UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA
March 23, 2007
K.W., A MINOR CHILD, THROUGH TAMARA EDGERTON, PLAINTIFF,
ROMAN CATHOLIC ARCHBISHOP OF WASHINGTON, A CORPORATION SOLE DEFENDANT.
The opinion of the court was delivered by: Henry H. Kennedy, Jr. United States District Judge
Plaintiff, K.W., a minor, by his mother and next friend, brings this lawsuit asserting common law causes of action against defendant, the Roman Catholic Archbishop of Washington, D.C. ("Archdiocese"), invoking this court's diversity jurisdiction. Before the court is the Archdiocese's motion to dismiss pursuant to Federal Rule of Civil Procedure 12(b)(1) [#7]. The Archdiocese contends that this court lacks subject matter jurisdiction because there is incomplete diversity between the parties. Upon consideration of the motion, the opposition thereto, and the record in this case, the court concludes that the motion must be granted.
Federal district courts have subject matter jurisdiction over "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). When a party is a corporation, for diversity purposes it is deemed to be a citizen of any state in which it is incorporated and of the state where it has its principal place of business. 28 U.S.C. § 1332(c); District of Columbia v. Transamerica Ins. Co., 797 F.2d 1041, 1043 (D.C. Cir. 1986).*fn1 For diversity to exist between a plaintiff and a corporate defendant, "there can be no overlap between them with respect to these places." Id.
Plaintiff alleges that he is a citizen of the District of Columbia and that the Archdiocese is a citizen of Maryland. Compl. ¶¶ 1, 2. The Archdiocese disagrees with respect to its citizenship. The Archdiocese contends that it is a citizen of the District of Columbia and, therefore, this court is without subject matter jurisdiction because of a lack of diversity between the parties. The Archdiocese is correct.
The Archdiocese was chartered as a "corporate sole" by an Act of Congress in 1948. See Act of May 29, 1948, 62 Stat. 361. A "corporation sole" is a corporation "consisting of only one person whose successor becomes the corporation on his death or resignation." Black's Law Dictionary 342 (6th ed. 1990). As such, "[a]ny suit against the Archdiocese is therefore brought against the Archbishop in his corporate capacity." See Cevenini v. Archbishop of Washington, 707 A.2d 768, 770 n.2 (D.C. 1998) (emphasis added). A corporation sole is treated as a standard corporation for purposes of diversity jurisdiction. Hoagland v. Sandberg, Phoenix & von Gontard, P.C., 385 F.3d 737, 740 (7th Cir. 2004) (listing "corporation sole" among the nonbusiness corporations that are treated as corporate citizens for diversity purposes).
The Act creating the Archdiocese empowers it to act under "the laws in force in the District of Columbia" and provides that, if a temporary administrator of the Archdiocese is needed in the event of a vacancy, the election or appointment of such an administrator shall be "evidenced" by a certificate filed with the Recorder of Deeds of the District of Columbia. Act of May 29, 1948, 62 Stat. 361. The Archdiocese is currently organized and registered as a corporation with the District of Columbia Department of Consumer and Regulatory Affairs, Corporate Division. See Def.'s Mot. to Dismiss, Ex. B.
Undeterred by the law or the facts, Plaintiff makes two arguments in support of his position that this court's diversity jurisdiction is properly invoked. Neither can withstand scrutiny. First, plaintiff argues that the court should decline to treat the corporation sole as a corporation, notwithstanding the fact that Congress, the District of Columbia, and sixteen states (by plaintiff's own count) all recognize it as such. See Pl.'s Opp'n at 4.*fn2 Plaintiff argues that the Supreme Court disapproves of recognizing ventures other than traditional corporations for diversity purposes, and cites several cases for support. See, e.g., Chapman v. Barney, 129 U.S. 677 (1889) (holding an unincorporated joint stock company is not a citizen of a state because it is not incorporated there); Carden v. Arkoma Associates, 494 U.S. 185 (1990) (concluding limited partnerships are not considered corporations for diversity).
While it is true that the Supreme Court has been careful in defining what it means to be a corporation, its definition is not nearly as narrow as plaintiff would have it. For example, in Puerto Rico v. Russell & Co., the Court held that a "sociedad en comandita," a business entity created under the civil law of Puerto Rico, should be treated as a citizen of Puerto Rico for purposes of determining federal-court jurisdiction. 288 U.S. 476 (1933). The Court recognized that the sociedad had long been considered a "juridical person" under Puerto Rican law, and as such, had the personality of a corporation. Id. at 481. The Court later explained that its treatment of the sociedad as a corporation was appropriate because the "problem which it presented was that of fitting an exotic creation of the civil law, the sociedad en comandita, into a federal scheme which knew it not." United Steelworkers of Am. v. R. H. Bouligny, Inc., 382 U.S. 145, 151 (1965).
Among the entities the Supreme Court has analyzed in order to determine whether they are a corporation for diversity purposes, the one most analogous to a corporate sole is that of the sociedad. As plaintiff points out, the corporate sole is a somewhat unusual institution that has its roots in the feudal laws of England and predates the creation of the federal courts. See Pl.'s Opp'n at 3; see also Patty Gerstenblith, Associational Structures of Religious Organizations, 439 B.Y.U. L. Rev. 439, 456--57 (1995) ("While the earliest corporations sole came into existence as a product of the common law, after the Reformation in England a corporate charter was required for formation of a corporation sole."). Like the sociedad, the corporation sole is an "exotic," pre-existing institution that has long been considered a corporate entity. The court sees no reason why it should be considered as anything but a corporation now.
Plaintiff also seeks to persuade this court that it should not attach significance to the Archdiocese's corporate status because that status came about as a result of an unconstitutional Act of Congress. This assertion is little more than ipsit dixit and does not warrant discussion. It suffices to observe that plaintiff does not have standing to raise the issue and fails to cite any authority to support his position.
For the reasons stated above, the court concludes that it lacks subject matter jurisdiction. Consequently, the defendant's motion to dismiss must be GRANTED. An appropriate order accompanies this memorandum.