Determining that a “stiftung”—a business entity formed pursuant to Liechtenstein law—is a “juridical person” and foreign citizen because it is a “legally and economically independent entity . . . separated from the founder's personal assets” and with assets of its own
How later courts described this case
- Determining that a “stiftung”—a business entity formed pursuant to Liechtenstein law—is a “juridical person” and foreign citizen because it is a “legally and economically independent entity . . . separated from the founder's personal assets” and with assets of its own
- accepting the parties’ agreement that a British private limited company “is a corporation formed under the laws of the United Kingdom,” and therefore treats it as a corporation for purposes of diversity determination
Written by the judges who cited it.
The opinion
UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF LOUISIANA
CHAMALÉ COVE CIVIL ACTION
CONDOMINIUM ASSOCATION, INC.
VERSUS NO: 25-2251
CERTAIN UNDERWRITERS SECTION: “G”(2)
AT LLOYD’S LONDON
ORDER AND REASONS
Plaintiff Chamalé Cove Condominium Association, Inc. (“Plaintiff”) brings this suit
against Defendants Certain Underwriters at Lloyd’s, London (collectively, “Defendants”) as a
result of Defendants’ alleged failure to indemnify Plaintiff under two insurance policies.1 Before
the Court is Plaintiff’s “Motion to Remand.”2 In the motion, Plaintiff contends that Defendants
improperly removed the case because this Court lacks subject matter jurisdiction due to a lack of
complete diversity amongst the parties.3 Defendants oppose the motion.4 Having considered the
motion, the memoranda in support and opposition, the record, and the applicable law, the Court
denies the motion.
I. Background
This litigation arises from alleged property damage to Plaintiff’s property located in Slidell,
Louisiana, resulting from a line of thunder storms on April 10, 2024.5 Plaintiff is the homeowners’
1 Rec. Doc. 1-1.
2 Rec. Doc. 9.
3 Id.
4 Rec. Doc. 11.
5 Rec. Doc. 1-1 at 7.
association responsible for the operation of the Chamalé Cove Condominiums, which consists of
buildings that contain residential condominium units owned by individual unit owners (the
“Property”).6 Plaintiff avers that Defendants insured the Property against loss and damage caused
by wind, hail, water, and other perils.7 Further, Plaintiff asserts that it provided Defendants with
timely notice of the loss event and took reasonable steps to mitigate the damages caused by the
loss event.8 Plaintiff avers that despite being owed obligations under its insurance policies with
Defendants, Defendants failed to pay Plaintiff the amount due in connection with the claim arising
from the April 10, 2024 storms.9
On June 23, 2025, Plaintiff filed a petition for damages in the 22nd Judicial District Court
for the Parish of St. Tammany, State of Louisiana.10 In the petition, Plaintiff brings claims for
breach of contract and bad faith penalties against Defendants.11 The property was insured by two
policies: (1) Policy No. EW0228723 (“Policy One”), which insures eighty-five percent (85%) of
the risk; and (2) Policy No. EW0228823 (“Policy Two”), which insures fifteen percent (15%) of
the risk.12 The syndicates subscribed to Policy One are: (1) AEGIS London Property Consortium
7819; (2) WBC Syndicate 5886; and (3) KII Syndicate 1618.13 AEGIS London Property
Consortium 7819 is further comprised of three syndicates: (1) AES Syndicate 1225; (2) MRS
6 Rec. Doc. 1-1 at 2; Rec. Doc. 9-2.
7 Rec. Doc. 1-1. at 7.
8 Id.
9 Id. at 8.
10 Id.
11 Id. at 9–10.
12 Id. a 5–6.
13 Rec. Doc. 1 at 7.
Syndicate 0457; and (3) AFB Syndicate 5623.14 APL Syndicate 1969 is the only syndicate
subscribing Policy Two.15
On November 3, 2025, Defendants removed the case to this Court asserting diversity
jurisdiction.16 In the Notice of Removal, Defendants assert that removal is proper because the
amount in controversy requirement is met and the parties are diverse, because Defendants’
managers are citizens of the United Kingdom and Plaintiff is a citizen of Louisiana.17 On December
3, 2025, Plaintiff filed the instant Motion to Remand.18 On December 30, 2025, Defendants filed
an opposition to the motion.19 On January 5, 2026, Plaintiff filed a reply in further support of the
motion.20 On January 14, 2026, Defendants filed a sur-reply in further opposition to the motion.21
II. Parties’ Arguments
A. Plaintiff’s Arguments in Support of Remand
Plaintiff argues that the Court should remand this matter because Defendants have not
established that the parties are diverse.22 Plaintiff does not dispute that it is a citizen of Louisiana.23
However, Plaintiff asserts that Defendants have not demonstrated the citizenship of various Names
