Opinion

NOT FOR PUBLICATION

UNITED STATES DISTRICT COURT

DISTRICT OF NEW JERSEY

OCEAN PORT ENTERPRISES, INC.,

Plaintiff,

Civil Action No. 25-13901 (GC) (JBD)

v.

MEMORANDUM OPINION

FOX GLASS OF NEW JERSEY, INC.,

Defendant.

CASTNER, District Judge

THIS MATTER comes before the Court upon Plaintiff Ocean Port Enterprises, Inc.’s

Motion to Remand this case to the Superior Court of New Jersey, Mercer County. (ECF No. 6.)

Defendant Fox Glass of New Jersey, Inc., opposed, and Ocean Port replied. (ECF Nos. 10 & 15.)

The Court has carefully reviewed the parties’ submissions and decides the matter without oral

argument pursuant to Federal Rule of Civil Procedure (Rule) 78(b) and Local Civil Rule 78.1(b).

For the reasons set forth below, and other good cause shown, Plaintiff’s Motion to Remand is

DENIED.

I. BACKGROUND

This matter concerns an alleged breach of contract, and this Motion to Remand turns on

whether the Court has diversity jurisdiction over the parties. Accordingly, the Court will provide

only the background information necessary to resolve the instant matter.

A. The Parties

Plaintiff Ocean Port, a Pennsylvania corporation, is the owner of real property located at 2

Pearl Street in Trenton, New Jersey, and Ocean Port’s only purpose is to hold and manage that

property. (ECF No. 2 at 9; ECF No. 6-1 at 9; ECF No. 10-1 at 5; ECF No. 10-3 at 3.)1 The property

consists of a warehouse and other smaller units. (ECF No. 2 at 9.)

During all relevant times, Ocean Port used the Pennsylvania address of its president and

50% shareholder, Dean Manutti, as its corporate mailing address. (ECF No. 2 at 2; ECF No. 6-1

at 5; ECF No. 6-2 at 1.) Richard Kohler owned the remaining 50% until his death in April 2025,

at which point that 50% ownership interest passed to his estate. (ECF No. 10-3 at 2.) Because

Ocean Port’s property is in New Jersey, it pays New Jersey property taxes, but Ocean Port lists its

corporate address as 1933 Berrel Court in Yardley, Pennsylvania in those New Jersey tax records.

(ECF No. 10-1 at 67.) In addition to New Jersey property taxes, Ocean Port pays Pennsylvania

state income taxes, and the address used to file those taxes is also 1933 Berrel Court. (Id. at 72.)

Tina Kohler, the widow of Richard Kohler and the personal representative of his estate, certifies

that to the best of her knowledge, when her husband was alive and until the present, Manutti “took

day-to-day responsibility for Ocean Port’s routine activities” from “Manutti’s home in

Pennsylvania.” (ECF No. 10-3 at 3.) Manutti, by contrast, certifies that he “conduct[s] the

business of Ocean Port at the [New Jersey property.]” (ECF No. 6-2 at 1.) But Manutti receives

“rent payments, bills, and other important mail” at his personal residence in Pennsylvania. (Id.)2

Defendant Fox Glass is a corporation organized under the laws of New Jersey with its

principal place of business in Trenton. (ECF No. 2 at 2, 9.) Like for Ocean Port, Richard Kohler

and Manutti were also the two key principals at Fox Glass. Until Richard Kohler’s death in April

1 Page numbers for record cites (i.e., “ECF Nos.”) refer to the page numbers stamped by the

Court’s e-filing system and not the internal pagination of the parties.

2 The record is not clear about whether Dean Manutti’s personal residence is located at (1)

1933 Berrel Court, (2) the Pennsylvania address listed in Ocean Port’s Articles of Incorporation,

or (3) a different Pennsylvania address.

2025, Manutti was the minority shareholder of Fox Glass and Richard Kohler was the majority

shareholder and president. (ECF No. 2 at 3; ECF No. 10-3 at 9.) Following Richard Kohler’s

death, Manutti retained his minority ownership in Fox Glass and the majority ownership passed to

Richard Kohler’s estate. (ECF No. 6-2 at 1; ECF No. 10-3 at 1.) As of at least June 2025, Tina

Kohler has served as president of Fox Glass. (ECF No. 2 at 3.)

B. Factual and Procedural Background

On November 1, 2023, Ocean Port alleges that the parties executed a Commercial Lease

Agreement under which Ocean Port leased the warehouse space to Fox Glass. (ECF No. 2 at 9.)

