The opinion
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘O’
Case No. 2:24-cv-06972-CAS-RAOx Date October 24, 2024
Title Holland-Thielen et al. v. Space Exploration Technologies Corp.
Present: The Honorable CHRISTINA A. SNYDER
Catherine Jeang Not Present N/A
Deputy Clerk Court Reporter / Recorder Tape No.
Attomeys Present for Plaintiffs: Attomeys Present for Defendants:
Not Present Not Present
Proceedings: REDACTED (INCHAMBERS) - PLAINTIFFS’ MOTION TO
REMAND (Dkt. 11, filed on September 9, 2024)
I. INTRODUCTION
On June 12, 2024, plaintiffs Paige Holland-Thielen, Yaman Abdulhak, Scott Beck,
Rebekah Clark, Deborah Lawrence, Claire Mallon, Tom Moline, and André Nadeau
(“plaintiffs”) filed suit against defendant Space Exploration Technologies Corporation
(“SpaceX”) and its Chief Executive Officer (“CEO”) and Chief Technology Officer
(“CTO”), defendant Elon Musk (“Musk’), in Los Angeles Superior Court. Dkt. 1-1.
Plaintiffs allege eight claims for relief: (1) sexual harassment based on the creation of a
hostile work environment pursuant to the Fair Employment and Housing Act (“FEHA”),
Cal. Gov’t. Code §§ 12923, 12940; (2) retaliation pursuant to FEHA, Cal. Gov’t Code §
12940(h); (3) failure to prevent discrimination, harassment, and retaliation in violation of
FEHA, Cal. Gov’t. Code § 12940(k); (4) sexual harassment pursuant to FEHA, Cal.
Gov’t Code § 12940(j); (5) discrimination pursuant to FEHA, Cal. Gov’t. Code §
12940(a); (6) whistleblower retaliation pursuant to Califommia Labor Code § 1102.5; (7)
wrongful termination in violation of public policy; and (8) unlawful business practices
pursuant to Califorma Business and Professions Code § 17200. Id. 9 124-96.
On August 16, 2024, defendants SpaceX and Musk removed the case to this Court
based on diversity jurisdiction. Dkt. | at 3. On September 9, 2024, plaintiffs filed the
instant motion to remand the case to Los Angeles Superior Court, dkt. 11 (“Mot.”), as
well as a request for judicial notice, dkt. 12. On September 21, 2024, SpaceX filed
objections to plaintiffs’ evidence in support of their motion to remand. Dkt. 28. On
September 30, 2024, SpaceX filed its opposition to plaintiffs’ motion to remand. Dkt. 37
(“Opp.”). On October 2, 2024, plaintiffs filed their reply. Dkt 39 (“Reply”). They
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES — GENERAL ‘O’
neue eV-O6972-CAS-RAOx ER October 24,2024
Title Holland-Thielen et al. v. Space Exploration Technologies Corp.
concurrently filed responses to SpaceX’s evidentiary objections, dkt. 41, and objections
to SpaceX’s evidence in support of its opposition, dkt. 43.
On October 9, 2024, SpaceX filed a motion for leave to file a surreply. Dkt. 47.
On October 10, 2024, plaintiffs filed their opposition. Dkt. 48. On the same day, the
Court granted the motion. Dkt. 49. On October 11, 2024, SpaceX filed its surreply. Dkt.
50 (“Surreply”). On October 17, 2024, SpaceX filed its responses to plaintiffs’
evidentiary objections. Dkt. 65.
On October 21, 2024, the Court held a hearing. Having carefully considered the
parties’ arguments and submissions, the Court finds and concludes as follows.
Il. BACKGROUND
While the facts of plaintiffs’ complaint revolve around their former employment at
SpaceX, see dkt. 1-1, in the instant motion, the parties solely dispute the location of
SpaceX’s principal place of business.'
