Adames Casalduc v. Televicentro of Puerto Rico LLC, No. 3:2020cv01174 - Document 12 (D.P.R. 2020)
Court Description: OPINION AND ORDER denying 7 Motion to Remand. Accordingly, the instant case shall remain in the District Court for the remainder of the proceedings as explained in the instant Opinion. See attached Opinion and Order for further details. Signed by Judge Daniel R. Dominguez on 7/14/2020. (EA)
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Adames Casalduc v. Televicentro of Puerto Rico LLC Doc. 12 Case 3:20-cv-01174-DRD Document 12 Filed 07/14/20 Page 1 of 9 IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF PUERTO RICO CELIMAR ADAMÉS CASALDUC, CIVIL NO. 20-1174 (DRD) Plaintiff, v. TELEVICENTRO OF PUERTO RICO, LLC D/B/A WAPA TELEVISIÓN, et al., Defendants. OPINION AND ORDER Pending before the Court is Plaintiff, Celimar Adamés Casaldu s Motion for Remand to State Court. See Docket No. 7. The Defendant, Televicentro of Puerto Rico, LLC (hereinafter, Tele i e t o filed its respective Opposition to Motion to Remand. See Docket No. 8. For the reasons stated herein, the Court DENIES Plai tiff s Motion for Remand to State Court (Docket No. 7). I. FACTUAL AND PROCEDURAL BACKGROUND Televicentro removed the instant petition from the Puerto Rico Court of First Instance, Bayamon Part, pursuant to 28 U.S.C. §§ 1332, 1441 and 1446. Specifically, Televicentro argues that [t]he fede al statute odified at U.“.C. § 1441 et seq., grants defendants the right to remove cases from state courts to a federal jurisdiction when the latter would have had original ju isdi tio . Do ket No. at . Tele i e t o fu the a gues that a e o al ased o di e sit ju isdi tio is p ope as the itize ship of a li ited lia ilit o pa o LLC is determined by the citizenship of all of its members. Televicentro of Puerto Rico, LLC is a limited liability company Dockets.Justia.com Case 3:20-cv-01174-DRD Document 12 Filed 07/14/20 Page 2 of 9 whose sole member is InterMedia Español, Inc. Id. at 3 (internal citations omitted). In support of this contention, Televicentro included a Declaration Under Penalty of Perjury of Mr. Alex Tolston, Executive Vice President, Chief Legal Officer and Corporate Secretary of Hemisphere Media Group, Inc. (herei afte , He isphe e . O e of He isphe e s su sidia ies is Tele i e t o. See Id., Exhibit 5 at ¶ 1. II. LEGAL ANALYSIS The fede al e o al statute states, a i il a tio ought i a “tate Cou t of hi h the district courts of the United States have original jurisdiction, may be removed by . . . the defendants, to the district court of the United States for the district and division embracing the pla e he e su h a tio is pe di g. U.“.C. § a . “e tio a p o ides i pe ti e t part that the party requesting removal in a civil case from State Court is to file in the district court a oti e of e o al sig ed pu sua t to ‘ule of the Fede al ‘ules of Ci il P o edu e and containing a short and plain statement of the grounds for removal, together with a copy of all process, pleadings, and orders served upon such . . . defendants in such action.” 28 U.S.C. § 1446(a). (Emphasis ours). The notice of removal is to be filed within thirty (30) days after the service upon the defendant of the complaint. See 28 U.S.C. § 1446(b). Fu the , “e tio p o ides i pe ti e t pa t that [i]f at a ti e efo e fi al judgment it appears that the district court lacks subject matter jurisdiction, the case shall be remanded. An order remanding the case may require payment of just costs and any actual expenses, including attorney fees, incurred as a result of the removal. (Emphasis ours). 2 U.