Under that Agreement, Ocean Port alleges that Fox Glass was required to make rent payments of

$13,500.00 per month from November 1, 2023 through October 31, 2024 and $14,540.00 from

November 1, 2024 through October 31, 2025. (Id. at 10.) Ocean Port alleges Fox Glass did not

pay rent in November 2023, December 2023, or from May 2024 onwards. (Id.) On March 14,

2025, Ocean Port filed a Complaint in the Superior Court of New Jersey, Mercer County, Docket

Number MER-L-00179-25. (Id. at 13.) Ocean Port brings claims for breach of contract and

restitution. (Id. at 10-11.)3

On July 29, 2025, Fox Glass filed a notice of removal. (ECF No. 1.) The next day, Fox

Glass filed an amended notice of removal. (ECF No. 2 at 1-7.) In that amended notice, Fox Glass

asserts that its president, Tina Kohler, did not receive a copy of the Complaint until June 30, 2025.

(Id. at 3.)4 Fox Glass contends that removal is proper because the Court has diversity jurisdiction:

3 Fox Glass argues that the Commercial Lease Agreement is a sham contract orchestrated by

Manutti without Richard Kohler’s consent, (ECF No. 10 at 9-10), but the Court will not address

the merits of the breach of contract dispute at this time.

4 Manutti certifies that, as a representative of Fox Glass, he received Ocean Port’s Complaint

by way of email on March 21, 2025. (ECF No. 6-2 at 1.) If March 21, 2025 were the date of

service, then Fox Glass’s July 30, 2025 amended notice of removal would be improper because

more than thirty days elapsed between service and removal. See 28 U.S.C. § 1446(b). However,

Ocean Port is a citizen of only Pennsylvania, Fox Glass is a citizen of only New Jersey, and the

amount in controversy exceeds $75,000. (Id. at 5.) On October 3, 2025, Ocean Port filed the

instant Motion to Remand, principally arguing that Manutti operates Ocean Port from the Trenton

property, so the Court does not have diversity jurisdiction because both corporations are citizens

of New Jersey. (ECF No. 6-1 at 7-10.)

In late October 2025, a Fox Glass employee, Joseph Salvaggio, inspected the New Jersey

property at Tina Kohler’s direction in order to investigate whether Manutti operated the business

from the Trenton property. (ECF No. 10-2 at 1.) Salvaggio made two visits—one on October 24

at 2:15 PM and one on October 27 at 6:30 AM. (Id.) Manutti was at the property during both

visits, but Salvaggio certified that he “did not see any indication that [Manutti] was working in any

office space within the [New Jersey property].” (Id. at 1-2.) During his first visit, Salvaggio took

photographs of the exterior which revealed that “the backdoor was padlocked, the windows were

boarded up, there were graffiti on the walls, and there was trash in the parking lot.” (Id. at 2; see

also id. at 9.) During both visits, Salvaggio took photographs of the interior, which “contained

exposed framing, unfished walls, exposed wiring, random materials, tools and debris scattered

throughout.” (Id. at 3; see also id. at 15-31.) Ocean Port asserts in its briefing, however, that

Manutti “has a desk and computer at the [New Jersey property] where Ocean Port’s electronic files

are stored[.]” (ECF No. 15 at 7.)

“service by email is not valid under . . . New Jersey Court Rules.” Stardust Recreation Ass’n v.

USA Mgmt. LLC, Civ. No. 22-4746, 2024 WL 4052991, at *3 (D.N.J. Sept. 5, 2024) (citing N.J.

Ct. R. 4:4-4). And “the thirty-day removal deadline is not triggered by mere receipt of the

complaint, but only by formal service.” Alicea v. Outback Steakhouse, Civ. No. 10-4702, 2011

WL 1675036, at *3 (D.N.J. May 3, 2011) (citing Murphy Bros., Inc. v. Michetti Pipe Stringing,

Inc., 526 U.S. 344, 344-48 (1999)), report and recommendation adopted, 2011 WL 2444235

(D.N.J. June 9, 2011). The earliest date on which Fox Glass could have been properly served was

on June 30, 2025, when Tina Kohler received a copy of the Complaint at her home in Florida.

(ECF No. 2 at 3.) Accordingly, Fox Glass timely removed this matter.