SpaceX relies on facts from the declarations of Lindsay Chapman, its Senior
Director of Human Resources (“Chapman”), dkt. 1-2 § 2, Sheila McCorkle, its Vice
President of Starship Legal and Regulatory (“McCorkle”), dkt. 37-1 4 2, and Jamin
Gallman, its Director of Human Resources (“Gallman”), dkt. 37-2 2. Chapman, who
executed her declaration in California, states that she has knowledge of SpaceX’s
business and operations, including the location of its senior executives. Dkt. 1-2 □ 3. She
asserts that since before June 12, 2024, SpaceX’s corporate officers, including Musk and
SpaceX’s President and Chief Operating Officer, Gwynne Shotwell (“Shotwell”), have
resided in and controlled, coordinated, and directed operations from Texas. Id. {j 5-6.
1 SpaceX filed a series of evidentiary objections challenging portions of the declarations
of Scott Beck and Tom Moline, as well as specific exhibits in plaintiffs’ request for
judicial notice. Dkt. 28. Plaintiffs replied with responses to these objections. Dkt. 41.
Plaintiffs also filed objections to SpaceX’s evidence, claiming that the declarations of
McCorkle and Gallman lack foundation by failing to establish personal knowledge and
that they violate Federal Rule of Evidence 1002 by failing to attach personnel records.
Dkt. 43. Thereafter, SpaceX filed responses to plaintiffs’ objections. Dkt. 65. To the
extent the Court relies on evidence to which there has been an objection, the Court has
overruled the objection to that evidence. All other objections are denied as moot.
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES — GENERAL ‘O’
Case No. 2:24-cv-06972-CAS-RAOx Date October 24, 2024
Title Holland-Thielen et al. v. Space Exploration Technologies Corp.
She further states that the current employee handbook lists Starbase, Texas as SpaceX
headquarters, and that the July 20, 2024 executive staff meeting was held there. Id. 4 7-8.
McCorkle states that Starbase is home to iT TT
MM. Dit. 37-1 911. As such, the company’s highest-level leaders have relocated to
Texas “in large part because Starbase was and is the nerve center of SpaceX.” Id. § 13.
In ee. where she continued her direction and
coordination of SpaceX’s operations. Opp. at 4: dkt. 37-2 | 5. While Shotwell’s primary
office is in . she has a I office where she “routinely” works. Dkt. 37-2
§ 31. She has more than {ij direct reports, including ii iT Tt iii
Dk. 37-1 2, rrr Dk: 37-25
8. SB is his primary work location for SpaceX. Id. From there, he manages many
significant functions and held “All Hands” meetings in January and April 2024. Opp. at
4. Other executive leaders had also moved to Texas by June 12, 2024, including
2)
eh,
es Uc. at 4-5. No critical companywide
decision is made IE Id. In addition to Shotwell and
Musk, SpaceX
Dee Di), as
ee i.
Plaintiffs rely on the following facts in their motion to remand. Mot. at 1.
Plaintiffs cite several sources identifying SpaceX’s headquarters as Hawthorne,
California: its website, its Employee Handbook from March 2021, and a public notice
dated August 12, 2024 from the Federal Aviation Administration. Id. at 2-3. The
website lists additional primary facilities in Vandenburg Air Force Base, California;
McGregor, Texas; Starbase, Texas; Cape Canaveral, Florida; and Kennedy Space Center,
Florida. Id. at 3. On July 16, 2024, Musk announced on his social media platform, X,
that “SpaceX will now move its HQ from Hawthorne, California to Starbase, Texas.” Id.
On August 13, 2024, SpaceX changed its principal place of business with the California
Secretary of State from Hawthorne, California to Brownsville, Texas, the location of
Starbase. Id. However, filings with the Texas and Florida Secretaries of State continue
to list Hawthorne as SpaceX’s principal address and [MJ address. Id. at 3-4.
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES — GENERAL ‘Oo’
Case No. 2:24-cv-06972-CAS-RAOx Date October 24, 2024
Title Holland-Thielen et al. v. Space Exploration Technologies Corp.
