# Offill v. The Central Railroad Company of Indiana

> District Court, S.D. Ohio · June 30, 2025

URL: https://www.frixlaw.com/law-library/cases/11087108

## Case

- **Court:** District Court, S.D. Ohio
- **Decided:** June 30, 2025
- **Opinion:** 100trialcourt
- **Cited by:** 0 later opinions in the Frix Law Library

## Citator (automated)

- No negative treatment found by the automated citator. That is not the same as a confirmation that the case is good law; read the citing cases.
- Full citator and citing cases: https://www.frixlaw.com/law-library/cases/11087108

## How later opinions describe it (automated extraction)

- affirming the district court’s determination on the significant relief provision
- explaining that “jurisdiction over [a] subsidiary is determined by that corporation’s citizenship, not the citizenship of the parent”

## Opinion text

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF OHIO
WESTERN DIVISION

RHONDA OFFILL,

Plaintiff,
Case No. 1:24-cv-540
v.
JUDGE DOUGLAS R. COLE
THE CENTRAL RAILROAD
COMPANY OF INDIANA, et al.,

Defendants.
OPINION AND ORDER
Plaintiff Rhonda Offill initially sued The Central Railroad Company of Indiana
(Central Railroad), Genesee & Wyoming Railroad Services, Inc. (GRSI), INEOS ABS
(USA) LLC, INEOS Styrolution America LLC (collectively INEOS), and ABC
Corporations 1–20 (the corporate equivalents of John Doe defendants) in Ohio state
court. But INEOS removed the case to this Court. Offill now moves to remand. For
the reasons stated more fully below, the Court GRANTS Offill’s Motion to Remand
(Doc. 10). And because the parties submitted supplemental briefing on Central
Railroad’s citizenship, the Court DENIES Central Railroad’s Motion for Leave to File
Sur-Reply in Opposition to Plaintiff’s Motion to Remand (Doc. 28) AS MOOT.
BACKGROUND
A. Procedural Background
The facts here, though calamitous, are straightforward. On September 24,
2024, a tanker car allegedly leaked styrene—a gaseous chemical—and other
hazardous gases into Whitewater Township, Ohio, while parked at a railyard.
(Compl., Doc. 2, #49; INEOS Resp., Doc. 24, #165). Apparently fearing an explosion,
local officials evacuated thousands of individuals who lived or worked within a one-
half mile radius of the tanker car. (Doc. 2, #49–50). But Offill alleges that some of

those residing outside that radius, and who thus were not evacuated, ended up being
“exposed to the [styrene] without warning.” (Id. at #50). Because of the incident, Offill
and others allegedly suffered various injuries to the skin, respiratory tract, and eyes.
(Id.). They also fear future injury and loss of business opportunity. (Id.). And the
affected individuals will require ongoing medical evaluation and monitoring to
determine the long-term impact of the styrene exposure. (Id. at #50–51).
Offill brought this putative class action on September 25, 2024, in the

Hamilton County Court of Common Pleas against Central Railroad, GRSI, INEOS,
and ABC Corporations 1–20. (Id. at #45–46). She claims that INEOS produced the
styrene in question, leased the tanker car that leaked, and arranged the tanker car’s
transportation. (Id. at #49). Offill further alleges that either Central Railroad or GRSI
owns the railyard at which the leak occurred. (Id.). And she says ABC Corporations
1–20, whose names and addresses she doesn’t know yet, were involved in the

“manufacture, transport, maintenance, control, oversight, monitoring, inspection,
stabilization, or design” of the tanker car, styrene, and/or the rail line. (Id.).
On September 29, 2024, INEOS removed the case to this Court. (Notice of
Removal, Doc. 1). In its Notice of Removal, INEOS stated that removal was proper
because the Court has original jurisdiction over the case on two independent grounds.
First, INEOS pointed to 28 U.S.C. § 1332(a), claiming there is complete diversity
between Offill and all Defendants “properly joined and served.” (Id. at #1). Second,
INEOS said the Court has jurisdiction under the Class Action Fairness Act of 2005
(CAFA), 28 U.S.C. § 1332(d), since (1) the putative class exceeds 100 members,

(2) minimal diversity exists, and (3) the amount in controversy exceeds $5 million.
(Id.).
Offill, however, disagrees on both fronts and moves to remand the case to state
court. She makes three arguments in support. First, she says that INEOS improperly
removed the case before any Defendant was properly joined and served, thus violating
28 U.S.C. § 1441(b)(2)’s procedural requirements. (Doc. 10, #87–88). Second, Offill
argues that this Court lacks original jurisdiction under § 1332(a) since she, many of

the putative class members, and Central Railroad are all Ohio citizens—in other
words, there is not complete diversity. (Id. at #88, 90). And finally, Offill maintains
that the Court lacks original jurisdiction under § 1332(d) since this case meets all
four requirements of CAFA’s local controversy exception, rendering CAFA an invalid
basis for removal. (Id. at #89–92).
INEOS responded. (Doc. 24). So did Central Railroad and GRSI. (Doc. 25). Both

sets of Defendants argue that Offill incorrectly pleaded Central Railroad’s
citizenship. (Doc. 24, #168; Doc. 25, #193).1 Although the Complaint alleges that
Central Railroad is incorporated in Indiana with a principal place of business in Ohio,
Defendants claim that Central Railroad’s true principal place of business is in New

1 Although INEOS responded to Offill’s motion separate from Central Railroad and GRSI
(who collectively filed a response), the two responses make largely the same arguments. (See
generally Docs. 24, 25). So the Court will refer to Defendants arguments’ collectively
throughout this Opinion and Order, unless otherwise specified.
York. (Doc. 24, #169–70; Doc. 25, #192–94). And, according to Defendants, that means
the Court has original jurisdiction under both § 1332(a) (since there is complete
diversity) and § 1332(d) (since the local controversy exception cannot apply). (Doc. 24,

#168–71, 175–78; Doc. 25, #190–98). Defendants also maintain that INEOS properly
removed this case under § 1441’s procedure. (Doc. 24, #171–75; Doc. 25, #198–200).
Offill replied. (Doc. 27). In that filing, she maintained that “[t]he information
[then] presently known strongly indicate[ed] that Central Railroad’s principal place
of business is in Ohio,” and asked the Court to grant her motion. (Id. at #206). But
she alternatively requested leave to conduct expedited discovery on Central
Railroad’s principal place of business. (Id.).

