GAETE v. ARCTIC GLACIER PREMIUM ICE

IN THE UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF PENNSYLVANIA

MARIA P. GAETE et al.,

Plaintiffs, Civil Action

v. No. 24-cv-1396

ARCTIC GLACIER PREMIUM ICE,

Defendant.

Goldberg, J. February 27, 2025

MEMORANDUM OPINION

This Opinion addresses Plaintiffs’ Motion to Remand, filed after Defendant removed this

case to federal court. Resolution of this Motion requires that I examine Defendant’s “nerve center,”

an analysis that has become trickier given the advent of remote work.

Plaintiffs are co-administrators of the estate of decedent Blair Smith who have sued “Arctic

Glacier Premium Ice” for wrongful death in the Court of Common Pleas of Philadelphia County.

An entity calling itself Arctic Glacier USA, Inc. (“Defendant”), who does business as “Arctic

Glacier Premium Ice,” removed the case to this Court. Plaintiffs argue that removal was improper

under 28 U.S.C. § 1441(b)(2), which prohibits removal of civil actions where jurisdiction is

premised on diversity of citizenship and any defendant is a citizen of the state where the lawsuit

was filed—here, Pennsylvania. Defendant disagrees, asserting it is headquartered in North

Carolina.

I. JURISDICTIONAL BACKGROUND1

Plaintiffs—who are residents of New York and Florida—filed this lawsuit in state court on

March 4, 2024. (ECF No. 35 ¶¶ 1-3.) Plaintiffs served and Defendant accepted service at an

address in Bala Cynwyd Pennsylvania. (Id. ¶ 69.)

Plaintiffs present the following evidence to show Defendant is a citizen of Pennsylvania:

• “All of [Defendant’s] publicly available websites and social media accounts

from March of 2024 identify Pennsylvania as its headquarters.” (Id. ¶ 29.)

These websites contain no mention of “North Carolina.”

• Defendant maintains a “mailing address . . . in Sharpsburg, Pennsylvania . . .

where all of the Defendant’s checks in the U.S. go.” (Id. ¶ 35.) “Defendant’s

website lists [the Sharpsburg] address as its administrative offices and the

location to send any HR inquiries.” (Id. ¶ 36.) As such, “critical administrative

functions such as banking, depositing monies, human resource inquiries, and

mail sorting, all [] occur in Pennsylvania.” (Id. ¶ 37.)

• Defendant’s corporate filings in Connecticut, Maryland, Nebraska,

Massachusetts, and Vermont all denote that the Bala Cynwyd address is

Defendant’s principal place of business. (See ECF No. 35-10, 35- 13, ECF 35-

14, 35-16. 35-17.)

Defendant presents the following in opposition to remand:

• Defendant is incorporated in Delaware. (ECF No. 36 ¶ 5.)

• Defendant’s CEO is Peter Laport. On May 1, 2021, Mr. Laport signed a lease

for a home in North Carolina, which expired on April 30, 2024. (Id. ¶ 28(a).)

On March 14, 2024, Mr. Laport purchased a home in Mooresville, North

Carolina. (Id.) Mr. Laport has neither lived in Pennsylvania nor has owned

property or rented property in Pennsylvania. (Id.)

• When Defendant recruited Mr. Laport to be its CEO, he made it clear that “he

intended to run [business operations] from his home in North Carolina.” (Id. ¶

28(b).) This was confirmed by both Mr. Laport and Matthew Coles, the

managing director for the Carlyle Group—which indirectly owns Defendant.

(See id.; see also Aff. of Matthew Coles (ECF No. 27-5) ¶¶ 1-2.)

• On March 20, 2023—nearly a year before this lawsuit was filed—Mr. Laport

began his role as Defendant’s President and CEO. (ECF No. 36 ¶ 28(c).) As

part of his role, he “perform[s] the duties and responsibilities of the Executive’s

position and such other duties and responsibilities on behalf of” Defendant.

(Id.) Since that time, Mr. Laport “has run the company from his home office in

North Carolina.” (Id. ¶ 28(d).) This was confirmed by Mr. Laport, Chief

1 These facts are taken from Plaintiffs’ Second Motion to Remand (ECF No. 35), Defendant’s Response in Opposition

(ECF No. 36), and the attached exhibits. The Parties have been through two rounds of jurisdictional discovery on this

issue.

Human Resources Officer Elise Doyle, General Counsel Travis Bonnell, and

Chief Financial Officer Stephanie Choudri. (Id.)

• In his role as CEO, Mr. Laport sets company strategy, hires and fires employees,

and is responsible for the budget from “end to end each and every day.” (Id. ¶

28(e).) More specifically, he is in charge of “hiring and firing all members of

the Executive Team and anyone with a prominent position” and those decisions

are made from North Carolina. (Id. ¶ 28(g).) He conducts “weekly one on one

meetings from North Carolina with his executive team members where he lays

out the directions and goals for the company and provides feedback.” (Id. ¶

28(j).)