“.C. § . Case 3:20-cv-01174-DRD Document 12 Filed 07/14/20 Page 3 of 9 A. Diversity Jurisdiction as to Televicentro of Puerto Rico Fede al ou ts a e ou ts of li ited ju isdi tio . This Cou t has the espo si ilit to poli e the o de of fede al ju isdi tio . Spielman v. Genzyme Corp., 251 F3d 1 (1st Cir., 2001). The ou ts ust igo ousl e fo e the ju isdi tio al li its that Congress chooses to set in diversity ases. Del Rosario Ortega v. Star Kist Foods, 213 F.Supp. 2d 84, 88 (D.P.R., 2002) citing Conventry Sewage Association v. Dworking Realty Co., 71 F.3d 1,3 (1st Cir., 1995). Just as a federal court cannot expand its jurisdictional horizon, parties cannot confer subject matter jurisdiction on a fede al ou t i dole e, o e sight, a uies e e, o o se t. U.S. v. Horn, 29 F.3d 754, 768 (1st Cir. 1994). Therefore, a party that seeks the jurisdiction of the federal courts, has the burden of de o st ati g its e iste e i the i sta t ase the issue is Plai tiff s do i ile at the ti e of filing the complaint. Murphy v. United States, 45 F.3d 520,522 (1st Cir. 1995). As courts of limited jurisdiction, federal courts have the duty of construing jurisdictiongranting statutes strictly. See, e.g., Alicea-Rivera v. SIMED, 12 F. Supp. 2d 243,245 (D.Puerto Rico, . He e, Plai tiff has i oked the Cou t s ju isdi tio pu sua t to the di e sit statute, U.S.C. § 1332. Diversity jurisdiction requires complete diversity between all plaintiffs and all defendants. Casas Office Machines v. Mita Copystar America, Inc., 42 F.3d 668, 673 (1st Cir. 1994); Strawbridge v. Curtiss, 7 U.S. (3 Cranch) 267, 2L.Ed. 435 (1806). Since Co-Defendants have halle ged Plai tiff s ju isdi tio al allegatio s, Plai tiff ea s the u de of p o i g, a preponderance of the evidence, the facts of their domicile and how the facts corelate with their jurisdictional claim. Thomson v. Gaskil, 315 U.S. 442 (1942); Bank One v. Montle, 964 F 2d 48, 50 3 Case 3:20-cv-01174-DRD Document 12 Filed 07/14/20 Page 4 of 9 (1st Cir. 1992); Rivera v. Hosp. Interamericano de Medicina Avanzada, 125 F. Supp. 2d 11, 17 (D.P. R. 2000).1 For federal jurisdictional purposes, diversity of citizenship must be established as of the time of the filing of the suit. Valentin v. Hosp. Bella Vista, 254 F.3d 358, 361 (1st Cir. 2001); Rivera v. Hosp. Interamericano de Medicina Avanzada, 125 F.Supp.2d at 16. In particular, when faced with a determination of diversity jurisdiction wherein a corporation is involved, as is the case at bar, it has been more than established that a corporation's citizenship derives from the State wherein it is incorporated and the State wherein its principal place of business occurs.4 A corporation, however, will not be deemed a citizen of every State in which it conducts business or is otherwise amenable to personal jurisdiction. See Wachovia Bank, National Association v. Schmidt, 546 U.S. 303, 126 S.Ct. 941, 952, 163 L.Ed.2d 797 (2006). Yet, [t]he u de of pe suasio fo esta lishi g di e sit ju isdi tio , of ou se, e ai s on the party asserting it. When challenged on allegations of jurisdictional facts, the parties must support their allegations by competent p oof. Hertz Corp. v. Friend, 559 U.S. 77, 96–97, 130 S. Ct. 1181, 1194–95, 175 L. Ed. 2d 1029 (2010) (internal citations omitted). To that effect, in Hertz, the “up e e Cou t e plai ed that i o de to ide tif a o po atio s p i ipal pla e of usi ess, the ou ts should use the e e e te test to ide tif the pla e of a tual di e tio , o t ol, a d oo di atio . Id. Ge e all speaki g, this ill be the place where the corporation maintains 1 The Court has discretion as to the manner in which preliminary questions of jurisdiction are to be resolved and e jo s oad autho it to o de dis o e , o side e t i si e ide e, hold e ide tia hea i gs a d ake findings of fact in order to determine its own jurisdiction. Valentín v. Hospital Bella Vista, 254 F 3d at 363. 