Central Railroad then moved for leave to file a sur-reply addressing its
citizenship and Offill’s “contention that complete diversity is lacking.” (Doc. 28, #270).
INEOS filed a response in support of Central Railroad’s motion for leave. (Doc. 29).
After reviewing the parties’ first round of briefing (and mindful of its duty to
ensure it has subject-matter jurisdiction), the Court determined that expedited
discovery on the limited issue of Central Railroad’s principal place of business would

be beneficial. So the Court held a telephone status conference to discuss how that
discovery might proceed. (12/4/24 Min. Entry). As a result of that conference, the
parties conferred and submitted a joint discovery plan. That plan allowed Offill to
depose two individuals—J. Bradley Ovitt and Brian Stussie—on the narrow issue of
Central Railroad’s citizenship. Once the depositions were complete, the Court set a
schedule for supplemental briefing on the citizenship issue. (Doc. 31).
B. Central Railroad’s and GRSI’s Corporate Structure
The parties have since filed their supplemental briefs. (Docs. 35, 36, 37, 38).
Those briefs (along with the two depositions) shed light on Central Railroad’s
corporate structure and operations. Here’s a primer.

Three companies are pertinent to understanding where Central Railroad sits
in the relevant corporate architecture: (1) Genesee & Wyoming, Inc. (GWI) (who is
not a party to this lawsuit, and whose website is gwrr.com, a fact that becomes
relevant below), (2) GRSI, and (3) Central Railroad. GWI is a holding company for
both GRSI and Central Railroad (along with many other subsidiary railroads). (Ovitt
Dep., Doc. 33, #301). GRSI, in turn, “provides administrative and operational support

services” to Central Railroad (and to GWI’s other subsidiaries) based on an agreement
under which Central Railroad pays a management fee to GRSI for those services. (Id.
at #301–02, 319; Ovitt Supp. Decl., Doc. 37-1, #577). In other words, GRSI and
Central Railroad are separate, “sister companies.” (Stussie Dep., Doc. 34, #430).
Central Railroad assumes responsibility for its own financial obligations and
contracts, (Doc. 33, #356–57); is responsible for its own profits and losses, (id. at
#357); and has separate books and financial statements, (id. at #357–58). In terms of

business, Central Railroad operates a railway that runs between Indiana and Ohio.
(See Doc. 34, #491).
Several individuals have a hand in Central Railroad’s operations, though five
are particularly relevant here: Bradley Ovitt, Brian Stussie, John Keffer, Rob Payne,
and Josh Hollingsworth. Ovitt serves as GRSI’s Senior Vice President (VP) of
National Region Railroads and as Central Railroad’s Senior Vice President. (Doc. 33,
#300, 303; Doc. 37-1, #576). As a Senior VP at GRSI, Ovitt also serves as Senior VP
for each of the other railroads in his region (i.e., Central Railroad’s sister
corporations). (Doc. 33, #307–08). Moving along, Stussie is one of GRSI’s six

Divisional Vice Presidents, and he’s also Central Railroad’s President. (Stussie Dep.,
Doc. 34, #420, 424; Stussie Supp. Decl., Doc. 37-2, #592). Keffer, for his part, is both
Central Railroad’s General Manager and its Vice President. (Keffer Decl., Doc. 23-3,
#159). Payne is Central Railroad’s Assistant General Manager. (Doc. 34, #490). And
Hollingsworth is Central Railroad’s Trainmaster. (Id. at #449). The chain of command
goes in reverse. Hollinsworth reports to Payne, who reports to Keffer, who reports to
Stussie, who reports to Ovitt. (Doc. 33, #362; Doc. 34, #428–29, 500–01).

But those individuals don’t all work from the same location. Ovitt works out of
a GRSI conference room or a visitor’s office in Rochester, New York “at least once a
month,” and otherwise works from his home in Vermont—unless, of course, he’s
traveling. (Doc. 33, #315, 323, 329–30). Ovitt travels “extensively” for work, usually
around ten days per month. (Id. at #329). So on those days, Ovitt works from
wherever he’s visiting. (Id. at #329–30). Stussie, by contrast, works out of Central

Railroad’s “headquarters” in Cincinnati, Ohio. (Doc. 34, #458–59, 471). Keffer and
Hollingsworth both have offices there, too. (Id. at #471). And there’s one other
important location: an office in Cleves, Ohio (a town about 20 miles west of downtown
Cincinnati). That’s where Central Railroad’s servicing line is located, and thus where
most of Central Railroad’s employees report to “go on and off duty.” (Id. at #451).
With that background in mind, the Court turns to the parties’ arguments. After
two rounds of briefing, the matter is ripe for review.

LEGAL STANDARD
A motion to remand challenges the Court’s subject-matter jurisdiction over a
dispute removed from state court. See Eastman v. Marine Mech. Corp., 438 F.3d 544,
549 (6th Cir. 2006). A party may remove an action from state court if the federal court
to which the action is removed would otherwise have had original jurisdiction. 28
U.S.C. § 1441(a). The defendant, as the removing party (and thus the party invoking
the Court’s jurisdiction), bears the burden of proving the federal court has jurisdiction

in response to a motion for remand. Eastman, 438 F.3d at 549. In determining its
jurisdiction over a removed action, a court is limited to the legal bases the removing
defendant asserted in its timely filed notice of removal. Miller v. Adamo Grp., 1:22-
cv-14, 2022 WL 1013090, at *3 (S.D. Ohio Apr. 5, 2022); 28 U.S.C. § 1446(a)
(explaining that a defendant must file “a notice of removal … containing a short and
plain statement of the grounds for removal”). In evaluating the asserted grounds for

removal, though, a district court is not limited to the factual allegations in the
complaint. Bennett v. MIS Corp., 607 F.3d 1076, 1087 n.11 (6th Cir. 2010). Rather, it
enjoys wide discretion in the evidence it may review to assess its subject-matter
jurisdiction. Id. But that latitude does not extend temporally—“removal jurisdiction
is assessed based on the facts as they existed at the time of removal.” Total Quality
Logistics, LLC v. Summit Logistics Grp., LLC, 606 F. Supp. 3d 743, 747 (S.D. Ohio
2022).
LAW AND ANALYSIS
Whether the Court must remand this case turns largely on one question:
Where is Central Railroad’s principal place of business? Recall that INEOS asserted
two grounds for removing this action: (1) diversity jurisdiction under § 1332(a) and