• Mr. Laport is also a member of Defendant’s board and “sets the agenda for each

Board meeting, and runs the board meetings from North Carolina.” (Id. ¶

28(p).)

• In March 2023, Mr. Laport “made the decision to close the Bala Cynwyd office

and . . . informed the 8-12 employees at that office, that effective immediately,

they were fully remote in their job.” (Id. ¶ 31.) Defendant points to emails

confirming that it paid some $244,955 to terminate the Bala Cynwyd office

lease as of April 10, 2023. (ECF No. 36-8 at 92-93 of 95.) On December 20,

2023, Mr. Laport sent a company-wide announcement explaining that the Bala

Cynwyd office was no longer accepting mail, and that the new corporate

address “for all corporate correspondence” was the Sharpsburg, Pennsylvania

location. (Id. at 94 of 95.)

• Defendant explains that the Sharpsburg mailing address is only the site of a

“digital mailroom service” and a “P.O. Box.” (ECF No. 36 ¶ 35.) This digital

mailroom—which is operated by third-party “Exela Technologies”—“open[s],

scan[s], and virtually send[s] all mail to the appropriate company recipient.”

(Aff. of Stephanie Choudri ¶¶ 10-13.)

II. LEGAL STANDARDS

A civil action—based in diversity jurisdiction—filed in state court may be removed if the

Parties are completely diverse. See 28 U.S.C. § 1441(b)(1). However, under the Forum State

Defendant Rule, “[a] civil action otherwise removable solely on the basis of [diversity] jurisdiction

. . . may not be removed if any of the . . . defendants is a citizen of the State in which such action

is brought.” Id. § 1441(b)(2). “[A] corporation, is a citizen of (a) the state(s) where it is

incorporated and (b) the state where it has its nerve center; that is, its headquarters.” Hensley v.

CAN, No. 19-2837, 2019 WL 5088461, at *4 (E.D. Pa. Oct. 10, 2019) (internal citations omitted).

Thus, if a corporate defendant is sued in state court where it is either incorporated, or where it has

its principal place of business, it may not remove on the basis of diversity jurisdiction. See Holley

v. Teva Pharms. USA, Inc., No. 20-1613, 2020 WL 4470617, at *1 (E.D. Pa. Aug. 4, 2020).

A defendant’s “principal place of business” is where its “nerve center” is located. Gentry

v. Sikorsky Aircraft Corp., 383 F. Supp. 3d 442, 450-51 (E.D. Pa. 2019) (citing Hertz Corp. v.

Friend, 559 U.S. 77, 80-81 (2010)). A nerve center is “the place where the corporation’s high level

officers direct, control, and coordinate the corporation’s activities,” typically “found at a

corporation’s headquarters.” Hertz Corp., 559 U.S. at 80-81. The nerve center is “more than a

mail drop box, a bare office with a computer, or the location of an annual executive retreat.” Id.

at 97. Moreover, a nerve center is “‘a single place,’ meaning [it] is static, regardless of the conduct

at issue in a particular case.” Gentry, 383 F. Supp. 3d at 451 (citing Hertz, 559 U.S. at 79). It is

Defendant’s burden to demonstrate the propriety of removal jurisdiction. See Dent v. Amresorts,

L.P., No. 24-6354, 2025 WL 300604, at *2 (E.D. Pa. Jan. 24, 2025); see also Return on Intelligence,

Ltd. v. Shenkman, No. 16-317, 2017 WL 3310684, at *4 (E.D. PA. Aug. 3, 2017) (explaining that

the moving party must establish “complete diversity” by the “preponderance of the evidence”)

Defendant must support its contention with “competent proof.” Hertz Corp., 559 U.S. at 96-97.

III. DISCUSSION

It is undisputed that Defendant is incorporated in Delaware. Thus, I must only determine

the location of Defendant’s “nerve center.”

In setting out the “nerve center” test, the Supreme Court explained that “there will be hard

cases . . . in this era of telecommuting [because] some corporations may divide their command and

coordinating functions among officers who work at several different locations, perhaps

communicating over the Internet.” Id. at 95. Because Defendant’s entire management structure is

decentralized and there appears to be no brick-and-mortar headquarters, this is one of those “hard”

cases.