Plaintiffs claim that I primary office is in I not Starbase,
Texas, citing to a declaration she provided on January 20, 2024 in another case. Id.
As for the location of SpaceX’s vice presidents, plaintiffs compiled data from the
Federal Election Commission and LinkedIn showing that nineteen of twenty-three vice
presidents are in California (sixteen in Hawthorne, three in the Bay Area, and none in
Starbase). Id. at 4-6. Plaintiffs also cite to Federal Election Commission filings from
June 21, 2024. showing that Space X’ s
EE are located in or next to Hawthorne. Id. at
6. Plaintiffs’ pay statements, including for non-California residents, were issued from
Hawthorne headquarters. Id. at 7. Plaintiffs also point to recent court filings from
SpaceX showing that of its 13,000 employees, only J are located in Starbase. Id.
Plaintiffs’ review of open positions on SpaceX’s website on September 1, 2024 shows
928 open positions, J of which are in Hawthorme and [iJ of which are in
Starbase. Id.
Ii. LEGAL STANDARD
A motion for remand is the proper procedure for challenging removal. Remand
may be ordered either for lack of subject matter jurisdiction or for any defect in removal
procedure. See 28 U.S.C. § 1447(c). The Court strictly construes the removal statutes
against removal jurisdiction, and jurisdiction must be rejected if there is any doubt as to
the right of removal. See Gaus v. Miles, Inc., 980 F.2d 564, 566 (9th Cir. 1992). The
party seeking removal bears the burden of establishing federal jurisdiction. See Prize
Frize, Inc. v. Matrix, Inc., 167 F.3d 1261, 1265 (9th Cir. 1999). The defendant also has
the burden of showing that it has complied with the procedural requirements for removal.
Virginia A. Phillips, J. & Karen L. Stevenson, J., Rutter Group Prac. Guide Fed. Civ. Pro.
Before Trial § 2:3741 (The Rutter Group 2020).
Under 28 U.S.C. § 1446(b), the defendant must file the notice of removal within 30
days after being served with a complaint alleging a basis for removal. When there are
multiple defendants, all defendants named in the complaint and who have been properly
joined and served in the action must also join in the removal. Hewitt v. City of Stanton,
798 F.2d 1230, 1232 (9th Cir. 1986). This is known as the rule of unanimity. See
Chicago, Rock Island & Pac. Ry. v. Martin, 178 U.S. 245 (1900); see also Schwarzer,
supra, § 2:905.2.
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES — GENERAL ‘O’
Case No. 2:24-cv-06972-CAS-RAOx Date October 24, 2024
Title Holland-Thielen et al. v. Space Exploration Technologies Corp.
If the defendant’s removal notice fails to meet the procedural requirements of
§ 1446(b), the court may remand the action based on the plaintiffs timely motion.
McAnally Enters., Inc. v. McAnally, 107 F. Supp. 2d 1223, 1226 (C.D. Cal. 2000).
Pursuant to 28 U.S.C. § 1447(c), a motion to remand based on any defect other than
subject matter jurisdiction must be made within 30 days after the filing of the notice of
removal.
IV. DISCUSSION
Plaintiffs argue that the case should be remanded because there is no diversity
jurisdiction, alleging that at the time the lawsuit was filed (June 12, 2024), four plaintiffs
and defendant SpaceX were citizens of the same state: California. Mot. at 1.
In order to establish removal jurisdiction in an action premised on diversity of
citizenship, the removing defendant must demonstrate that (1) the amount in controversy
exceeds $75,000, and that (2) the suit is between citizens of different states. See 28
U.S.C. § 1332. “For purposes of determining the existence of diversity jurisdiction, the
citizenship of the parties is to be determined with reference to the facts as they existed at
the time of filing.” Grupo Dataflux v. Atlas Glob. Grp.. L.P., 541 U.S. 567, 569-70
(2004). A corporation is a citizen of its state of incorporation and the state where it has
its principal place of business. 28 U.S.C. §1332(c)(1); Hertz Corp. v. Friend, 559 U.S.
77, 80 (2010).
