The opinion
IN THE UNITED STATES DISTRICT COURT
WESTERN DISTRICT OF ARKANSAS
TEXARKANA DIVISION
SOUTHERN FARM BUREAU
CASUALTY INSURANCE COMPANY PLAINTIFF
v. Case No. 4:18-cv-4157
CHARLES DAVIS, JR. a/k/a
CHUCK DAVIS; DAVIS PECANS, LLC;
CHUCK DAVIS FARMS, LLC; and
MUD CREEK LAND COMPANY, LLC DEFENDANTS
AMENDED ORDER
On May 6, 2019, the Court entered an Order instructing Plaintiff to provide evidence of its
citizenship status on the date this action was initiated. (ECF No. 28). In the final paragraph of that
Order, the Court mistakenly stated that Plaintiff should provide evidence demonstrating the location
of its principal place of business as of November 11, 2018. “November 20, 2018” should be substituted
in place of that date. Therefore, the Court’s May 6, 2019 Order (ECF No. 28) is amended to read as
follows:
On November 20, 2018, Plaintiff Southern Farm Bureau Casualty Insurance Company initiated
this declaratory judgment action pursuant to 28 U.S.C. § 1332, seeking a declaration of the rights and
obligations of the parties under an insurance contract Plaintiff entered into with Defendant Charles
Davis, Jr. In its complaint, Plaintiff pleads that it is a Mississippi corporation with a principal place of
business in Little Rock, Arkansas. Plaintiff pleads further that Defendant Charles Davis Jr. is an
Arkansas resident; that Defendants Davis Pecans, LLC and Chuck Davis Farms, LLC are Arkansas
limited liability companies with principal places of business in Arkansas; and that Defendant Mud
Creek Land Company LLC is a Texas limited liability company with a principal place of business in
Texas.
On April 12, 2019, Plaintiff filed a motion for leave to amend its complaint pursuant to Federal
Rule of Civil Procedure 15, stating that it wishes to further plead the citizenship of each Defendant and
correct two mistakes from its complaint: that its principal place of business is actually in Ridgeland,
Mississippi, and the specific insurance policy number at issue in the case, which was incorrectly listed
in the complaint. On April 26, 2018, Defendants Charles Davis Jr.; Davis Pecans, LLC; and Chuck
Davis Farms, LLC (the “Davis Defendants”) filed a response to the motion, contending that the Court
should deny the motion because the Arkansas Secretary of State lists Plaintiff as having a principal
place of business in Little Rock, Arkansas. The Davis Defendants suggest further that subject matter
jurisdiction is lacking in this case because Plaintiff plead in its complaint that it has a principal place
of business in Arkansas and, thus, there is not complete diversity between parties.1
“Subject matter jurisdiction . . . is a threshold requirement which must be assured in every
federal case.” Turner v. Armontrout, 922 F.2d 492, 493 (8th Cir. 1991). If a federal court does not
have subject matter jurisdiction over a given case, that case must be dismissed. See Fed. R. Civ. P.
12(h)(3); Williams v. Cnty. of Dakota, Neb., 687 F.3d 1064, 1067 (8th Cir. 2012).
The case at bar is before the Court pursuant to 28 U.S.C. § 1332, which bestows original
jurisdiction when the parties have diversity of citizenship and the amount of controversy exceeds
$75,000, exclusive of interest and costs. Diversity of citizenship under 28 U.S.C. § 1332 requires
complete diversity. Exxon Mobil Corp. v. Allapattah Servs., Inc., 545 U.S. 546, 553 (2005). Complete
diversity “exists where no defendant holds citizenship in the same state where any plaintiff holds
citizenship.” OnePoint Solutions, LLC v. Borchert, 486 F.3d 342, 346 (8th Cir. 2007). For purposes
of establishing diversity jurisdiction, “a corporation shall be deemed a citizen of every State and foreign
state where it has been incorporated and of the State or foreign state where it has its principal place of
business.” 28 U.S.C. § 1332(c)(1). A company’s principal place of business is normally located in
“the place where the corporation maintains its headquarters—provided that the headquarters is the
1 The Davis Defendants did not, however, file a motion to dismiss for lack of subject matter jurisdiction.
actual center of direction, control, and coordination, i.e., the ‘nerve center,’ and not simply an office
where the corporation holds its board meetings.” Hertz Corp. v. Friend, 559 U.S. 77, 92-93 (2010).
