Civil Procedure
Jurisdiction; citizenship

A domestic corporation with its principal place of business in a foreign country is only a citizen of its state of incorporation.

"Reading 'State' in §1332(c)(1) to mean 'state of the United States' is sensible, if not inevitable. Section 1332 uses the word 'State' frequently, always in contexts that refer to a domestic state, while the statute consistently refers to a foreign nation as a 'foreign state'. The passages we have quoted from subsections (a)(1), (a)(2), and (a)(3) illustrate this usage; several other portions of §1332 use the same expressions. It would be possible, we suppose, to say that a domestic corporation that lacks a principal place of business in the United States is treated as a partnership or limited-liability company, because §1332(c)(1) insists that every 'corporation' have two citizenships. Then we would need to know the citizenship of MAS Capital's equity owners. But it seems to us more compatible with the structure of §1332 to treat corporations as corporations, and then track down as many citizenships as each has, rather than to treat entities organized as corporations as if they were something else. See, e.g., Moor v. County of Alameda, 411 U.S. 693, 717-21 (1973); Hoagland v. Sandberg, Phoenix & von Gontard, P.C., 385 F.3d 737 (7th Cir. 2004). We therefore agree with Torres and Cabalceta. Given §1332(c)(1), MAS Capital is a citizen of Nevada alone."

Affirmed.

07-3138 MAS Capital, Inc., v. Biodelivery Sciences Int'l., Inc.

Appeal from the United States District Court for the Southern District of Indiana, Hamilton, J., Easterbrook, J.

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