14 Id.
15 Id. at 8.
16 Rec. Doc. 1.
17 Id.
18 Rec. Doc. 9.
19 Rec. Doc. 11.
20 Rec. Doc. 14.
21 Rec. Doc. 18.
22 Rec. Doc. 9.
23 See Rec. Doc. 9-2.
that subscribed to the policies.24 Plaintiff avers that instead, Defendants simply stated the syndicate
numbers, without actually identifying the Names that comprise the syndicates.25 Moreover,
Plaintiff contends that the citizenship of all Names must be taken into account in this Court’s
diversity jurisdiction analysis, because they are all real parties in interest.26 Additionally, Plaintiff
asserts that Defendants only identified the managers of several syndicates instead of the Names
that comprise those syndicates.27 Therefore, Plaintiff argues that Defendants have failed to meet
their burden of establishing diversity by failing to allege the citizenship of the Names.28
B. Defendants’ Arguments in Opposition to Remand
In opposition, Defendants assert that “Plaintiff erroneously argues, without any supporting
evidence, that the syndicates subscribing to the policy are comprised of multiple ‘Names.’”29
However, Defendants assert that each syndicate subscribing to the policies at issue are “wholly
owned and operated by one corporate entity or ‘Name’– not multiple ‘Names.’”30
Further, Defendants offer search results from the online records of “Companies House the
United Kingdom’s registrar of companies,” for each of the single entities that they allege comprise
each of the syndicates subscribing to the policies.31 Defendants aver that these records establish
24 Id. at 10.
25 Id.
26 Id. (citing Jefferson v. Am. Sugar Refin., Inc., No. 10-4442, 2017 WL 894652 (E.D. La. Mar. 7. 2017)).
27 Id. at 11.
28 Id.
29 Rec. Doc. 11 at 2.
30 Id.
31 Id.; Rec. Doc. 11-1. These entities, which are allegedly the sole “Names” for the corresponding syndicates
include: AEGIS Electric & Gas International Services Limited for AES Syndicate 1225, Munich Re Specialty Group
for MRS Syndicate 0457; Beazley, PLC for AFB Syndicate 5623; White Bear Capital Limited for WBC Syndicate
5886; Asta Capital Limited for KII Syndicate 1618; and Apollo Partners, LLP for APL Syndicate 1969. Id. at 4–5.
that the single corporate entities who belong to each of the syndicates at issue are “British private
limited companies, and as such, are considered citizens of the United Kingdom.”32 Moreover,
Defendants contend that Plaintiff’s assertion that Defendants erroneously identified the managers
of the Names instead of the names themselves is misplaced.33 Defendants concede that the
citizenship of a Name’s managing agent is not relevant to the diversity inquiry.34 However,
Defendants aver that their use of the word “managed” in the Notice of Removal and Corporate
Disclosures, does not refer to the Names’ managing agent.35 Thus, because it is undisputed that
Plaintiff is a citizen of Louisiana, Defendants assert they have established that they are completely
diverse from Plaintiff and that this Court has diversity of citizenship jurisdiction pursuant to 28
U.S.C. §1332.36
C. Plaintiff’s Arguments in Further Support of Remand
In the reply-brief, Plaintiff reasserts that Defendants have only pled the citizenship of the
Names’ managing agents instead of the Names themselves.37 Further, Plaintiff rejects Defendants’
contention that the entities they referred to as managers of the syndicates in the Notice of Removal
and Corporate Disclosure are actually the Names/owners of the syndicates.38 Plaintiff points out
that Defendants still offer no evidence, other than their own unsworn hearsay statement, to support
32 Id. at 2. Defendants clarify that MRS Syndicate 0457 is the sole member of Munich Re Specialty Group
Limited, which is incorporated in Germany, suggesting that this entity may also be a German citizen. Id. at 11.