(2) CAFA. (Doc. 1, #1). The propriety of both of those grounds depends, at least in
part, on Central Railroad’s citizenship. If Central Railroad’s principal place of
business is in New York, as Defendants suggest, then the Court has diversity
jurisdiction (because Defendants are completely diverse from Offill) and CAFA
jurisdiction (because the local controversy exception doesn’t apply). But if Central
Railroad’s principal place of business is in Ohio, as Offill suggests, then the Court

lacks diversity jurisdiction.2 And because of that (coupled with a few additional facts),
the local controversy exception also applies, meaning the Court lacks CAFA
jurisdiction too. Below, the Court considers both diversity and CAFA jurisdiction, in
that order, but spoiler alert—the Court concludes that Offill is correct.
A. Central Railroad’s Principal Place of Business Is in Ohio, So the Court
Lacks Diversity Jurisdiction.
A party asserting diversity jurisdiction must make two showings: (1) that the
parties are completely diverse, and (2) that the amount in controversy exceeds
$75,000. 28 U.S.C. § 1332(a). No one disputes the amount in controversy element.

2 Offill also complains that INEOS improperly removed the case before any Defendant had
been served. (Doc. 10, #87–88). And that, she says, runs afoul of 28 U.S.C. § 1441(b)(2) (the
forum defendant rule), which prohibits removal “if any of the parties in interest properly
joined and served as defendants is a citizen of the State in which such action is brought.” (Id.
at #87). But because the Court agrees that it lacks subject-matter jurisdiction, it doesn’t
matter whether INEOS’s removal was procedurally proper or not. The Court, therefore, need
not (and does not) reach this alternative “snap removal” argument.
Rather, Offill and Defendants disagree about whether the parties are completely
diverse—that is, whether “no plaintiff is a citizen of the same state as any defendant.”
V & M Star, LP v. Centimark Corp., 596 F.3d 354, 355 (6th Cir. 2010). But even on

that front, the parties substantially agree.3 As a result, the dispute before the Court
turns on only Central Railroad’s citizenship, and specifically, Central Railroad’s
principal place of business.
A corporation, like Central Railroad, is a citizen of both (1) the state in which
it is incorporated and (2) the state where is has its principal place of business. 28
U.S.C. § 1332(c)(1). Everyone agrees that Central Railroad is incorporated in Indiana.
(Doc. 2, #48; Doc. 24, #165; Doc. 25, #190). But the location of Central Railroad’s

principal place of business has proven more elusive.
A corporation’s principal place of business is located wherever its “officers
direct, control, and coordinate the corporation’s activities”—what the Supreme Court
calls the corporation’s “nerve center.” Hertz Corp. v. Friend, 559 U.S. 77, 92–93
(2010). Usually (and perhaps unsurprisingly), that nerve center is the corporation’s
headquarters. Id. at 93. But not always. See id. Sometimes the nerve center is trickier

to discern, such as when a corporation “divide[s] its command and coordinating
functions among officers who work at several different locations.” Id. at 95–96. And

3 The parties seemingly agree that: (1) Offill is a citizen of Ohio; (2) the INEOS Defendants,
which are LLCs, are citizens of Delaware, Germany, England, and Wales; and (3) Genesee is
a citizen of Delaware and Florida. (Doc. 2, #47–49; Doc. 24, #168 (“Offill does not challenge
this fact, or raise any suggestion that INEOS shares citizenship with the named Plaintiff or
any class putative member.”); Doc. 25, #187, 190 n.1 (“Plaintiff does not dispute, and thus
concedes, that … the INEOS defendants and GRSI are diverse.”)). So, again, the parties’
disagreement centers only on Central Railroad’s citizenship.
sometimes anomalous results may arise. For example, if most of a corporation’s
visible business activities take place in one state, but the commanding officers direct
its activities in another state, the principal place of business is where the

commanding officers are located. Id. at 96. Conversely, though, a location that is
merely “a mail drop box” or “a bare office with a computer” is not a corporation’s nerve
center. Id. at 97. And importantly, it is Defendants—as the parties asserting diversity
jurisdiction—that hold the burden of persuasion and must offer “competent proof” of
Central Railroad’s principal place of business. Id. at 96–97.
Defendants say that Central Railroad’s principal place of business is in New
York. Why? Because Ovitt is “the boss” who “make[s] all final decisions on behalf of

[Central Railroad] other than those that [he] delegate[s]” to Stussie and Keffer from
an office in Rochester. (Doc. 33, #303; Doc. 36, #555–60; Doc. 37, #568–71). Offill
disagrees. She classifies Ovitt as a mere overseer with most of Central Railroad’s
actual decision-making authority falling to Stussie, Keffer, and Hollingsworth. (Doc.
35, #547–48). And she highlights that Central Railroad is its own company—one that
the parent holding company (GWI) holds out as headquartered in Cincinnati, Ohio.

