in comparison to the access afforded state banks
and other state-incorporated entities. Congress, we are satisfied, created
no such anomaly.” Wachovia Bank, 546 U.S. at 307. That reasoning has
little force in this case where we decide if a national bank is a citizen of
the state where it has its principal place of business.
ROUSE V. WACHOVIA MORTGAGE 19
have followed the Eighth Circuit’s narrow approach to
interpreting “located” under § 1348, many others have
concluded that Wells Fargo is a citizen of California for
diversity purposes by following the logic of the Fifth and
Seventh Circuits. See, e.g., Ellis v. Wells Fargo Bank, N.A.,
__ F. Supp. 2d __, 2014 WL 585627, at *2–3 (S.D. Cal. Feb.
14, 2014) (concluding that the Fifth Circuit’s reasoning in
Horton was consistent with the Supreme Court’s reasoning in
Wachovia Bank and that Wells Fargo is “located” under
§ 1348 in California where it maintains its principal place of
business); Sako v. Wells Fargo Bank, N.A., __ F. Supp. 2d __,
2014 WL 584268, at *3–4 (S.D. Cal. Feb. 11, 2014) (same).
Finally, there is an important policy implication that
should be considered because the word “located” in 18 U.S.C.
§ 1348 is ambiguous. To say that a bank like Wells Fargo,
traditionally identified with California and with its principal
place of business there for more than a century, is not a
citizen of California for diversity purposes, would mean that
any bank broadly identified with a state in which it started its
business and maintained its principal place of business could
ensure federal court diversity actions, and rule out the state
courts, even when pitted against adverse citizens of the state
where it is most closely identified and understood to operate.
I do not think that idea, at odds with principles of federalism
that give state courts a say in resolving their residents’
disputes, is what Congress had in mind. I respectfully
dissent.