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SUPREME COURT OF THE UNITED STATES
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No. 14–1382
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AMERICOLD REALTY TRUST, PETITIONER v.
CONAGRA FOODS, INC., et al.
on writ of certiorari to the united states
court of appeals for the tenth circuit
[March 7, 2016]
Justice Sotomayor delivered the opinion of the
Court.
Federal law permits federal courts to resolve
certain nonfederal controversies between “citizens” of different
States. This rule is easy enough to apply to humans, but can become
metaphysical when applied to legal entities. This case asks how to
determine the citizenship of a “real estate investment trust,” an
inanimate creature of Maryland law. We answer: While humans and
corporations can assert their own citizenship, other entities take
the citizenship of their members.
I
This action began as a typical state-law
controversy, one involving a contract dispute and an underground
food-storage warehouse fire. A group of corporations whose food
perished in that 1991 fire continues to seek compensation from the
warehouse’s owner, now known as Americold Realty Trust. After the
corporations filed their latest suit in Kansas court, Americold
removed the suit to the Federal District Court for the District of
Kansas. The District Court accepted jurisdiction and resolved the
dispute in favor of Americold.
On appeal, however, the Tenth Circuit asked for
supplemental briefing on whether the District Court’s exercise of
jurisdiction was appropriate. The parties responded that the
District Court possessed jurisdiction because the suit involved
“citizens of different States.” 28 U. S. C. §§1332(a)(1),
1441(b).
The Tenth Circuit disagreed. The court
considered the corporate plaintiffs citizens of the States where
they were chartered and had their principal places of business:
Delaware, Nebraska, and Illinois. See ConAgra Foods, Inc. v.
Americold Logistics, LLC, 776 F. 3d 1175, 1182 (2015);
§1332(c)(1) (specifying the citizenship of corporations for
jurisdictional purposes). The court applied a different test to
determine Americold’s citizenship because Americold is a “real
estate investment trust,” not a corporation. Distilling this
Court’s precedent, the Tenth Circuit reasoned that the citizenship
of any “non-corporate artificial entity” is determined by
considering all of the entity’s “members,” which include, at
minimum, its shareholders. Id., at 1180–1181 (citing
Carden v. Arkoma Associates, 494 U. S.
185 (1990) ). As there was no record of the citizenship of
Americold’s shareholders, the court concluded that the parties
failed to demonstrate that the plaintiffs were “citizens of
different States” than the defendants. See Strawbridge v.
Curtiss, 3 Cranch 267 (1806).
We granted certiorari to resolve confusion among
the Courts of Appeals regarding the citizenship of unincorporated
entities. 576 U. S. ___ (2015). We now affirm.
II
Exercising its powers under Article III, the
First Congress granted federal courts jurisdiction over
controversies between a “citizen” of one State and “a citizen of
another State.” 1Stat. 78. For a long time, however, Congress
failed to explain how to determine the citizenship of a
nonbreathing entity like a business association. In the early 19th
century, this Court took that silence literally, ruling that only a
human could be a citizen for jurisdictional purposes. Bank of
United States v. Deveaux, 5 Cranch 61, 86–91 (1809). If
a “mere legal entity” like a corporation were sued, the relevant
citizens were its “members,” or the “real persons who come into
court” in the entity’s name. Id., at 86, 91.
This Court later carved a limited exception for
corporations, holding that a corporation itself could be considered
a citizen of its State of incorporation. See Louisville, C.
& C. R. Co. v. Letson, 2 How. 497, 558 (1844).
Congress etched this exception into the U. S. Code, adding
that a corporation should also be considered a citizen of the State
where it has its principal place of business. 28 U. S. C.
§1332(c) (1958 ed.). But Congress never expanded this grant of
citizenship to include artificial entities other than corporations,
such as joint-stock companies or limited partnerships. For these
unincorporated entities, we too have “adhere[d] to our oft-repeated
rule that diversity jurisdiction in a suit by or against the entity
depends on the citizenship of ‘all [its] members.’ ”
Carden, 494 U. S., at 195–196 (quoting Chapman
v. Barney, 129 U. S. 677, 682 (1889) ).
Despite our oft-repetition of the rule linking
unincorporated entities with their “members,” we have never
expressly defined the term. But we have equated an association’s
members with its owners or “ ‘the several persons composing
such association.’ ” Carden, 494 U. S., at 196
(quoting Great Southern Fire Proof Hotel Co. v.
Jones, 177 U. S. 449, 456 (1900) ). Applying this
principle with reference to specific States’ laws, we have
identified the members of a joint-stock company as its
shareholders, the members of a partnership as its partners, the
members of a union as the workers affiliated with it, and so on.