(Id. at #548–49); see also Central Railroad of Indiana (CIND) Overview, Genesee &
Wyoming Inc., https://perma.cc/GRZ6-HVDU (GWI website listing “Railroad
Headquarters” for Central Railroad as 2856 Cypress Way, Cincinnati, Ohio, 45212).
At day’s end, the Court agrees with Offill.
To start, Central Railroad’s President, Brian Stussie, testified that the
company is headquartered in Cincinnati, Ohio. (Doc. 34, #453). That alone could
perhaps end the inquiry. Hertz explained that a corporation’s “‘nerve center’ will
typically be found at [its] headquarters.” 559 U.S. at 81. True, typically is not always.
But, based on the record, this situation falls on the typical side of things. From

Cincinnati, Keffer directs Central Railroad’s activities “from a monthly perspective,”
and Stussie coordinates operations with an annual perspective in mind. (Doc. 34,
#450). As Stussie put it, “[t]he headquarters at Cypress Way [in Cincinnati] is where
our operating plans are formed and implemented.” (Id. at #501). And in terms of
developing corporate strategy, Stussie and Keffer make up the front line. They
formulate Central Railroad’s capital plan and develop its budget. (See Doc. 33, #346).
Admittedly, they then elevate their proposals to Ovitt for approval, who in turn

elevates his intermediate approval to Michael Miller (GWI’s CEO) for final approval.
(Id. at #346–47; Doc. 34, #467). But, as further discussed below, that is often the way
of the world for subsidiary companies collected under a holding company’s umbrella—
the subsidiary company’s day-to-day operations are handled by the team on the
ground, while overarching strategic decisions that may impact other entities in the
shared governance structure require approval from individuals within other teams.

In terms of controlling the Central Railroad-specific strategy and operations—
scheduling train crews, handling customers’ needs, coordinating track maintenance,
hiring most employees, and executing strategic and capital plans—that all happens
in Ohio. (See Doc. 34, #440–42, 483). And as one more straw on an already heavily
laden camel’s back, any Central Railroad mail that GRSI’s Rochester office receives
is “scanned and e-mailed” to Stussie in Cincinnati. (Id. at #461–62). In short, Central
Railroad’s Cincinnati office is “not simply an office where the corporation holds its
board meetings.” Hertz, 559 U.S. at 93. Rather, all available evidence points to
Cincinnati as the “actual center” of Central Railroad’s “direction, control, and

coordination.” Id.
Nor is that surprising. The Supreme Court’s nerve-center doctrine relating to
a company’s principal place of business arose largely against the backdrop of multi-
site corporations. See Hertz, 559 U.S. at 89–92. A vertically integrated supplier, for
example, may have factories in multiple states, with warehouse centers located
elsewhere, and distribution sites in yet more states. Deciding which one among the
many states had a “principal” corporate presence proved challenging for courts, which

variously pointed to the state with the largest number of employees, amount of
revenues, or other corporate metrics as the key. See id. With that as the factual
context, emphasizing a “nerve center” makes sense—the location where principal
coordination of the activities at all those multiple sites occurs is treated as a corporate
“home” of sorts. But here, Central Railroad owns a single asset—a less-than-100-mile
stretch of railroad track in Indiana and Ohio—and it principally directs, controls, and

manages that asset from a single location, 2586 Cypress Way, Cincinnati, Ohio.
True, Ovitt, works out of a conference room in Rochester, New York, a few days
a month, and he admittedly holds something of a veto power over certain things:
capital plans, (Doc. 33, #331–32); hiring decisions that exceed Central Railroad’s
budget, (id. at #351); above-budget expenditures, (id. at #336); legal settlements, (id.);
and other overarching corporate policies that GRSI develops for application across all
of its subsidiary railroads, (id.). But that does not suffice to crown Rochester as
Central Railroad’s nerve center. Two reasons explain why.
To start, Ovitt estimates that he devotes only two percent of his time to Central

Railroad. (Id. at #313–14). And that estimate makes sense, as Central Railroad is
merely one of forty regional railroads in Ovitt’s oversight portfolio. (See id.). But Ovitt
making the ultimate decision on limited matters for Central Railroad (as he does for
the thirty-nine other railroads) does not render him the “nerve center” for “directing,
controlling, and coordinating” Central Railroad’s overall activities. To the contrary,
in delegating the bulk of the direction, control, and coordination of Central Railroad’s
operations to Stussie and Keffer, (Doc. 33, #303, 336, 362; Doc. 34, #450), Ovitt

“effectively transplanted” Central Railroad’s nerve center to Cincinnati. Brewer v.
SmithKline Beacham Corp., 774 F. Supp. 2d 720, 729–30 (E.D. Pa. 2011). After all,
Hertz says that it is those things—direction, control, and coordination—that matter
when it comes to determining a corporation’s principal place of business. 559 U.S. at
92–93. Remember, the key here is where Central Railroad’s “brain” resides. See id.
at 95. And it would be a sad state of affairs if Central Railroad’s “brain” operated only

two percent of the time.
Plus, even if the Court were to conclude that Ovitt is the be-all, end-all when
it comes to Central Railroad, it still wouldn’t follow that Rochester, New York, is
Central Railroad’s principal place of business. Ovitt spends approximately ten
business days each month traveling. (Doc. 33, #329–30). The days he’s not traveling,
Ovitt works from either his home in Vermont or from a visitor’s office in the Rochester
building. (Id.). Why, then, is Rochester (where he doesn’t have an established office),
as opposed to Vermont (or some other office from which he also sometimes works),
Central Railroad’s principal place of business? The Court is unsure, and Defendants

offer no explanation other than highlighting that two additional Central Railroad
officers—the treasurer and vice president, whose actual job functions they barely
describe—work out of the Rochester office. (Doc. 36, #558 n.3; Doc. 37, #565–66).
Beyond the issue of Ovitt’s nomadic work habits, another point bears mention:
Central Railroad is a distinct corporate entity from GRSI. (Doc. 34, #430; see also Doc.
33, #356–58). And separately incorporated entities are “considered to have [their] own
principal place[s] of business.” See Schwartz v. Elec. Data Sys., Inc., 913 F.2d 279,

