United States District Court, M.D. Georgia, Macon Division
ORDER GRANTING PLAINTIFF'S MOTION TO
E. SELF, III, JUDGE
removed this Georgia Nonresident Motorist Act negligence action
on the basis of diversity jurisdiction under 28 U.S.C. §
1332. See generally [Doc. 1]. In their Notice of
Removal, Defendants claim that Plaintiff Enterprise Propane
Terminals and Storage, LLC (“Enterprise”) is
“organized and existing under the laws of Delaware,
” while Defendant Sterling Transport Co., Inc.
(“Sterling”) and Defendant Jeffery Arnold
Christie (“Christie”) are citizens of North
Carolina and Florida, respectively. [Id. at p. 2].
Plaintiff now moves to remand the case to the Superior Court
of Lamar County, Georgia, because it claims that it is owned
by a master limited partnership consisting of members who are
citizens of every state in the United States. See
[Doc. 13]. Having reviewed the parties' briefs and the
record, the Court GRANTS Plaintiff's
motion to remand.
Complaint, Enterprise claims that Christie negligently drove
a truck in the scope of his employment with Sterling, causing
the truck's “sleeper cab air dam” to collide
with Enterprise's terminal loading dock canopy. [Doc.
1-1, ¶ 11]. The collision caused significant damage to
the terminal, and Enterprise seeks to hold Christie liable
under the Georgia Nonresident Motorist Act and to hold
Sterling liable on a theory of vicarious liability.
[Id. at ¶¶ 6-8, 12].
Defendants removed the case to this Court, Enterprise and
Sterling filed jurisdictional statements as required under
Local Rule 87.1. In its statement, Enterprise explained
that it is part of a four-tier subsidiary structure with
Enterprise at the bottom of the pyramid and Enterprise
Products Partners L.P. (“EPP”), “a publicly
held entity formed in Delaware, ” at the top of the
pyramid. [Doc. 12, pp. 1-2]. According to the statement and
Plaintiff's subsequent motion to remand, EPP is a master
limited partnership, and approximately 65% of EPP's
members are public “unitholders” residing in
every state in the United States, including North Carolina
and Florida. [Id. at p. 2]; [Doc. 13, p. 3].
Enterprise now argues that this case should be remanded to
state court because there is not complete diversity between
the parties. [Doc. 12 at p. 3].
Standard of Review
Diversity jurisdiction exists where the parties are citizens
of different states and the amount in controversy exceeds
$75, 000, exclusive of interest and costs. 28 U.S.C. §
1332(a)(1). For a case to satisfy the “citizens of
different states” component of diversity jurisdiction,
no plaintiff can be from the same state as any defendant.
Triggs v. John Crump Toyota, Inc., 154 F.3d 1284,
1287 (11th Cir. 1998). Natural persons are considered
citizens of wherever they are domiciled-that is, the state
where they reside and intend to remain indefinitely.
Molinos Valle Del Cibao, C. por A. v. Lama, 633 F.3d
1330, 1341 (11th Cir. 2011) (quoting Mississippi Band of
Choctaw Indians v. Holyfield, 490 U.S. 30, 48 (1989)). A
corporation is deemed to be a citizen of the state(s) where
it is incorporated and where it maintains its principal place
of business. 28 U.S.C. § 1332(c)(1). On the other hand,
an unincorporated association like a general or limited
partnership is a citizen of every state in which its members
are citizens. Carden v. Arkoma Assocs., 494 U.S.
185, 195-96 (1990); Underwriters at Lloyd's, London
v. Osting-Schwinn, 13 F.3d 1079');">613 F.3d 1079, 1089 (11th Cir. 2010)
(quoting Indiana Gas Co. v. Home Ins., 141 F.3d 314,
317 (7th Cir. 1998)).
challenged, the removing party “bears the burden of
proving that federal jurisdiction exists.” Williams
v. Best Buy Co., 1316');">269 F.3d 1316, 1319 (11th Cir. 2001).
Removal is usually unfavored; therefore, any
“ambiguities are generally construed against
removal.” Whitt v. Sherman Int'l Corp.,
1325');">147 F.3d 1325, 1329 (11th Cir. 1998).
a master limited partnership (“MLP”), an entity
defined by its similarities to both unincorporated entities
(e.g., limited liability partnerships and LLCs) and
MLPs are limited partnerships or limited liability companies
whose ownership interests, called “common units,
” are publicly traded. John Goodgame, New
Developments in Master Limited Partnership Governance,
68 Bus. L. 81, 82 (2012); Wood v. Walton, No.
WDQ-09-3398, 2010 WL 458574, at *1 n.3 (D. Md. Feb. 2, 2010)
(unpublished). MLPs are similar to limited partnerships in
that they have general partners who manage the
partnership's affairs and limited partners (called
“unitholders”) who provide capital. Trafigura
AG v. Enter. Prods. Operating LLC, 995 F.Supp.2d 641,
643 n.1 (S.D. Tex. 2014). MLPs are classified as partnerships
for federal taxation purposes, which allows them to benefit
from “pass-through” taxation. Id. They
are similar to corporations, however, in that MLPs are
publicly traded. See Id. Although MLPs are organized
under state law, federal law permits federal pass-through
taxation for MLPs engaged predominately in the
“exploration, development, mining, or production,
processing, refining, [or] transportation . . . of any
mineral or natural resource.” 26 U.S.C. §
Grynberg v. Kinder Morgan Energy Partners, L.P., 805
F.3d 901, 903-04 (10th Cir. 2015).
no court in this circuit has ever considered the citizenship
of MLPs, courts outside this jurisdiction agree that MLPs are
treated like unincorporated associations for the purpose of
diversity jurisdiction. As such, the citizenship of an MLP is
determined by the citizenship of each of its unitholders. The
overwhelming rationale for this conclusion rests on the
Supreme Court's opinion in Carden v. Arkoma
Associates, 494 U.S. 185 (1990), which has been
summarized to establish “a general rule: every
association of a common-law jurisdiction other than a
corporation is to be treated like ...