33 Id. at 13.
34 Id. at 14.
35 Id. at 13.
36 Id. at 2.
37 Rec. Doc. 14 at 1–2.
38 Id. at 8.
this contention.39 Additionally, Plaintiff submits that, even considering the corporate documents
attached to Defendants’ opposition, the Court cannot definitively determine the Names comprising
the relevant syndicates.40
Moreover, Plaintiff asserts that Apollo Partners, LLP, one of the alleged members of APL
Syndicate 1969, is a limited liability partnership.41 Thus, Plaintiff contends that the citizenship of
this entity would be determined by the citizenship of each of its partners.42 Therefore, Plaintiff
avers that Defendants have failed to allege the members of Apollo Partners, LLP, by merely
attaching another document from the United Kingdom Companies House, which purportedly
shows the members of that partnership.43
D. Defendants’ Arguments in Further Opposition to Remand
In the sur-reply brief, Defendants reassert that their use of the term “managed” in the Notice
of Removal and Corporate Disclosure is irrelevant to the issue of diversity.44 Additionally,
Defendants submit that Plaintiff has not pointed to any evidence that any of the Defendants are
citizens of Louisiana.45 In response to Plaintiff’s arguments about the unsworn hearsay evidence,
Defendants offer the allegedly authenticated certificates of incorporation for AEGIS Electric &
Gas International Services Limited, Munich Re Specialty Group Limited, Beazley, PLC, White
39 Id.
40 Id.
41 Id.
42 Id. (citing Harvey v. Grey Wolf Drilling Co., 542 F.3d 1077 (5th Cir. 2008)).
43 Id. at 9.
44 Rec. Doc. 18 at 1–2.
45 Id. at 2.
Bear Capital Limited, Asta Capital Limited, and Apollo Partners, LLP.46 Further, Defendants put
forth the Application for the Incorporation of a Limited Partnership for Apollo Partners, LLP, with
a list of the partners including Metacomet, LLC, and Apollo Underwriting Limited.47 Therefore,
Defendants maintain that “actual documentary evidence, which has been used by this court to
support diversity in other cases, demonstrates that complete diversity exists between Plaintiff and
Defendants.”48
III. Legal Standard
Unless an act of Congress provides otherwise, a defendant may remove a state civil court
action to federal court if the federal court has original jurisdiction over the action.49 Pursuant to 28
U.S.C. § 1332, a district court has subject matter jurisdiction over “all civil actions where the
matter in controversy exceeds the sum or value of $75,000, exclusive of interest and costs, and is
between … citizens of different States.”50 The removing party bears the burden of demonstrating
that federal jurisdiction exists.51 To determine whether jurisdiction is present for removal, the
Court must “consider the claims in the state court petition as they existed at the time of removal,”
and “[a]ny ambiguities are construed against removal.”52
46 Rec. Docs. 18-1, 18-2, 18-3, 18-4, 18-5, 18-6. Several of the certificates of incorporation were issued to
the predecessor names of the listed companied. Defendants attach several documents showing that the company names
were changed as they are currently listed.
47 Rec. Doc. 18-6.
48 Rec. Doc. 18 at 3.
49 28 U.S.C. § 1441(a); Syngenta Crop Prot., Inc. v. Henson, 537 U.S. 28, 33 (2002).
50 28 U.S.C. § 1332.
51 Allen v. R&H Oil & Gas Co., 63 F.3d 1326, 1335 (5th Cir. 1995).
52 Manguno v. Prudential Prop. & Cas. Ins. Co., 276 F.3d 720, 723 (5th Cir. 2002).
In assessing whether removal was appropriate, the Court is guided by the principle,
grounded in notions of comity and the recognition that federal courts are courts of limited
jurisdiction, that “removal statute[s] should be strictly construed in favor of remand.”53 Remand is
appropriate if the Court lacks subject matter jurisdiction, and “doubts regarding whether removal
jurisdiction is proper should be resolved against federal jurisdiction.”54 On a motion to remand, in
particular, the removing party bears the burden of establishing the citizenship of relevant parties
for the purpose of demonstrating complete diversity.55
IV. Analysis
Plaintiff does not dispute that the amount in controversy requirement is met, nor does it
dispute that it is a citizen of Louisiana. Instead, Plaintiff asserts that Defendants have not met their
burden of establishing complete diversity of citizenship of all the Names, which make up the
syndicates subscribed to the policies at issue. Defendants argue that they have properly pled the
citizenship of each Name, and therefore the Court should not remand this case.