283 (6th Cir. 1990) (quotation omitted). Here, the Court’s sole job is to determine
Central Railroad’s principal place of business, not GRSI’s, nor that of the many other
subsidiary companies in the GWI portfolio. See id. (explaining that “jurisdiction over
[a] subsidiary is determined by that corporation’s citizenship, not the citizenship of
the parent”); see also Taber Partners, I v. Merit Builders, Inc., 987 F.2d 57, 62–63 (1st
Cir. 1993) (highlighting that the principal place of business inquiry “must focus solely

on … the corporation whose principal place of business is at issue”).
Homing in on Central Railroad’s activities, as opposed to GRSI’s, reaffirms that
Cincinnati wins the corporate brain game. Recall that Central Railroad’s and GRSI’s
(its sister corporation) relationship is based on GRSI “provid[ing] business,
operational, and administrative support services” to Central Railroad through an
agreement. (Doc. 37-1, #577; see also Doc. 33, #301, 319). Granted, within that
agreement, it is not crystal clear where GRSI ends, and Central Railroad begins. And
compounding the confusion, Ovitt and Stussie each have corporate roles at both GRSI
and Central Railroad. (Doc. 37-1, #576; Doc. 37-2, #592). But ultimately, the

companies’ interconnectedness doesn’t alter Central Railroad’s principal place of
business. For example, in the somewhat analogous parent-subsidiary context, even if
a parent corporation “exerts a high degree of control through ownership or otherwise”
over the subsidiary, and “even if the separateness is perhaps only formal, the
subsidiary’s place of business is controlling for diversity purposes if the corporate
separation is real and carefully maintained.” Schwartz, 913 F.2d at 283 (quotation
omitted). The Court sees no reason (and Defendants provide no reason) why that logic

does not extend also to a subsidiary-subsidiary relationship. So long as there are two
truly distinct corporations, the Court must respect the separate existence of each.
Here, so far as the Court can tell, Central Railroad and GRSI have maintained
separateness, despite having overlapping employees. Central Railroad, for example,
assumes responsibility for its own contracts, fulfills its own financial obligations, and
has its own financial statements. (Doc. 33, #356–58). So, whatever GRSI’s nerve

center may be, that does not impact the Court’s analysis of Central Railroad. Yet
Defendants appear to point to decisions that Ovitt makes based on his authority as a
Senior VP at GRSI, not as an officer of Central Railroad, to support their argument.
(See, e.g., Doc. 36, #557–60). In other words, one could understand Ovitt’s decision-
making authority to fall closer in line with GRSI’s provision of support services,
rather than Central Railroad’s activities. His activities for GRSI, however, simply do
not carry the day.
The discussion in DeLuca v. Allstate New Jersey Ins. Co., No. 11-4129, 2011

WL 3794229 (D.N.J. Aug. 25, 2011), aptly illustrates the point. There, the court
determined that the subsidiary-defendant’s “location of day-to-day control and
coordination” was in New Jersey, not in Illinois where its parent company was
located. Id. at *5 (quotation omitted). And it highlighted, among other things, that
the subsidiary-defendant was “created and formed specifically to address New
Jersey’s unique insurance market” and that it “operate[d] almost exclusively in th[e]
state.” Id. So even though a board of directors potentially “ma[de] major decisions and

set[] policies” from Illinois, that did not alter the principal place of business. Id.
(quotation omitted). The same goes here. Central Railroad’s line uniquely services
Ohio and Indiana and operates in those two states. (Doc. 37-1, #578). Hollingsworth
handles day-to-day coordination, Keffer month-to-month, and Stussie year-to-year,
all from Ohio. (Doc. 34, #450). Ovitt’s retention of some approval and policy-making
power—which he (sometimes) exercises from a Rochester office in his capacity at

GRSI—does not overcome the other evidence pointing to Cincinnati as Central
Railroad’s principal place of business. If it did, “every independently incorporated, []
subsidiary which is part of a large conglomerate would be treated (for diversity
jurisdiction purposes) as a mere division of a large company rather than a separate
corporation.” EverNu Tech., LLC v. Rohm & Haas Co., No. 10-2635, 2010 WL
3419892, at *4 (E.D. Pa. Aug. 26, 2010) (quoting Topp v. CompAir Inc., 814 F.2d 830,
835 (1st Cir. 1987)).
Taken together, Defendants have not met their burden of persuading the Court

that Central Railroad’s (as opposed to GRSI’s) principal place of business is in New
York. And in light of the Court’s duty to resolve all doubts against removal, Mays v.
City of Flint, 871 F.3d 437, 442 (6th Cir. 2017), the Court concludes that Central
Railroad’s principal place of business is in Ohio.
Defendants resist the Court’s conclusion in three main ways. First, they argue
that Offill has duped the Court into eyeballing Central Railroad’s “general business
activities” to discern its principal place of business, thus contravening Hertz’s test.

(Doc. 36, #553–54; Doc. 37, #568–71). In fairness to Defendants, Hertz did dispense
with the “business activities” test courts had been using to find a corporation’s
principal place of business, replacing it instead with the nerve center test. 559 U.S.
at 90–95. Offill, however, has committed no such trickery.
Stussie and Keffer—two of Central Railroad’s officers—formulate preliminary
corporate strategy from Cincinnati, direct the company’s activities from Cincinnati,

and coordinate the company’s monthly and yearly objectives from Cincinnati. (Doc.
34, #450, 501). That satisfies the nerve center test. True, Central Railroad’s day-to-
day, general business activities also occur in Ohio. But that’s unsurprising given both
that its railroad is partially located there and that its employees are located there.
And in any event, a corporation’s nerve center and the location of its general business
activities aren’t mutually exclusive. See Elite Integrated Med., LLC v. New World
Commc’ns of Atlanta, Inc., No. 1:19-cv-5214, 2021 WL 1663444, at *8 (N.D. Ga. Apr.
28, 2021) (“[When] the daily operations happen to occur at the same locale where
those operations are directed, controlled, and coordinated the operations facility and

the nerve center collide.” (cleaned up)). Besides, to determine Central Railroad’s
nerve center, the Court “must assess what type of business activities are being
controlled, coordinated and directed.” Id. In that sense, Offill properly points to
Hollingsworth—who is Central Railroad’s Trainmaster, but not an officer, (Doc. 34,
#449)—as relevant to that inquiry. Hollingsworth handles day-to-day matters like
which trains to use, crew scheduling, and customer prioritization. (Id. at #450). While
the location of those business activities may not matter for the nerve center

determination in a direct sense, Stussie’s and Keffer’s (and to some extent Payne’s)
direction, control, and coordination of those activities from Cincinnati does.
Next, Defendants urge the Court to read Hertz as imposing an “ultimate
decisionmaker” test and to find that Ovitt fills that role for Central Railroad. (Doc.
36, #555–58; Doc. 37, #571–72). Again, Defendants’ reasoning falls short. Ovitt is the
ultimate decision-maker for only some of Central Railroad’s activities. (See, e.g., Doc.