A. Defendant’s Connection to Pennsylvania

Plaintiffs point to Defendant’s websites, LinkedIn pages, as well as state registration and

tax filings to support their contention that Defendant held itself out as headquartered in

Pennsylvania. While I agree that these filings show Defendant maintained an address in Bala

Cynwyd2 or Sharpsburg Pennsylvania, the listing of an address alone is not sufficient to establish

Pennsylvania as Defendant’s nerve center. See Hertz Corp., 559 U.S. at 97 (“[W]e reject

suggestions that the mere filing of a form like the Securities and Exchange Commission’s Form

10–K listing a corporation’s ‘principal executive offices’ would, without more, be sufficient proof

to establish a corporation’s ‘nerve center.’”); Bethman v. Bell Flavors and Fragrances, Inc., No.

19-4735, 2020 WL 1955593, at *2 (E.D. Pa. Apr. 23, 2020) (“[A]n address alone is insufficient to

establish corporate citizenship.”).

Plaintiffs also contend that Defendant’s mailing address—a Sharpsburg Pennsylvania

location—is proof that Defendant directs its administrative functions from Pennsylvania. I also

disagree with this contention. Defendant has presented unrebutted evidence that the Sharpsburg

address is merely the location of a “digital mailroom service.” (ECF No. 36-4 ¶¶ 10-11.) In

essence, the Sharpsburg address—which is operated by a third party—is where Defendant’s mail

and checks are sorted for forwarding. Accordingly, because the Sharpsburg location is nothing

“more than a mail drop box” or a third-party sorting site, it cannot serve as Defendant’s nerve

center. See Hertz, 559 U.S. at 97.

2 I note that Defendant’s Chief Accounting Officer averred that all filings after December 15, 2023 listing a Bala

Cynwyd mailing address are “inaccurate.” (Aff. of Stephanie Choudri ¶ 21.)

Defendant has also presented proof that the Bala Cynwyd address has been inactive since

2023. Only weeks after Peter Laport took over as Defendant’s CEO in 2023, he made the decision

to shutter the Bala Cynwyd office, paying some $245,000 to terminate the lease and shifting all

employees who previously worked there to fully remote positions. (See ECF No. 36-8 at 92-93 of

95; Dep. of Elise Doyle at 15-16.)3 In March 2023, it appears that only one employee—who was

not an officer of the company—would collect mail from the Bala Cynwyd office once per week.

In December 2023, Laport emailed the entire company, explaining “there is no longer a need for a

physical corporate office location.” (Id. at 94 of 95.)

These facts undermine Plaintiffs’ argument that Defendant operated its business from

Pennsylvania at the time this suit was filed. That Defendant publicly listed addresses in

Pennsylvania and Sharpsburg does not adequately rebut the “competent proof” provided by

Defendant. As the Hertz Court explained, “if the bulk of a company’s business activities visible

to the public take place in New Jersey, while its top officers direct those activities just across the

river in New York, the ‘principal place of business’ is New York.” 559 U.S. at 96. Thus, the

relevant question is where did Defendant’s officers direct the company’s activities?

B. Center of Direction Control and Coordination

Although I have found neither Third Circuit nor Eastern District of Pennsylvania case law

expressly addressing the nerve center test in the context of remote work, several Courts in

California have considered this issue. See Vazquez v. DataRobot, Inc., No. 22-7619, 2023 WL

6323101, at *7 (N.D. Cal. Sept. 28, 2023) (collecting cases) (“The present case raises the difficult

question of how to apply the nerve-center test in the post-pandemic telecommuting context.”).

3 Plaintiffs attempt to undermine the lease termination date, pointing to an email which indicates the lease was set to

expire on March 31, 2024, after this lawsuit was filed. (ECF No. 35-1 at 12.) Even if the lease expired in March

2024, the relevant question is whether Defendant was being directed and controlled from that office.

Vazquez and the cases it cites are instructive and provide “guidance for the situation where the

corporation’s direction and control is divided across multiple states.” Id. at *8. I thus look to the

number of acting officers, where they were located, and where the “lion’s share” of a corporation’s

decision making took place. Id. at *8-*9 (citing Pool v. Hoffman-La Roche, Ltd., 386 F. Supp. 3d

1202 (N.D. Cal. 2019); Benchmark Invs., Inc. v. PAVmed Inc., No. 20-10888, 2021 WL 5967918,

at *3 (S.D.N.Y. Dec. 16, 2021); Colmenares v. Paedae, Inc., No. 21-5221, 2021 WL 4934976 (C.D.

Cal. Oct. 22, 2021)).

Defendant has provided an organizational chart which appears to show that all corporate

officers report directly to Peter Laport. (See ECF No. 36-8 at 42 of 42.) As of April 8, 2024, none

of these officers worked in the same state and only one of them worked in Pennsylvania. (See id.)

Accordingly, I cannot simply look to where a plurality of the officers are located to determine the

location of Defendant’s nerve center. Cf. Colmenares, 2021 WL 4934976, at *4 (finding

Defendant’s forum was Ohio because “a plurality of its officers with strategic, decision-making,

and financial authority” lived there and because a “substantial majority of the company’s

employees report to the officers in [Ohio]”).