Here, the parties do not dispute the amount in controversy (exceeding $75,000),
plaintiffs’ citizenships (California and Washington), or SpaceX’s state of incorporation
(Texas as of February 2024). Dkt. 1 at 3; Mot. at 10. At issue, however, is SpaceX’s
principal place of business as of June 12, 2024, the date the lawsuit was filed. Mot. at 10.
If SpaceX meets its burden to show that its principal place of business was in Texas at the
time of filing, complete diversity would exist and the requirements for diversity
jurisdiction would be satisfied, making removal to this Court proper.
A corporation’s “principal place of business” refers “to the place where a
corporation’s officers direct, control, and coordinate the corporation’s activities.” Hertz,
559 U.S. at 92. “[I]t should normally be the place where the corporation maintains its
headquarters—provided that the headquarters is the actual center of direction, control,
and coordination, 1.e., the ‘nerve center,’ and not simply an office where the corporation
holds its board meetings (for example, attended by directors and officers who have
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES — GENERAL ‘<O’
Case No. 2:24-cv-06972-CAS-RAOx Date October 24, 2024
Title Holland-Thielen et al. v. Space Exploration Technologies Corp.
traveled there for the occasion).” The nerve center is a “single place” and “a place within
a State.” Id. at 93.
“In evaluating a corporation’s principal place of business using the nerve center
test, courts consider several factors including where the corporation’s chief executive
officer ‘resides and maintains’ his or her office, where the other officers reside, where the
corporation’s ‘high level decisions’ are made, and where the corporation’s “finance and
accounting functions’ are performed.” Peich v. Flatiron West, Inc., No. 5:16-cv-00540-
ODW (DTB), 2016 WL 6634851, at *3 (C.D. Cal. Nov. 9, 2016) (quoting In re
Hydroxycut Mktg. & Sales Practices Litig., No. 09-MD-2087-BTM (AJB), 2010 WL
2998855, at *3 (S.D. Cal. July 29, 2010)).
Plaintiffs argue that all relevant factors weigh in favor of finding that Hawthorne,
California was SpaceX’s nerve center at the time of filing. Mot. at 11. Plaintiffs contend
that “all available public documentation” reveals that SpaceX’s headquarters were in
Hawthorne on June 12, 2024, including SpaceX’s website and records of the Federal
Aviation Administration. Id. The records of Texas’s Secretary of State list SpaceX’s
Hawthorne address, and until August 7, 2024, the records of California’s Secretary of
State listed Hawthorne as SpaceX’s “principal address.” Id. Musk allegedly did not
announce the move from Hawthorne until July 16, 2024. Id.
Next, plaintiffs argue that the location of SpaceX’s corporate, finance, and
executive teams indicate that its principal place of business is Hawthorne. Id. at 11.
Plaintiffs contend that the vice presidents who oversee SpaceX’s functional activities and
the heads of SpaceX’ IE teams are located in Hawthorne. Id.
at 11-12. Plaintiffs claim that even 1f Musk and Shotwell are located in Texas, SpaceX
fails to prove that it is their place of work. Id. at 12. Regardless, plaintiffs point to
Nestlé’s finding that “the mere relocation of two officers, albeit high-rankings ones...
cannot on its own be enough to shift the ‘nerve center’ of a multi-billion dollar, 51,000-
employee corporation that has been headquartered in a single location for 27 years.” Id.
at 12 (citing Nestlé USA, Inc. v. Inn Foods, Inc., No. CV-17-4840-MWEF, 2017 WL
11665627, at *4 (C.D. Cal. Oct. 20, 2017)).
Additionally, plaintiffs argue that SpaceX has not met its burden of supporting its
allegations with admissible evidence, contending that the evidence offered lacks
foundation and relevance. Mot. at 13. Plaintiffs contend that Chapman lacks personal
knowledge of the control and coordination of SpaceX’s activities because she is based in
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES — GENERAL ‘<O’
Case No. 2:24-cv-06972-CAS-RAOx Date October 24, 2024
Title Holland-Thielen et al. v. Space Exploration Technologies Corp.