33, #337–38, 351, 353). And even then, Ovitt must sometimes elevate his own
approval to GWI’s CEO, Miller, for final approval. (See, e.g., Doc. 33, #337, 346–47).
Given that the buck seemingly stops with Stussie and Keffer on some matters, Ovitt
on others, and Miller on yet others, the Court cannot conclude that it’s Ovitt who
deserves the ultimate decision-maker title.
Beyond that, the cases Defendants cite in support of such a rule are
unpersuasive. Take Hoschar v. Appalachian Power Co., 739 F.3d 163 (4th Cir. 2014),
for example. Defendants rely on its statement that “ultimate control is actual control,

provided that ultimate control amounts to directing, controlling, and coordinating the
corporation’s activities.” Hoschar, 739 F.3d at 173. No doubt that is true. Defendants’
problem, though, is that Ovitt spending two percent of his time rubber stamping
decisions that Stussie and Keffer formulated hardly amounts to complete direction,
control, and coordination of Central Railroad. He plays a role, to be sure. But not
enough of a boots-on-the-ground role to place Central Railroad’s principal place of
business in New York.

Nor do the other cases they cite offer them much help. Stussie is not like the
president in Tour Strategy LLC v. Star-Telegram, Inc., whose every decision was
“subject to review, reversal, and modification” by others. See No. 4:18-cv-74, 2018 WL
1796555, at *3 (N.D. Tex. Apr. 16, 2018). To the contrary, Stussie has authority to
make several decisions on Central Railroad’s behalf without Ovitt’s approval or
oversight. As for Pegasus Industries, Inc. v. Martinrea Heavy Stampings, Inc., “no []

officers or directors reside[d] in or work[ed]” in the subsidiary’s Kentucky plant,
which was instead simply where employees manufactured products. No. 3:16-cv-24,
2016 WL 3043143, at *3 (E.D. Ky. May 27, 2016). The officers themselves were located
at the parent corporation’s headquarters in Ontario, Canada, which the court thus
concluded was the principal place of business. Id. at *2–3. But things are far different
here. Stussie and Keffer—both of whom are Central Railroad officers—work from
Cincinnati and direct much of the corporation’s activities from there. That leaves
Bauer Foundation Corp. v. IMI Tennessee, Inc., No. 3:19-cv-849, 2019 WL 6273253
(M.D. Tenn. Nov. 25, 2019). There, a non-officer divisional president’s affidavit

stating that the subsidiary’s operations were controlled from its parent’s
headquarters “just barely clear[ed] the bar” to place the subsidiary’s nerve center at
its parent’s headquarters. Id. at *6. Again, that doesn’t help Defendants. At the risk
of undue repetition, Stussie and Keffer are Central Railroad officers who control
much of its operations from its headquarters in Cincinnati without Ovitt’s oversight.
Finally, Defendants attempt to blur the lines between Central Railroad and
GRSI, arguing that regardless of corporate formalities, Ovitt directs and controls

Central Railroad from Rochester. (Doc. 36, #559–60). According to Defendants,
Ovitt’s, Stussie’s, and Keffer’s Central Railroad corporate officer titles—Senior VP,
President, and VP, respectively—are purely nominal. (Doc. 37, #566–67 (“[Central
Railroad] corporate officer titles are not hierarchical and do not reflect a reporting
structure or ultimate authority.”)). Rather, it’s their human resource titles—GRSI
Senior VP, GRSI Divisional VP, and Central Railroad General Manager,

respectively—that matter. (See id.). At the outset, Court finds it difficult to flat out
ignore Stussie’s and Keffer’s Central Railroad titles in favor of their human resources
titles, when the relevant question is where Central Railroad’s officers direct, control,
and coordinate the corporation. At any rate, even accepting that arrangement as true,
Ovitt delegated away most of his Central Railroad decision-making authority to
Stussie and Keffer. And as the Court noted, in doing so, he transplanted the nerve
center from Rochester (if it was ever there) to Central Railroad’s headquarters in
Ohio.
The Supreme Court recognized that the “nerve center” test would lead to “hard

cases” and that “counterintuitive results” might arise. Hertz, 559 U.S. at 95–96.
Perhaps this is one of those instances. But that doesn’t relieve the Court of its
obligation to look for the “center” of Central Railroad’s “overall direction, control, and
coordination.” Id. at 96. Based on the evidence before it, the Court concludes that
Central Railroad’s principal place of business is Ohio for diversity jurisdiction
purposes. And since Offill is also an Ohio citizen, the Court lacks diversity jurisdiction
over this matter. See 28 U.S.C. § 1332(a).