4 Case 3:20-cv-01174-DRD Document 12 Filed 07/14/20 Page 5 of 9 its headquarters-provided that the headquarters is the actual center of direction, control, and coordination ... and not simply an office where the corporation holds its board meetings (for example, attended by directors and officers who have traveled there for the occasion). Harrison v. Granite Bay Care, Inc., 811 F.3d 36, 40 (1st Cir. 2016)(quoting Hertz Corp., 559 U.S. at 93, 130 S.Ct. 1181. Mo eo e , [ ]hile there may be no perfect test that satisfies all administrative and purposive criteria . . . this test is relatively easier to apply and does not require courts to weigh corporate functions, assets, or revenues differe t i ki d, o e f o the othe . Hertz Corp., 559 U.S. at 79, 130 S. Ct. 1181, 1185. Herein, Televicentro removed the instant case from the Puerto Rico Court of First Instance, Bayamon Part to the District Court pursuant to 28 U.S.C. §§ 1441 et seq., because the instant matter exceeds the sum or value of $75,000.00, exclusive of interest and costs, and is between citizens of different states. 28 U.S.C. § 1332. Televicentro supports diversity jurisdiction with a Declaration of Mr. Alex Tolston, Executive Vice President, Chief Legal Officer and Corporate Secretary of Hemisphere Media Group, Inc., who declares under penalty of perjury that, 2. Televicentro of Puerto Rico, LLC is a limited liability company organized and existing by virtue of the laws of the state of Delaware and is engaged in the broadcast television business, as well as in the production of news and entertainment programming in Puerto Rico. . Tele i e t o of Pue to ‘i o, LLC s sole e e is I te Media Español, I ., a holding company that owns 100% interest of Televicentro of Puerto Rico, LLC. 4. InterMedia Español, Inc. is a corporation organized and existing under and by virtue of the laws of the state of Delaware. . I te Media Español, I . s add ess is Gables, FL, 33146. Po e de Leo Bl d. “uite 5 , Co al Case 3:20-cv-01174-DRD Document 12 Filed 07/14/20 Page 6 of 9 . I te Media Español, I . s offi e s a e Alan J. Sokol, President; Craig D. Fischer, Vice President; Alex J. Tolston, Corporate Secretary; and Javier Maynulet, Vice President. 7. The direction, control and coordi atio of I te Media Español s activities is done from Florida. Therefore, InterMedia Español s p i ipal pla e of business is in the state of Florida. Docket No. 1, Exhibit 5. As a result thereof, Plaintiff filed a Motion to Remand to State Court (Docket No. 7) arguing that defe da ts ha e ot et thei u de of esta lishi g su je t atte jurisdiction based on diversity of citizenship and [have] not presented competent proof of [its] citizenship , id. at 1- , hile also a gui g that [t]he citizenship of an unincorporated entity, such as a pa t e ship, is dete i ed the itize ship of all of its e e s. Pramco, LLC v. San Juan Bay Marina, Inc., 435 F.3d 51, 54 (1st Cir. 2005) (citing Carden v. Arkoma Assoc., 494 U.S. 185, 195-96 (1990)). Televicentro filed its respective Opposition to Motion to Remand (Docket No. 8) wherein supplemental facts and arguments were submitted in support of diversity jurisdiction. According to Tele i e t o, Plai tiff s a gu e ts that a state e t u de pe alt of perjury is not sufficient still leaves the facts in the declaration by the Corporate Secretary of InterMedia Español u halle ged. Id. at 2. In further support of its contention, Televicentro produced a Supplemental Declaration of Mr. Alex Tolston, the Amended & Restated Limited Liability Company Operating Agreement of Televicentro of Puerto Rico, LLC, a Structure Chart and a list of subsidiaries filed with a 10-K Report of Hemisphere Media Group., Inc. See Docket No. 9 and its Exhibits 1, 2 & 3, respectively. Furthermore, Televicentro had previously produced the Certificate of Incorporation of InterMedia Español, Inc. See Docket No. 1, Exhibit 5 at 3. 6 Case 3:20-cv-01174-DRD Document 12 Filed 07/14/20 Page 7 of 9 Upon careful review of all documents that have been produced by Televicentro, as well as the statements under penalty of perjury of Mr. Alex Tolston, Corporate Secretary of InterMedia Español, Inc., the Court deems that the standard has been met and Televicentro has successfully satisfied the burden of establishing diversity of citizenship by submitting competent proof of the location wherein actual direction, control and coordination of Televicentro matters takes place is Coral Gables, Florida. The Court explains. As p e iousl stated, the e e test lea l p o ides that a o po atio