California rather than Texas. Id. at 15. Plaintiffs next argue that SpaceX’s reliance on its
“current” employee handbook and the location of an executive staff meeting “on July 20,
2024” are irrelevant, as the focus of the inquiry must be June 12, 2024. Id. at 16.
Alternatively, if the Court finds that relevant facts are disputed, plaintiffs request
leave for jurisdictional discovery on the principal place of business issue. Id. at 17.
In opposition, SpaceX argues that its principal place of business has been in Texas
since before June 12, 2024. Opp. at 7. As a threshold matter, SpaceX submits a
certificate executed by its assistant secretary, stating that “prior to June 12, 2024 and
presently,” its principal place of business is Starbase, located in Brownsville, Texas. Id.
at 7; dkt. 27-3. SpaceX notes that “[c]ourts have found this alone to be competent and
sufficient evidence” to prove a corporation’s principal place of business. Opp. at 7
(citing Sullivan v. Duncan, No. 13-CV-1640 (SAS), 2015 WL 4393316, at *4—5
(S.D.N_Y. July 17, 2015) and Macklin v. Lexington Ins. Co., No. 20-CV-05372 (ER),
2020 WL 5796814, at *4 (S.D.N_Y. Sept. 29, 2020)).
SpaceX then disputes plaintiffs’ assertion that the location of a corporation’s
headquarters is the “key factor” in the nerve center test. Id. Rather, SpaceX contends
that, according to Hertz, a corporation’s headquarters is the principal place of business
only when it is “the actual center of direction, control, and coordination[.]” Id. (citing
Hertz, 559 U.S. at 93). SpaceX argues that relevant factors demonstrate that SpaceX’s
principal place of business was Texas at the time of filing of the complaint. Id. at 8.
First, SpaceX argues, since before June 12, 2024, I I and
maintained his office and I at HM. Id. Second, it asserts that SpaceX’s
decision-making executive officers are based in Texas. Id. at 9. SpaceX relies on
Colmenares for four indices that demonstrate an officer is part of the nerve center:
possessing high-level strategic and financial decision-making authority; being authorized
to negotiate binding contracts; having a large number of direct reports: and attending
board meetings. Id. (citing Colmenares v. PaeDae, Inc., No. CV 21-5221-DMG (KSx),
2021 WL 4934976, at *3-4 (C.D. Cal. Oct. 22, 2021)). SpaceX contends that only Musk
and Shotwell meet these criteria. 1d. [iis
es 1c. Juncosa, the Vice
President of Starship— {i
GE 2nd numerous vice presidents have moved there
since. Id. Third, SpaceX argues that most of SpaceX’s high-level decisions are made in
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES — GENERAL ‘<O’
Case No. 2:24-cv-06972-CAS-RAOx Date October 24, 2024
Title Holland-Thielen et al. v. Space Exploration Technologies Corp.
Texas, Id. at 10. In December 2023,
SpaceX’s and executive staff meeting both occurred in
Starbase. Id. Fourth, SpaceX argues that its administrative functions have been
distributed across all SpaceX locations, including Starbase, “since long before June 12,
2024.” Id.
Separately, SpaceX distinguishes Nestlé, arguing that the Nestlé defendant did not
provide the same supporting evidence as SpaceX. Id, at 11. SpaceX then contends that
plaintiffs’ motion falsely states the locations of many of its vice presidents. Id. at 12.
Regardless, SpaceX argues that it is the location of SpaceX’s decision-makers that
determines its nerve center, not the location of its vice presidents without high-level
authority, or the location of its managers directing day-to-day operations. Id. at 12, 15.
SpaceX contends
and have offices at Starbase. Id. at 13. Vice Presidents
McCorkle, are also based in Texas. Id. at 16. SpaceX next
contends that plaintiffs’ reliance on public filings regarding SpaceX’s headquarters is
misplaced because those public filings do not identify the place from which SpaceX’s
executive officers direct the corporation. Id. at 14.