In Green Coast Enterprises, LLC v. Certain Underwriters at Lloyd’s, another Section of
this Court succinctly described the insurance market at Lloyd’s, London as follows:
Lloyds of London is not an insurance company but rather a self-regulating entity
which operates and controls an insurance market. The Lloyd’s entity provides a
market for the buying and selling of insurance risk among its members who
collectively make up Lloyd’s. Thus, a policyholder insures at Lloyd’s but not with
Lloyd’s. Overall, while an insured receives a Lloyd’s “policy” of insurance, what
he has in fact received are numerous contractual commitments from each Name
who has agreed to subscribe to the risk. The Names are jointly and severally
obligated to the insured for the percentage of the risk each has agreed to
assume. With respect to the requirement of complete diversity for subject matter
53 Id.
54 Acuna v. Brown & Root Inc., 200 F.3d 335, 339 (5th Cir. 2000) (citing Willy v. Coastal Corp., 855 F.2d
1160, 1164 (5th Cir. 1988)).
55 Jeanmarie v. Indian Harbor Ins. Co., 603 F. Supp. 3d 364, 369 (E.D. La. 2022) (citing Deep Marine
Tech., Inc. v. Conmaco/Rector, LP, 515 F. Supp. 2d 760, 768 (S.D. Tex. 2007)).
jurisdiction based on diversity, the majority of courts that have addressed this issue
have found that each Name must be diverse.56
The syndicates whose citizenship are at issue here include: (1) AES Syndicate 1225; (2)
MRS Syndicate 0456; (3) AFB Syndicate 562357; (4) WBC Syndicate 5886; (5) KII Syndicate
1618; and (6) APL Syndicate 1969. Thus, the Court looks to the “Names” that own each syndicate
to determine if the parties are diverse.58 The alleged owners of each syndicate include: AEGIS
Electric & Gas International Services Limited for AES Syndicate 1225; Munich Re Specialty
Group for MRS Syndicate 0457; Beazley, PLC for AFB Syndicate 5623; White Bear Capital
Limited for WBC Syndicate 5886; Asta Capital Limited for KII Syndicate 1618; and Apollo
Partners, LLP for APL Syndicate 1969. According to the certificates of incorporation, AEGIS
Electric & Gas International Services Limited, Munich Re Specialty Group, Beazley, PLC, White
Bear Capital Limited, and Asta Capital Limited are all incorporated in the United Kingdom as
“Private Limited Compan[ies],” which does not have an exact entity equivalent in the United States
(e.g. corporation, partnership, limited liability company, etc.).59 Thus, “[w]hether a court should
treat a foreign business entity as the equivalent of an American corporation for the purposes of
diversity jurisdiction is a complicated question.”60 Accordingly, the Court will address the
citizenship of purported British limited company Names and the sole limited liability partnership
Name in turn.
56 No. 22-973, 2022 WL 2208206, at *3 (June 21, 2022) (internal citations omitted).
57 The first three syndicates collectively make up AEGIS London Property Consortium 7819.
58 Green, 2022 WL 2208206, at *3.
59 Id. at 4; see Karpel v. Knauf Gips KG, No. 21-24168, 2023 WL 3845507, at *2 (S.D. Fla. June 6, 2023)
(“The true nature of a foreign limited company may vary depending on its treatment in the country of origin.”).
60 Green Coast, Enters., LLC, 2022 WL 2208206, at *4.
The Fifth Circuit has adopted a juridical person approach where “the relevant inquiry is
whether an entity is a ‘citizen or subject’ of a foreign state within the meaning of § 1332(a).”61 An
entity will be considered a foreign citizen “so long as the entity is considered a juridical person
under the law [of the country] that created it.”62 Following the Fifth Circuit’s guidance, in Green
Coast Enterprises, LLC, a judge in this District reasoned that:
A private limited company [under United Kingdom law] has all of [the hallmarks
of an American corporation]: a separate legal identity with separate liability; at least
one director and one secretary; marketable stocks, though they cannot be sold on
the public exchange; required annual reports to the Companies House, the United
Kingdom’s equivalent of a State Corporation Commission; and no pass-through
taxation.63
Further, multiple other district courts that have addressed this issue have held that “[United
Kingdom] private limited companies are treated as corporations for the purposes of diversity
subject-matter jurisdiction.”64 The federal diversity jurisdiction statute provides that a corporation
is a citizen of its state-of-incorporation and “of the State where it has its principal place of
business.”65 Defendants have provided file stamped copies of the certificates of incorporation for
AEGIS Electric & Gas International Services Limited, Munich Re Specialty Group, Beazley, PLC,