s p i ipal pla e of usi ess is the place of actual direction, control, and coordination. Hertz Corp. 559 U.S. at 96–97 (emphasis ours). As such, Televicentro successfully established that activities as to direction and control of Televicentro are totally conducted by InterMedia Español s officers from the State of Florida. As declared by Mr. Tolston, and confirmed by the Structure Chart produced by Televicentro, InterMedia Español, Inc. is a subsidiary of Hemisphere Media Group, Inc. See Docket No. 9, ¶ 4 and its Exhibits 2 & 3. It has also been confirmed that since August 26, 1999 and to this day Tele i e t o s sole e that o e has ee InterMedia Español, Inc., a holding company s 100% interest of Televicentro of Pue to ‘i o, LLC. Do ket No. , ¶ 3. Accordingly, it is InterMedia Español, I . the e tit that di e ts a d app o es all its usiness activities and management and it does so from the Coral Gables, Florida offices. This is where all major de isio s a e ade. Id. ¶ 5. Some examples or the decisions that are made are by InterMedia Español, Inc. from the State of Florida are, [s]uch activities of direction and control are performed by InterMedia Español, Inc. s officers Sokol, Fischer, Tolston and Maynulet and include, for example, de isio s o e i g the a e of Tele i e t o, the lo atio of Tele i e t o s principal office and place of business, appointment of its registered agent, decisions concerning capital contributions to Televicentro, designation and removal of officers, execution of instruments and documents such as issuance of 7 Case 3:20-cv-01174-DRD Document 12 Filed 07/14/20 Page 8 of 9 incumbency certificates and resolutions allowing Televicentro to enter into certain agreements, corporate authorizations and financial matters, to name a few. Id. In support of its contention that Inte Media Español, I . s p i ipal pla e of usi ess is at Coral Gables, Florida, Televicentro submitted an Annual Report Detail Report for the 2019 tax year, wherein the principal place of business is identified as 400 Ponce de Leon Blvd., Suite 650, Coral Gables, FL 33146 and all directors and officers are identified. See Docket no. 9, Exhibit 5. Mr. Tolston further declared under penalty of perjury that InterMedia Español, Inc. is ega ded a e tit fo ta pu poses, a d as su sidia of He isphe e Media G oup, it epo ts into that one holding company and income tax filing is effectuated through a consolidated tax etu . Id. ¶ 6. According to Mr. Tolston, all these matters are performed in the State of Florida by their independent registered public accounting firm for auditing purposes located in Miami, to wit, RSM US LLP. See Docket No. 9, Exhibit 3. Finally, Mr. Tolston explained that I te Media Español, Inc. still maintains a registered agent in Delaware and engages such services through C“C, hi h also p o ides a ual epo t fili g a d epo ti g se i es. Docket No. 9, ¶ 8 and its Exhibit 4. Consequently, Televicentro has met the burden to establish diversity of jurisdiction and the fa t that Tele i e t o s itize ship is that of I te Media Español, I ., a el , Flo ida a d Delaware. The Court finds that Televicentro complied with supporting the basis of subject matter jurisdiction with competent proof as to the fact that the [actual] place of actual direction, control, and coordination of said entity is in the State of Florida. Hence, the Court needs not go fu the . Plai tiff s Motion for Remand to State Court should be denied. 8 Case 3:20-cv-01174-DRD Document 12 Filed 07/14/20 Page 9 of 9 III. CONCLUSION For the reasons elucidated above, the Court hereby DENIES Plaintiff, Celimar Adamés Casaldu s Motion for Remand to State Court (Docket No. 7). Accordingly, the instant case shall remain in the District Court for the remainder of the proceedings as explained in the instant Opinion. IT IS SO ORDERED. In San Juan, Puerto Rico, this 14th day of July, 2020. S/Daniel R. Domínguez Daniel R. Domínguez United States District Judge 9
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