Additionally, SpaceX disputes plaintiffs’ challenges to Chapman’s declaration,
arguing that she has personal knowledge of where SpaceX’s employees conduct business
operations. Id. at 18-19. Finally, SpaceX claims that jurisdictional discovery would be
improper. Id. Because plaintiffs “do not deny key jurisdictional facts,” notably that
IE the time of the filing of this action, plaintiffs
have failed to prove that relevant facts are controverted. Id. However, if the request is
granted, SpaceX requests that it be limited to no more than ten written discovery requests.
Id. at 22.
In reply, plaintiffs argue that SpaceX has failed to meet its burden. Reply at 6.
Plaintiffs reiterate that Chapman did not provide any basis for her personal knowledge of
where Musk or Shotwell work, as Chapman works in Hawthorne. Id. at 7. Further,
plaintiffs state that it is now undisputed that iT
Pe. Id. Plaintiffs next dispute the averments in Gallman’s
declaration, arguing that he also fails to establish his personal knowledge. Id. at 8. His
contention that ie allecedly “add[s] nothing
to the analysis.” Id. Plaintiffs assert that Gallman’s statements about Musk do not
identify which personnel records support his conclusions. Id. Further, plaintiffs argue,
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES — GENERAL ‘Oo’
Case No. 2:24-cv-06972-CAS-RAOx Date October 24, 2024
Title Holland-Thielen et al. v. Space Exploration Technologies Corp.
Gallman does not clarify whether [GE primary office. Id. McCorkle’s
declaration allegedly has the same deficiencies. Id. at 9. Plaintiffs also contend that
based on Id. According
to plaintiffs, absent details on why Starship is the “most important,” these declarations
are allegedly “self-serving.” Id. at 10.
Plaintiffs contend that it is undisputed that Hawthorne was SpaceX’s headquarters
at the time of filing of the complaint. Id. at 13. They claim that, while not a dispositive
factor, under Hertz, the nerve center should “normally” be the headquarters, unless it is
“simply an office where the corporation holds its board meetings.” Id. Plaintiffs argue
that SpaceX has not made this showing, and in fact, the evidence shows that Hawthorne
is a “traditional corporate headquarters,” ae
, anda
high rate of new employee hiring (double that of Starbase). Id. at 13-14. Plaintiffs next
argue that SpaceX fails to explain the discrepancy created by its filings with the Texas,
California, and Florida Secretaries of State and the Federal Election Commission, which
each state that, as of June 12, 2024, the address of the corporation and its officers is in
Hawthorne. Id. at 16. While SpaceX argues that the concentration of employees in
Hawthorne reflects only “day-to-day” operations, plaintiffs argue that the cases it relies
upon do not address the present situation, where the senior leaders are not in a single
location apart from where the “day-to-day” operations occur. Id. at 19.
In its surreply, SpaceX argues that plaintiffs incorrectly state that declarations
alone are not sufficient evidence. Surreply at 2. SpaceX reiterates that plaintiffs ignore
the fact that 2 the time of filing
of the complaint. Id. at 3. Finally, SpaceX contends that its declarations are not
deficient, as Gallman and McCorkle are senior employees, MJ and working at
Starbase, with personal knowledge of the facts set forth in their declarations. Id. at 6.
The Court finds that SpaceX’s principal place of business on June 12, 2024, was
Starbase, Texas.* Under Hertz, a corporation’s principal place of business is only its
? At oral argument, counsel for plaintiffs asked the Court to consider four cases: Pool v.
F. Hoftman-La Roche, Ltd., 386 F.Supp.3d 1202 (N.D. Cal. 2019); Ravishanker v.
Mphasis Infrastructure Servs.. Inc., No. 15-02346-EJD, 2015 WL 6152779 (N.D. Cal.