II. LEGAL STANDARD

A defendant may remove a case from state to federal court where “the district courts of the

United States have original jurisdiction.” Entrekin v. Fisher Sci. Inc., 146 F. Supp. 2d 594, 603

(D.N.J. 2001) (citing 28 U.S.C. § 1441(a)). Following the removal of a case, the plaintiff may

move to remand the case to state court. See Atl. Neurosurgical Specialists v. Anthem, Inc., Civ.

No. 21-20052, 2022 WL 3273952, at *1 (D.N.J. Aug. 11, 2022). When an action is removed to

federal court, the removing party maintains the burden of showing that the court has subject-matter

jurisdiction. See Samuel-Bassett v. KIA Motors Am., Inc., 357 F.3d 392, 396 (3d Cir. 2004). “The

[c]ourt must also strictly construe the removal statutes against removal and resolve any doubts in

favor of remand.” Entrekin, 146 F. Supp. 2d at 604; see also Boyer v. Snap-on Tools Corp., 913

F.2d 108, 111 (3d Cir. 1990) (“A district court must resolve all contested issues of substantive

fact . . . and . . . any uncertainties as to the current state of controlling substantive law in favor of

the plaintiff.”).

III. DISCUSSION

Ocean Port argues that its principal place of business is in New Jersey, so the Court lacks

diversity jurisdiction—given that Fox Glass is also a citizen of New Jersey—and must remand.

(ECF No. 6-1 at 7-10.) Fox Glass responds that remand is improper because Ocean Port is a citizen

of Pennsylvania and the Court therefore does have diversity jurisdiction. (ECF No. 10 at 23-25.)

In the alternative, Fox Glass requests the Court permit limited jurisdictional discovery. (Id. at 25-

27.)

“A civil action brought in state court may be removed by the defendant to federal district

court if the federal court would have had original jurisdiction over the claim.” Johnson v.

SmithKline Beecham Corp., 724 F.3d 337, 346 (3d Cir. 2013) (citing 28 U.S.C. § 1441(a)).

“‘Diversity of citizenship subject matter jurisdiction falls within the original jurisdiction of the

district court,’ pursuant to [28 U.S.C.] § 1332(a) . . . and thus ‘a state court case that implicates

diversity jurisdiction’ may generally be removed[.]” Id. (quoting Brown v. Francis, 75 F.3d 860,

865 (3d Cir. 1996)). “Jurisdiction under § 1332(a) requires ‘complete diversity,’ meaning that ‘no

plaintiff can be a citizen of the same state as any of the defendants.’” Id. (quoting Grand Union

Supermarkets of the V.I., Inc. v. H.E. Lockhart Mgmt., Inc., 316 F.3d 408, 410 (3d Cir. 2003)).

“Diversity of citizenship must have existed at the time the complaint was filed, and at the time of

removal, and the burden is on the removing party to establish federal jurisdiction.” Id. (citations

omitted).

“Section 1332(a) grants federal courts jurisdiction over civil actions between ‘citizens of

different [s]tates.’” Id. at 347 (citing 28 U.S.C. § 1332(a)(1)). “[I]t is well established that a

corporation is considered a ‘citizen’ for purposes of that provision.” Id. (citing Carden v. Arkoma

Assocs., 494 U.S. 185, 189 (1990)). “[A] corporation is a citizen of both its state of incorporation

and the state ‘where it has its principal place of business.’” Id. (citing 28 U.S.C. § 1332(c)(1)).

As the Supreme Court has held, “the phrase ‘principal place of business’ refers to the place where

the corporation’s high level officers direct, control, and coordinate the corporation’s activities.”

Hertz Corp. v. Friend, 559 U.S. 77, 80 (2010). This “nerve center” is typically found at a

corporation’s headquarters and is “a single place.” Id. at 81, 93. However, to be the “nerve center,”

that place must “actually [be] its center of direction, ‘not simply an office where the corporation

holds its board meetings,’ or ‘a bare office with a computer.’” Johnson, 724 F.3d at 347 (quoting

Hertz, 559 U.S. at 93, 97). Nor does “[t]he ‘nerve center’ test . . . depend on what address a

company lists when filing government forms or what address the company provides to members

of the public.” Aizen v. Am. Healthcare Admin. Servs., Civ. No. 18-15195, 2019 WL 4686811, at

*7 (D.N.J. Sept. 26, 2019). Instead, the inquiry focuses on the place where a corporation’s “top

officers . . . direct activities[.]” Pierre v. Otsuka Am. Pharms., Civ. No. 23-21848, 2024 WL

1704847, at *4 (D.N.J. Apr. 19, 2024) (citing Hertz, 559 U.S. at 96).