I next ask where the “lion’s share” of Defendant’s decision-making was made. “One key

consideration is where the president or chief executive officer reports to work.” Aizen v. Am.

Healthcare Admin. Servs., Inc., No. 18-15195, 2019 WL 4686811, at *5 (D. N.J. Sept. 26, 2019);

see also Pool, 386 F. Supp. 3d at 1221 (explaining a CEO’s “governance role would appear to be

highly significant.”). I also consider from which location Defendant’s executives had the

“responsibility to direct and develop plans, strategies, budgets and goals, and to oversee significant

corporate decisions, and set corporate policy.” Gentry, 383 F. Supp. 3d at 445 (internal quotations

and citations omitted). My review of the record indicates that Peter Laport controls and directs

Defendant’s company from North Carolina.

It is undisputed that Peter Laport is Defendant’s CEO and has lived and worked in North

Carolina since before he was hired in March of 2023. As discussed in detail above, Mr. Laport is

responsible for firing, hiring, strategy, budgeting, and more. He also conducts weekly check-ins

with his management team from his home in North Carolina. Moreover, this is not a case where

Mr. Laport delegated his control or direction of the company to employees in Pennsylvania. Cf.

Brewer v. SmithKline Beacham Corp., 774 F. Supp. 2d 720, 730 (E.D. Pa. 2011) (explaining that

where Defendant’s board of directors and managers “delegated the direction, control and

coordination of LLC to managers who operate from Philadelphia, [they] effectively transplanted

the vast majority of its ‘brain’ or ‘nerve center’ to its managers in Philadelphia.”). Instead, it

appears he maintains full control of the company from North Carolina.

Plaintiffs attempt to cast doubt on this evidence by pointing to alleged contradictions in

deposition testimony, the level of control Laport exercises over the company, and Laport’s lack of

knowledge regarding the filing of certain business documents.4 Specifically, Plaintiffs allege that

Laport does not actually direct or control Defendant’s company because he “needs the agreement

and alignment of the Carlyle Board”—an investment firm—“for any major decisions.” (ECF No.

35-1 at 9.) Even if Plaintiffs are correct, there is no evidence in the record indicating that the

Carlyle Board makes decisions from Pennsylvania. Plaintiffs’ questioning of Defendant’s

4 Plaintiffs also argue that “Defendant has not produced a single document or other credible evidence to support its

position aside from the testimony and affidavits of their hand-picked witnesses.” (ECF No. 35 ¶ 23.) I note that I

only ordered a second round of jurisdictional discovery—including the depositions of three previously undisclosed

witnesses—because Plaintiffs expressed some interest in deposing these witnesses. (See ECF No. 29 at 3 of 4

(“Defendant provided this evidence to Plaintiffs only through their opposition briefing . . . . [If disclosed earlier,]

Plaintiffs would [have] . . . at a minimum, request[ed] the depositions of the affiants.”).) Moreover, depositions and

affidavits are exactly the type of evidence I must rely on in making this determination. See Gentry, 383 F. Supp. 3d

at 448 n.6 (explaining previous Order which set out rules for depositions regarding the “nerve center” question).

evidence does not by itself create the type of doubt favoring remand. See Wilmington Trust Co.

v. Boeing Co., No. 20-402, 2020 WL 4004575, at *5 (W.D. Wash. June 8, 2020) (“[W]hile

plaintiffs posit [] that the Court’s inquiry should focus on [the] Board of Directors, and not on []

individual executives . . . , they do not proffer evidence that focus would support finding any

location other than Chicago as [defendant’s] nerve center.”). Instead, without more, I find that

Defendant has shown by a preponderance of the evidence that Laport directs and controls

Defendant’s activities from North Carolina.

Finally, I disagree with Plaintiffs’ premise that ruling in Defendant’s favor will “swallow

the nerve center test in Hertz and allow parties to engage in jurisdictional manipulation.” (ECF

No. 35 ¶ 134.) This suit was filed in March 2024. Defendant’s decision to close the Bala Cynwyd

office and order all employees to work remotely was made as early as March 2023 or as late as

December 2023. Importantly, Defendant’s CEO has never lived or worked in Pennsylvania. It is

unclear how Defendant would have the foresight—one year before the filing of this suit—to hire

a CEO from North Carolina and shutter its Pennsylvania office to create complete diversity.

IV. CONCLUSION

Based on the foregoing, I find that Defendant is incorporated in Delaware and that its

officers direct, control, and coordinate the corporation’s activities from North Carolina. The

Parties are thus diverse, removal is proper, and I will deny Plaintiffs’ Motion to Remand.

An appropriate Order follows.