See Carden, 494 U. S., at 189–190 (citing
Chapman, 129 U. S., at 682; Great Southern, 177
U. S., at 457; and Steelworkers v. R. H. Bouligny,
Inc., 382 U. S. 145, 146 (1965) ).
This case asks us to determine the citizenship
of Americold Realty Trust, a “real estate investment trust”
organized under Maryland law. App. 93. As Americold is not a
corporation, it possesses its members’ citizenship. Nothing in the
record designates who Americold’s members are. But Maryland law
provides an answer.
In Maryland, a real estate investment trust is
an “unincorporated business trust or association” in which
prop-erty is held and managed “for the benefit and profit of any
person who may become a shareholder.” Md. Corp. & Assns. Code
Ann. §§8–101(c), 8–102 (2014). As with joint-stock companies or
partnerships, shareholders have “ownership interests” and votes in
the trust by virtue of their “shares of beneficial interest.”
§§8–704(b)(5), 8–101(d). These shareholders appear to be in the
same position as the shareholders of a joint-stock company or the
partners of a limited partnership—both of whom we viewed as members
of their relevant entities. See Carden, 494 U. S., at
192–196; see also §8–705(a) (linking the term “beneficial
interests” with “membership interests” and “partnership
interests”). We therefore conclude that for purposes of diversity
jurisdiction, Americold’s members include its shareholders.
III
Americold disputes this conclusion. It cites a
case called Navarro Savings Assn. v. Lee, 446
U. S. 458 (1980) , to argue that anything called a “trust”
possesses the citizenship of its trustees alone, not its
shareholder beneficiaries as well. As we have reminded litigants
before, however, “Navarro had nothing to do with the
citizenship of [a] ‘trust.’ ” Carden, 494 U. S.,
at 192–193. Rather, Navarro reaffirmed a separate rule that
when a trustee files a lawsuit in her name, her
jurisdictional citizenship is the State to which she belongs—as is
true of any natural person. 446 U. S., at 465. This rule
coexists with our discussion above that when an artificial entity
is sued in its name, it takes the citizenship of each of its
members.
That said, Americold’s confusion regarding the
citizenship of a trust is understandable and widely shared. See
Emerald Investors Trust v. Gaunt Parsippany Partners,
492 F. 3d 192, 201–206 (CA3 2007) (discussing various
approaches among the Circuits). The confusion can be explained,
perhaps, by tradition. Traditionally, a trust was not considered a
distinct legal entity, but a “fiduciary relationship” between
multiple people. Klein v. Bryer, 227 Md. 473,
476–477, 177 A. 2d 412, 413 (1962); Restatement (Second) of
Trusts §2 (1957). Such a relationship was not a thing that could be
haled into court; legal proceedings involving a trust were brought
by or against the trustees in their own name. Glenn v.
Allison, 58 Md. 527, 529 (1882); Deveaux, 5 Cranch,
at 91. And when a trustee files a lawsuit or is sued in her own
name, her citizenship is all that matters for diversity purposes.
Navarro, 446 U. S., at 462–466. For a traditional
trust, therefore, there is no need to determine its membership, as
would be true if the trust, as an entity, were sued.
Many States, however, have applied the “trust”
label to a variety of unincorporated entities that have little in
common with this traditional template. Maryland, for example,
treats a real estate investment trust as a “separate legal entity”
that itself can sue or be sued. Md. Corp. & Assns. Code Ann.
§§8–102(2), 8–301(2). So long as such an entity is unincorporated,
we apply our “oft-repeated rule” that it possesses the citizenship
of all its members. Carden, 494 U. S., at 195. But
neither this rule nor Navarro limits an entity’s membership
to its trustees just because the entity happens to call itself a
trust.
We therefore decline to apply the same rule to
an unincorporated entity sued in its organizational name that
applies to a human trustee sued in her personal name. We also
decline an amicus’ invitation to apply the same rule to an
unincorporated entity that applies to a corporation—namely, to
consider it a citizen only of its State of establishment and its
principal place of business. See Brief for National Association of
Real Estate Investment Trusts 11–21. When we last examined the
“doctrinal wall” between corporate and unincorporated entities in
1990, we saw no reason to tear it down. Carden, 494
U. S., at 190. Then as now we reaffirm that it is up to
Congress if it wishes to incorporate other entities into 28
U. S. C. §1332(c)’s special jurisdictional rule.
* * *
For these reasons, the judgment of the Court
of Appeals is
Affirmed.