Oct. 20, 2015): Boisvert v. Carbon IQ, Inc., No. 2:22-cv-03303-FLA, 2022 WL
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES — GENERAL ‘O’
Case No. 2:24-cv-06972-CAS-RAOx Date October 24, 2024
Title Holland-Thielen et al. v. Space Exploration Technologies Corp.
headquarters when headquarters are “the actual center of direction, control, and
coordination, 1.e., the ‘nerve center,’ and not simply an office where the corporation holds
its board meetings.” Hertz, 559 U.S. at 93. While the record shows that SpaceX
conducted its day-to-day operations from its Hawthorne headquarters at the time of filing,
this evidence does not satisfy the “nerve center” test. Rather, the Court must direct its
analysis to the location where SpaceX’s officers directed, controlled, and coordinated
corporate activities. See Hoschar v. Appalachian Power Co., 739 F.3d 163, 172 (4th Cir.
2014) (“When a corporation’s day-to-day operations are managed in one state and its
officers make significant corporate decisions and set corporate policy in another, the
corporation’s nerve center and principal place of business is the latter. The record
demonstrates that APCO’s day-to-day operations are managed in Charleston, while its
officers direct, control, and coordinate APCO’s activities from Columbus. Therefore,
APCO’s principal place of business is in Columbus, Ohio.”); Chavez v. Carmax Auto
Superstores California, LLC, No. CV-13-02651-DMG-AJWx, 2014 WL 12968226, at *3
(C.D. Cal. July 8, 2014) (finding that defendant’s principal place of business was
20401314 (C.D. Cal. Aug. 1, 2022): and Steines v. Crown Media U.S. LLC, No. 18-
09293-CJC, 2018 WL 6330600 (C.D. Cal. Dec. 4, 2018). Upon review, Pool,
Ravishanker, and Boisvert appear to be distinguishable because unlike here, the party
seeking removal failed to meet its burden of demonstrating diversity of citizenship. See
Pool, 386 F.Supp.3d at 1220 (defendant did not prove that its principal place of business
was Little Falls, even when the majority of its officers were located there, because “sheer
numbers are not dispositive. Without an understanding of what each director or officer
actually does for [defendant] as a practical matter, where the nerve center of the company
is cannot be determined.”); Ravishanker, 2015 WL 6152779, at *2-3 (defendant did not
meet its burden when it failed to corroborate its director’s “self-serving declaration,”
failed to specify whether its principal place of business was located in India or New
York, and attempted to place the burden of establishing diversity jurisdiction on
plaintiff); Boisvert, 2022 WL 20401314, at *3 (granting jurisdictional discovery where
material jurisdictional facts were in dispute). In Steines, which 1s factually similar to the
present case, the Court denied the plaintiff's motion to remand. See Steines, 2018 WL
6330600, at *3 (finding that defendant’s principal place of business was in New York
because defendant’s CEO and President testified that he directed and controlled corporate
activities from New York, notwithstanding SEC and Secretary of State filings stating that
defendant’s principal offices were in Studio City).
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES — GENERAL ‘Oo’
Case No. 2:24-cv-06972-CAS-RAOx Date October 24, 2024
Title Holland-Thielen et al. v. Space Exploration Technologies Corp.
Richmond, Virginia because even though it had a “main office in California, all executive
functions” took place in Richmond).
The Court finds that Nestlé is distinguishable from the present case. There, the
Court found that “the mere relocation of two officers, albeit high-ranking ones, a couple
months before a complaint is filed cannot on its own be enough to shift the ‘nerve center’
of a multi-billion-dollar, 51,000-employee corporation that has been headquartered in a
single location for 27 years.” Nestlé, 2017 WL 11665627, at *4. The Court specifically
based its finding on the lack of evidence provided by the defendant:
Despite understanding better than anyone else the details of its own operations, in
its Opposition Nestlé has informed the Court only that its CEO and CFO had
relocated to Arlington before it filed its Complaint. It offered no information
about, for example: the number and titles of its other officers and the nature of
their roles in the company; the location of its other high-level executives as of June
30, 2017; if any other high-level officers/employees who had previously worked in
Glendale had left for Arlington by then; or whether any corporate functions that
were previously controlled and/or performed in Glendale were being controlled
and/or performed in Virginia (or somewhere else) by then.