61 Berik Stiftung v. Plains Marketing, L.P., 603 F.3d 295, 298 (5th Cir. 2010).
62 Id. (Determining that a “stiftung”—a business entity formed pursuant to Liechtenstein law—is a “juridical
person” and foreign citizen because it is a “legally and economically independent entity . . . separated from the
founder's personal assets” and with assets of its own).
63 2022 WL 2208206, at *4 (quoting Brink's Co. v. Chubb European Grp. Ltd., No. 20-520, 2020 WL
6829870, at *6 (E.D. Va. Nov. 20, 2020)).
64 SHLD, LLC v. Hall, No. 15-6225, 2015 WL 5772261, at *2 (S.D.N.Y. Sept. 29, 2015) (alteration in
original); see also, e.g., SNC-Lavalin Constructors, Inc. v. Tokio Marine Kiln Ins. Ltd., No. 19-873, 2021 WL
2550505, at *6 (D. Md. June 21, 2021); Century Metal Recycling, Pvt. Ltd. v. Dacon Logistics, LLC, No. 13-93, 2013
WL 5929816 at *3 (D. Conn. Nov. 4, 2013); Simon Holdings PLC Grp. of Cos. U.K. v. Klenz, 878 F. Supp. 210, 211
(M.D. Fla. 1995); Chok v. S & W Berisford, PLC, 624 F. Supp. 440, 441 (S.D.N.Y. 1985) (accepting the parties’
agreement that a British private limited company “is a corporation formed under the laws of the United Kingdom,”
and therefore treats it as a corporation for purposes of diversity determination).
65 28 U.S.C. § 1332(c)(1).
White Bear Capital Limited, and Asta Capital Limited, showing that these entities are all private
limited companies, incorporated in the United Kingdom.66 Moreover, these certificates of
incorporation display registered office addresses in the United Kingdom,67 and Defendants
undisputedly assert that these entities’ principal places of business are located in the United
Kingdom.68 Accordingly, the Court finds that these entities are citizens of the United Kingdom.
Thus, Defendants have met their burden of establishing that these entities are diverse from
Plaintiff.
Turning to the citizenship of Apollo Partners, LLP, the parties do not dispute that this entity
is and should be treated as a limited liability partnership.69 “The citizenship of a limited partnership
is based upon the citizenship of each of its partners.”70 Defendants have provided the certificate of
incorporation of a limited liability partnership for Apollo Partners, LLP. 71 Attachments to that
certificate of incorporation indicate that the partnership consists of Apollo Group Holdings,
Limited and Apollo Group Services, Limited, both of which are private limited companies
incorporated in the United Kingdom with “Principal Office Address[es]” in the United Kingdom.72
Thus, the partners and the partnership are citizens of the United Kingdom. Therefore, because
Plaintiff is undisputedly a citizen of Louisiana, and all Defendants are citizens of the United
Kingdom, Defendants have met their burden of demonstrating complete diversity amongst the
66 Rec. Docs. 18-1, 18-2, 18-3, 18-4, 18-5.
67 Id.
68 Rec. Doc. 1 at 4–5.
69 Rec. Doc. 14 at 8–9; Rec. Doc. 18 at 2.
70 Harvey v. Grey Wolf Drilling Co., 542 F.3d 1077, 1079 (5th Cir. 2008).
71 Rec. Doc. 18-6.
72 Rec. Doc. 18-6.
parties. For this reason, the Court finds that diversity jurisdiction under 28 U.S.C.§ 1332 is
satisfied, and Plaintiff's Motion to Remand must be denied.
Accordingly,
IT IS HEREBY ORDERED that the Motion to Remand” is DENIED.
NEW ORLEANS, LOUISIANA, this 29th day of May, 2026.
NANNETTE J BROWN
UNITED STATES DISTRICT JUDGE
® Rec. Doc. 9.
12