The existence of diversity of citizenship is determined at the time the suit in issue is instituted, not
when the cause of action arose. Blakemore v. Mo. Pac. R.R. Co., 789 F.2d 616, 618 (8th Cir. 1986).
The Davis Defendants argue that Plaintiff should not be allowed to now claim a non-Arkansas
principal place of business as a means of salvaging subject matter jurisdiction. In support, the Davis
Defendants offer a printout from the Arkansas Secretary of State’s website, which they contend shows
Plaintiff’s principal place of business as being in Little Rock, Arkansas. (ECF No. 26-1). The Court
is not convinced, however, that this exhibit is determinative of Plaintiff’s principal place of business.
The Arkansas Secretary of State’s online listing for Plaintiff, filed on January 1, 1987, lists its
“principal address” as 10720 Kanis Road, Little Rock, AR 72211, but nowhere on the page does it
explicitly list Plaintiff’s “principal place of business.”
The Davis Defendants are correct that Plaintiff pleaded that it is incorporated in Mississippi
and has a principal place of business in Arkansas. Because Plaintiff has also pleaded that the Davis
Defendants are Arkansas citizens, it appears at first blush that complete diversity does not exist.
However, Plaintiff contends that its initial pleading regarding its principal place of business was a
mistake, and that its actual principal place of business is in Mississippi. In support, Plaintiff provides
its latest articles of incorporation that were filed with the Mississippi Secretary of State in 2015, as
well as an affidavit of corporate citizenship from Lydia Warren, Senior Vice President-Legal and
Secretary for Plaintiff. (ECF Nos. 27-2, 27-3). The 2015 articles of incorporation state in relevant part
that Plaintiff’s “statutory home office” is in Ridgeland, Mississippi. Ms. Warren’s affidavit provides
that Plaintiff’s principal place of business is in Ridgeland, Mississippi, and states that Plaintiff’s
corporate records, corporate board meetings, and executive decisions are all held and/or made at its
office in Ridgeland, Mississippi.2
Although the Court is not willing to find the Davis Defendants’ exhibit dispositive of the issue,
the fact nonetheless remains that Plaintiff’s operative complaint lists its principal place of business as
being in Arkansas which, if true at the time this case was filed, would deprive the Court of subject
matter jurisdiction and require that this case be dismissed pursuant to Federal Rule of Civil Procedure
12(h)(3). Plaintiff’s evidence demonstrates that its current principal place of business is in Ridgeland
Mississippi, as its corporate records, corporate board meetings, and executive decisions are now all
held and/or made there, thereby making that office the actual center of direction, control, and
coordination. Hertz Corp., 559 U.S. at 92-93. However, diversity of citizenship is determined at the
time a suit is instituted, Blakemore, 789 F.2d at 618, and the Court is without any evidence to determine
where Plaintiff’s principal place of business was located on November 20, 2018, when this case was
filed.
Accordingly, the Court will give Plaintiff until May 20, 2019, to produce evidence showing
that on November 20, 2018—the date this case was filed—its principal place of business was in
Ridgeland, Mississippi, rather than Little Rock, Arkansas. If Plaintiff does so, the Court will rule
on Plaintiff’s motion for leave to amend. However, if Plaintiff fails to make this showing, the Court
will have no choice but to dismiss this case pursuant to Rule 12(h)(3) for lack of subject matter
jurisdiction.
IT IS SO ORDERED, this 6th day of May, 2019.
/s/ Susan O. Hickey
Susan O. Hickey
Chief United States District Judge
2 This affidavit is worded in the present tense, however, and does not shed light on whether Plaintiff’s corporate
records, corporate board meetings, and executive decisions were held and/or made in Mississippi at the time this case
was filed.