Id. at *3. Here, although there are factors that support each side’s contentions, the
Court finds that SpaceX offers persuasive information about the number and titles of its
highest-ranking officers, their roles, and their locations. “In evaluating a corporation’s
principal place of business using the nerve center test, courts consider several factors
including where the corporation’s chief executive officer ‘resides and maintains’ his or
her office, where the other officers reside, where the corporation’s ‘high level decisions’
are made, and where the corporation’s ‘finance and accounting functions’ are
performed.” Peich, 2016 WL 6634851, at *3. The Court finds that, on balance, these
factors show that Starbase was SpaceX’s principal place of business at the time of filing
of the complaint.
First, SpaceX’s and
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES — GENERAL ‘O’
eee CASRAOK EE October 24,2025,
Title Holland-Thielen et al. v. Space Exploration Technologies Corp.
in SpaceX’ s favor, ae
Second, with regard to the second and third Peich factors,
| while
(including ) are based in Starbase, are based in Hawthorne.
Further, the
An executive staff meeting and
occurred in Starbase in December 2023, and Musk hosted “All Hands” meetings in
Starbase in January and April 2024. These facts again weigh in defendant’s favor.
Weighing in favor of plaintiffs’ position, the Court finds that SpaceX’s finance and
administrative functions are largely located in Hawthorne,
Notably,
are based in or near Hawthorne.
On balance, however, the Court finds that the majority of factors show that
Starbase was SpaceX’s nerve center and principal place of business on June 12, 2024.
The Supreme Court has recognized that “there will be hard cases” such as this one,
3 The Court acknowledges plaintiffs’ argument that because TTT
es. St2rbase cannot be said to be SpaceX’s
principal place of business. Reply at 1-2. However,
. Dkt. 37-14 31.
4 SpaceX does not appear to deny plaintiffs’ claim that the vice presidents located in or
near Hawthorne at the time of filing of the complaint included: a
ee
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES — GENERAL ‘Oo’
Case No. 2:24-cv-06972-CAS-RAOx Date October 24, 2024
Title Holland-Thielen et al. v. Space Exploration Technologies Corp.
where, “in this era of telecommuting, some corporations may divide their command and
coordinating functions among officers who work at several different locations, perhaps
communicating over the Internet. That said, our test nonetheless points courts in a single
direction, toward the center of overall direction, control, and coordination.” Hertz, 559
U.S. at 95-96. The instant “hard” case is complicated by the location of Musk and
Shotwell in different Texas cities. However, the Court must determine the “overall”
center of direction, control, and coordination, as every corporation has a nerve center 1n a
single place within a state. Id. at 93. Accordingly, the presence of
who
points in the
“single direction” of Starbase. See Colmenares, 2021 WL 4934976, at *4 (“Defendant’s
Granville, Ohio office is home to a plurality of its officers with strategic, decision-
making, and financial authority, and is the only single place home to more than one of
them. A substantial majority of the company’s employees report to the officers in
Granville. Therefore, to the extent that Defendant had any single ‘place of actual
direction, control, and coordination’ in June 2021, it must be the Granville, Ohio
office.”).
Accordingly, the Court finds that SpaceX is a citizen of Texas, not California.
The Court denies plaintiffs’ request for jurisdictional discovery on this issue
because plaintiffs do not deny that
See
Butcher’s Union Loc. No. 498, United Food & Com. Workers v. SDC Inv., Inc., 788 F.2d
535, 540 (9th Cir. 1986) (citations omitted) (“Discovery should ordinarily be granted
where “pertinent facts bearing on the question of jurisdiction are controverted or where a
more satisfactory showing of the facts is necessary.””).
V. CONCLUSION
In accordance with the foregoing, the Court DENIES plaintiffs’ motion to remand.
IT IS SO ORDERED.
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Initials of Preparer EMM