B. The Court Also Lacks Jurisdiction under CAFA Because its Local
Controversy Exception Applies.
That leaves CAFA. According to Defendants, CAFA supports removal even if
diversity jurisdiction doesn’t. (See Doc. 1, #1). Offill counters that CAFA won’t work
because its local controversy exception applies, which means the Court doesn’t have
subject-matter jurisdiction. (Doc. 10, #89–92). Again, Offill is right.
CAFA jurisdiction exists when (1) the plaintiff seeks relief on behalf of a class
that encompasses at least 100 members; (2) the amount in controversy exceeds
$5,000,000, exclusive of interest and costs; (3) minimal diversity exists between the

parties; and (4) the action does not fall within one of the enumerated exceptions. 28
U.S.C. § 1332(d); Standard Fire Ins. Co. v. Knowles, 568 U.S. 588, 592 (2013). One of
those exceptions is the local controversy exception. 28 U.S.C. § 1332(d)(4). No one
disputes that the first three elements are present. So it all comes down to whether
the local controversy exception applies.
Under that exception, the Court must decline to exercise jurisdiction if: (1) over

two-thirds of the putative class members are citizens of the original state of filing;
(2) the plaintiff seeks “significant relief” from at least one defendant “whose alleged
conduct forms a significant basis for the claims asserted” and who is a citizen of the
original state of filing; (3) the putative class members incurred their “principal
injuries” in the original state of filing; and (4) no other similar class actions were filed
within three years of the instant class action. 28 U.S.C. § 1332(d)(4)(A).
But importantly, the burden of proof for the analysis here is different from the

one that applied in resolving diversity jurisdiction. Here, Offill, as the party seeking
to remand under a CAFA exception, is the one who must “establish[] each element of
the exception by a preponderance of the evidence.” Mason v. Lockwood, Andrews &
Newnam, P.C., 842 F.3d 383, 388–89 (6th Cir. 2016). And unlike before, where the
Court was to resolve doubts against removal, “no antiremoval presumption attends
cases invoking CAFA.” Dart Cherokee Basin Operating Co., LLC v. Owens, 574 U.S.

81, 89 (2014).
In arguing that the local controversy exception does not apply, Defendants
attack only the second element, (Doc. 24, #175–78; Doc. 25, #194–98), which itself has
three parts: significant relief, significant basis, and home-state defendant. The Court
therefore analyzes each in reverse order.
Start with whether there’s a home-state defendant. As explained above, there
is. Central Railroad’s principal place of business is in Ohio, making it an Ohio citizen
for jurisdictional purposes. Offill, therefore, met her burden here.

Turn to whether Central Railroad’s alleged conduct forms a significant basis
for Offill’s claims. To determine the magnitude of Central Railroad’s role in this
controversy, the Court must compare its alleged conduct to the other Defendants’
alleged conduct. Mason, 842 F.3d at 395–96. Then, if Central Railroad’s alleged
conduct is an “important ground” for Offill’s claims and forms a “significant part” of
the overarching allegations, Offill has satisfied the “significant basis” provision. Id.
at 396 (quotation omitted).

But what must a plaintiff allege to show that a defendant’s conduct is an
“important ground” for her claims? Circuits are split. Some require the relevant
“complaint [to] distinguish[] the conduct of [the local defendant] from the conduct of
the other defendants” before the local defendant’s conduct may count as an important
ground of the plaintiff’s claims. See, e.g., Kitchin v. Bridgeton Landfill, LLC, 3 F.4th
1089, 1095 (8th Cir. 2021) (quotation omitted); Opelousas Gen. Hosp. Auth. v. FairPay

Sols., Inc., 655 F.3d 358, 362–63 (5th Cir. 2011). In other circuits, though, even where
the local and non-local “defendants are alleged to have engaged in identical conduct
forming the basis for all of plaintiffs’ claims,” the local defendant’s conduct may yet
qualify as an important ground. See, e.g., Kress Stores of P.R., Inc. v. Wal-Mart P.R.,
Inc., 121 F.4th 228, 241–42 (1st Cir. 2024); Coleman v. Estes Express Lines, Inc., 631
F.3d 1010, 1020 (9th Cir. 2011). The Sixth Circuit hasn’t specified which test applies,
though it has implied that the latter does. See Mason, 842 F.3d at 395–96 (finding
that a local subsidiary company’s conduct formed a “significant basis” of the claims
even where the complaint’s allegations conflated the subsidiary’s and the non-local

parent company’s role in the dispute); id. at 399–400 (Kethledge, J., dissenting)
(explaining that the complaint, after naming the two related defendants separately,
“proceed[ed] to define both [] entities collectively”). Based on the Court’s best reading
of the available tea leaves, the Court will thus apply the latter test here.
After making the requisite comparison, the Court concludes that Offill has met
her burden. The Complaint alleges that styrene leaked from a tanker car parked at a
railyard that “Central Railroad and/or [GRSI]” owned. (Doc. 2, #49). And it alleges

that INEOS “produced or owned the styrene in question, leased the Tanker Car that
transported it, and made arrangements for its transportation.” (Id.). Offill, in turn,
asserts various negligence claims based on Defendants “negligently manufacturing,
transporting, maintaining, stabilizing, monitoring, overseeing, inspecting and/or
controlling the rail line upon which the leaking Tanker Car was located.” (Id. at #54
(emphasis added)). She further asserts various nuisance claims based on Defendants

“allowing styrene to escape into the open air.” (Id. at #55, 57).
The gravamen of Offill’s action, in other words, is Defendants’ collective
negligence in preventing the styrene leak. And since she “target[s]” both INEOS’s
alleged handling of the tanker car and Central Railroad’s and GRSI’s alleged
maintenance and monitoring of the rail line, see Adams v. 3M Co., 65 F.4th 802, 806
(6th Cir. 2023), Central Railroad’s alleged role in the styrene leak is an equally
important ground for her claims as GRSI’s or INEOS’s, see Mason, 842 F.3d at 395–
96. Beyond that, Offill asserts all eight of her claims against Central Railroad. See
Fernandes v. D.R. Horton, Inc., No. 2:24-cv-3928, 2025 WL 1008079, at *8–9 (D.S.C.