However, “[d]istrict courts have the authority to allow discovery in order to determine

whether subject-matter jurisdiction exists.” Lincoln Ben. Life Co. v. AEI Life, LLC, 800 F.3d 99,

108 (3d Cir. 2015). But “only those [parties] who have provided some basis to believe jurisdiction

exists are entitled to discovery on that issue.” Id. “The corollary of this principle is that a [party]

need not allege an airtight case before obtaining discovery.” Id. While Lincoln was decided in the

context of a motion to dismiss, “the same logic . . . applies to remand decisions.” Mithril GP Emp.

Feeder LLC v. McKellar, Civ. No. 19-2144, 2020 WL 3206555, at *1 (D. Del. June 15, 2020)

(granting the defendant’s request for jurisdictional discovery to determine whether the court had

diversity jurisdiction) (citing Papp v. Fore-Kast Sales Co., 842 F.3d 805, 811 (3d Cir. 2016)); see

also Roche v. Aetna Health Inc., Civ. No. 13-3933, 2014 WL 1309963, at *2 (granting request for

jurisdictional discovery in context of motion to remand); La Stella v. Aquion, Inc., Civ. No. 19-

10082, 2020 WL 3489528, at *1 (D.N.J. June 26, 2020) (describing procedural history in which

court order denied motion to remand without prejudice and ordered limited jurisdictional discovery

to determine whether amount in controversy requirement was satisfied for Class Action Fairness

Act jurisdiction). Jurisdictional discovery is particularly appropriate when there is “an imbalance

in access to information.” Rocke v. Pebble Beach Co., 541 F. App’x 208, 213 (3d Cir. 2013)

(finding district court abused discretion in denying jurisdictional discovery).

Here, the Court finds limited jurisdictional discovery is appropriate. The dispute boils

down to where Ocean Port’s executives “direct[ed], control[ed], and coordinate[d]” Ocean Port’s

activities. Hertz Corp. 559 U.S. at 80. And because “[d]iversity of citizenship must have existed

at the time the complaint was filed, and at the time of removal,” Johnson, 724 F.3d at 346, the

relevant timeframe is between March 14, 2025 (the date Ocean Port filed the state court Complaint)

and July 30, 2025 (the date Fox Glass filed the amended notice of removal). (See ECF No. 2 at 1-

7, 13.) The parties do not dispute that the executive controlling Ocean Port’s activities was

Manutti. (ECF No. 6-1 at 9; ECF No. 10 at 24.) However, the parties offer competing evidence

for where Manutti conducted the business activities of Ocean Port. Some of the evidence is of less

importance. For example, Fox Glass submits that Ocean Port used Manutti’s home address as its

mailing address and lists a Pennsylvania address in both its New Jersey and Pennsylvania tax

forms. (ECF No. 10-1 at 67, 72.) But the “nerve center” test does not “depend on what address

a company lists when filing government forms or what address the company provides to members

of the public.” Aizen, 2019 WL 4686811, at *7. And while Manutti concedes that he receives

“rent payments, bills, and other important mail” in Pennsylvania, (ECF No. 6-2 at 1), this fact does

not necessarily mean he directs Ocean Port’s activities from the same address.

Fox Glass’s site visits also create ambiguity. On the one hand, the New Jersey property

was largely boarded up and barren, (ECF No. 10-2 at 1-3, 9, 15-31), suggesting it is implausible

that Manutti controlled the company from that location. On the other hand, Manutti was at the

property during both—apparently unannounced—site visits, and one of those visits occurred at

6:30 AM. (Id. at 1-3.) It may be that Manutti conducts Ocean Port’s business in Trenton, New

Jersey, but the current record does not answer that question definitively. Further, Ocean Port

asserts that Manutti uses a “desk and computer” at the property to conduct the company’s business.

(ECF No. 15 at 7.) While the Supreme Court cautioned that “a bare office with a computer” is

likely insufficient to be the center of direction, Hertz, 559 U.S. at 97, the Third Circuit later

clarified that Hertz concerned a “sprawling operating company” and, accordingly, a smaller

company may need less “to direct and control the company’s limited work.” Johnson, 724 F.3d at

354. Therefore, it may be that all Manutti needed was a single computer to operate his New Jersey

property, but the record is again limited. Finally, the chief problem with the site visits is that they

occurred in October 2025, after both the filing and removal of the Complaint. Thus, the record

does not shed light on the status of the New Jersey property during the relevant time periods—the

date of the Complaint and the operative notice of removal—for the jurisdictional analysis. See

Johnson, 724 F.3d at 346.

In addition to the facts stemming from mailing addresses, tax forms, and site visits, the

Court has been presented with two conflicting certifications. Tina Kohler certifies that to the best

of her knowledge, Manutti “took day-to-day responsibility for Ocean Port’s routine activities”

from “Manutti’s home in Pennsylvania” at all relevant times. (ECF No. 10-3 at 3.) Manutti, by

contrast, certifies that he “conduct[s] the business of Ocean Port at the [New Jersey property.]”

(ECF No. 6-2 at 1.) This conflict is key to determining whether this Court has subject matter

jurisdiction over the parties. Because there is an “an imbalance in access to information” given

that Ocean Port has greater access to information concerning Manutti’s business activities than

does Fox Glass, Rocke, 541 F. App’x at 213, and because Fox Glass has “provided some basis to

believe jurisdiction exists,” even if not “airtight,” Lincoln, 800 F.3d at 108, the Court finds limited

discovery is warranted.5

5 Ocean Port argues that even if it is a citizen of Pennsylvania, remand is proper under the

forum-defendant rule because Fox Glass is a citizen of New Jersey. (ECF No. 6-1 at 10 (citing 28

U.S.C. § 1441(b)(2)). Fox Glass offers two responses. First, Fox Glass contends that the forum-

defendant rule does not apply because Fox Glass was never properly served. (ECF No. 10 at 22.)

See also Paddock v. Novartis Pharms. Corp., Civ. No. 25-407, 2025 WL 1908806, at *2 (D. Del.

July 11, 2025) (“[A] defendant who would otherwise be precluded from removing an action under

the forum-defendant rule may properly remove an action to federal court if that defendant files the

notice of removal before it is served with the complaint.”) (citing Encompass Ins. Co. v. Stone

Mansion Rest. Inc., 902 F.3d 147, 151-54 (3d Cir. 2018)). The Court need not evaluate whether

Fox Glass was properly served when Tina Koehler received the Complaint on June 30, 2025, (ECF

IV. CONCLUSION

For the foregoing reasons, and other good cause shown, Plaintiffs’ Motion to Remand (ECF

No, 6) is DENTED and the Court will permit limited jurisdictional discovery. An appropriate

Order follows.

coe ue we) f

Dated: March , 2026 so boom, 4 foe

ORGECEE CASTNER

ndren STATES DISTRICT JUDGE

No. 2 at 3), because it agrees with Fox Glass’s second argument—Ocean Port failed to timely

assert the forum-defendant rule even if the rule did apply. (ECF No. 10 at 21.)

T]he forum defendant rule has been deemed a ‘procedural’ requirement” rather than a

jurisdictional one. Burga v. UniF irst Corp., Civ. No, 20-10849, 2020 WL 8452558, at *3 (D.N.J.

Dec. 3, 2020) (citing Kor. Exch. Bank v. Trackwise Sales Corp., 66 F.3d 46, 50-51 (Gd Cir, 1995)),

report and recommendation adopted, 202 WL 395897 (D.N.J. Feb. 4, 2021), Accordingly, under

28 U.S.C. § 1447(c), invocation of the forum-defendant rule “must be the subject of a motion to

remand within 30 days after filing the notice of removal” or else the invoking party waives the

rule’s protection. Kor. Exch., 66 F.3d at 51. Here, as Fox Glass highlights, Ocean Port “filed its

motion well beyond the 30-day period and therefore waived all non-jurisdictional defects to

removal.” (ECF No. 10 at 21.) Ocean Port’s only response is that its “motion is not based on

procedural objections” and that the “argument that this matter must be remanded under the forum

defendant rule is an alternative, independent basis for remanding this matter.” (ECF No. 15 at 6-

7.) Because Ocean Port concedes that it is not making any “procedural objections,” and because

invocation of the forum-defendant rule is in fact a procedural objection, Kor. Exch., 66 F.3d at 51,

the Court understands Ocean Port to be forfeiting the argument. But even had it not, the Court

finds Ocean Port did not timely assert the forum-defendant rule because Fox Glass removed this

matter in July 2025 and Ocean Port did not file its Motion to Remand until October 2025, (ECF

No, 2; ECF No. 6), which was well past the thirty-day limit.

10