Apr. 4, 2025) (weighing the “implicat[ion]” of the home-state defendants “in every
cause of action pleaded by the plaintiffs” in favor of finding a significant basis). In
sum, the Court is satisfied that Offill met her burden in showing by a preponderance
that Central Railroad’s alleged conduct formed a significant basis for the action.
Finally, consider whether Offill seeks significant relief from Central Railroad.
The Sixth Circuit hasn’t yet laid out a test for this provision either. But other circuits
have. The Fifth Circuit, for example, decided that “[a]ll that matters is what the

plaintiffs seek in damages.” Louisiana, ex rel. Div. of Admin. v. I3 Verticals Inc., 81
F.4th 483, 493 (5th Cir. 2023). If they seek “significant relief from an in-state
defendant, then they satisfy the prong.” Id. Offill does just that. She seeks damages
from Defendants jointly and severally. See Coffey v. Freeport McMoran Copper &
Gold, 581 F.3d 1240, 1244–45 (10th Cir. 2009) (affirming the district court’s
determination on the significant relief provision); see also Fernandes, 2025 WL

1008079, at *10 (collecting cases where courts relied on the complaint seeking joint
and several liability to find the significant relief provision met). Said differently,
“every potential plaintiff is entitled to recover from [Central Railroad],” which
renders the relief significant. Powell v. Tosh, No. 5:09-cv-121, 2009 WL 3484064, at
*5 (W.D. Ky. Oct. 22, 2009) (quoting Coffey, 581 F.3d at 1244). Offill, thus met her
burden on all three parts of CAFA’s second element.
Attempting to deflect CAFA’s local controversy exception, Defendants offer
three counterarguments. None persuade.
As for the significant basis provision, Central Railroad and GRSI argue that

Offill has not sufficiently compared Central Railroad’s conduct to that of the other
Defendants. (Doc. 25, #195–98). True, the Complaint could have perhaps more
precisely delineated each Defendant’s alleged role in the styrene leak. But, as noted,
the Sixth Circuit has at least suggested that such a defendant-by-defendant
allocation of responsibility is not a prerequisite to establishing that a given
defendant’s conduct forms a significant basis for the plaintiff’s claims. See Mason,
842 F.3d at 395–96. And in any event, while the Complaint’s allegations err on the

general side, the Complaint does sufficiently compare Defendants’ alleged conduct.
Start with Central Railroad versus INEOS. Offill bases her claims as much on
INEOS’s alleged misconduct concerning the tanker car as on Central Railroad’s and
GRSI’s alleged misconduct concerning the rail line. In other words, Central Railroad
has “offered no reason for thinking” its potential liability would somehow merely be
derivative of INEOS’s (i.e., insignificant). See Adams, 65 F.4th at 806 (raising the

opposite concern). So the allegations against INEOS do not stand in the way of finding
that Central Railroad’s conduct was a “significant basis” for the claims.
The distinction between Central Railroad and GRSI, on the other hand, is
admittedly a closer call. The Complaint equivocates about which one owns the
railyard at issue. (See Doc. 2, #49). But given Central Railroad’s concession that it
operates the relevant rail line, (see, e.g., Doc. 37, #564), the Court finds that
equivocation insignificant. Offill’s negligence claims, for example, center on
Defendants negligently maintaining and controlling the rail line on which the leaky
tanker car sat. If it is Central Railroad, not GRSI, that in fact operates that rail line,

it’s hard to see how Central Railroad (who presumably holds a duty of care as
operator) somehow played a less significant role than GRSI in connection with that
operational conduct. To the contrary, the natural conclusion would be that GRSI is
the less significant party as between the two.
Central Railroad and GRSIs’ second counterargument protests the significant
relief provision. They again argue that Offill hasn’t shown that the relief she seeks
from Central Railroad is “comparative[ly] significan[t] relative to the relief” she seeks

from other Defendants. (Doc. 25, #198 (quotation omitted)). But for the reasons
already explained, she has. The Complaint, by directing each cause of action at
Central Railroad, suggests that the relief Offill seeks from Central Railroad is just as
significant as the relief she seeks from any other Defendant. (See Doc. 2, #53–60).
That leaves the third counterargument. INEOS mounts a more generalized
attack, complaining that this action isn’t a “‘truly local’ controversy.” (Doc. 24, #177–

78). According to INEOS, the tanker car travelled in interstate commerce from Texas
to Ohio. (Id. at #177). And that apparently means this case does not involve a local
controversy because the case could involve federal environmental or transportation
regulations. (Id. at #178). Though the Court is mindful that CAFA seeks to ensure
federal court consideration of cases that “will have long-lasting implications for
interstate commerce” and will have effects “far beyond” the relevant region,
Davenport v. Lockwood, Andrews & Newnam, Inc., 854 F.3d 905, 910 (6th Cir. 2017),
this is not one of those cases.
Offill alleges that a tanker car parked in Whitewater Township, Ohio, leaked

styrene gas into the air, causing local officials to evacuate thousands of individuals
located within a one-half mile radius. (Doc. 2, #47–51). And she claims those local
Ohio residents suffered negative health consequences and lost wages as a result. (Id.
at #50–51). Those allegations smack of a localized controversy. So even if federal
regulations play some role in this case, as INEOS suggests they might, the Court
cannot agree that they’ll play such a significant role as to transform this case into one
having “long-lasting” interstate commerce implications or far-reaching effects. This

is not a case, for example, where Defendants allegedly marketed and sold defective
products throughout the country. See, e.g., Winn v. Mondelez Int’l, Inc., No. 17-cv-
2524, 2018 WL 3151774, at *5 (N.D. Cal. June 28, 2018). As the Court sees it, this is
a “a truly local controversy—a controversy that uniquely affects a particular locality
to the exclusion of all others.” Quicken Loans Inc. v. Alig, 737 F.3d 960, 966 (4th Cir.
2013) (quotation omitted).

CONCLUSION
For the reasons explained, the Court GRANTS Offill’s Motion to Remand (Doc.
10) and REMANDS this action to the Court of Common Pleas for Hamilton County,
Ohio. Because the parties submitted supplemental briefing on Central Railroad’s
citizenship, the Court further DENIES Central Railroad’s Motion for Leave to File
Sur-Reply in Opposition to Plaintiff’s Motion to Remand (Doc. 28) AS MOOT.
Finally, the Court INSTRUCTS the Clerk to enter judgment and TERMINATE this
matter on its docket.
SO ORDERED.

June 380, 2025
DATE DOUGLAS R. COLE
UNITED STATES DISTRICT JUDGE

29

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/11087108. Public record. Not legal advice.