Petition for Writ of Certiorari — FS Medical Supplies, LLC, Petitioner v. Tanner Pharma UK Limited, et al.

Supreme Court briefSep 10, 2026

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No.

In the Supreme Court of the United States

FS MEDICAL SUPPLIES, LLC, PETITIONER,

TANNER PHARMA UK LIMITED, ET AL.

ON PETITION FOR A WRIT OF CERTIORARI TO THE

UNITED STATES COURT OF APPEALS

FOR THE FOURTH CIRCUIT

PETITION FOR A WRIT OF CERTIORARI

LEX M. ERWIN

KEVIN Y. ZHAO

MAYNARD NEXSEN PC

227 West Trade St.,

Suite 2300

Charlotte, NC 28202

(704) 339-0304

ELISEO R. PUIG

BRIAN M. WILLIAMS

ARNOLD & PORTER

KAYE SCHOLER LLP

1144 Fifteenth Street,

Suite 3100

Denver, CO 80202

(303) 863-1000

KENT A. YALOWITZ

Counsel of Record

ARNOLD & PORTER

KAYE SCHOLER LLP

250 West 55th Street

New York, NY 10019

(212) 836-8000

kent.yalowitz@arnoldporter.com

JOHN P. ELWOOD

ALLON KEDEM

JOHN V. HOOVER

ARNOLD & PORTER

KAYE SCHOLER LLP

601 Massachusetts Ave., NW

Washington, DC 20001

(202) 942-5000

QUESTION PRESENTED

The federal diversity-jurisdiction statute, 28 U.S.C.

§ 1332, grants district courts jurisdiction over civil actions

with more than $75,000 in controversy that are “between

… citizens of different States and in which citizens or

subjects of a foreign state are additional parties.” 28

U.S.C. § 1332(a)(3).

Petitioner is a limited liability company with members who were citizens of Texas, California, and China. It

brought suit against respondents, who were citizens of

North Carolina and the United Kingdom. Thus, the

jurisdictional lineup was:

Plaintiff

Tex.

Cal.

China

Defendant 1

U.K.

Defendant 2

N.C.

Defendant 3

N.C.

Defendant 4

N.C.

The Fourth Circuit held that because of petitioner’s

Chinese member, “there isn’t a U.S. citizen on the plaintiff

side. So we don’t have a suit between ‘citizens of different

States.’” App. 10a (quoting 28 U.S.C. § 1332(a)(3)). The

question presented is:

Whether 28 U.S.C. § 1332(a)(3) confers diversity

jurisdiction over a civil action in which the sole plaintiff is

an LLC with both state and foreign citizenship, the

defendants include both state and foreign citizens, and the

state citizenships on opposite sides are completely

diverse.

(i)

PARTIES TO THE PROCEEDING

Petitioner FS Medical Supplies, LLC was PlaintiffAppellant below.

Respondents TannerGAP, Inc., a corporation

organized under the law of North Carolina; Tanner

Pharma UK Limited, a limited company organized under

the law of England and Wales; Raymond Fairbanks

Bourne, a/k/a Banks Bourne; and Mary Everett

Whitehurst Bourne, a/k/a Molly Bourne were

Defendants-Appellees below.

Stephen J. Scalia was a defendant in the district

court.

Zhejiang Orient Gene Biotech Co., Ltd.; Healgen

Scientific Limited Liability Company; John Bly; and

Apiro LLP appeared as non-parties on discovery matters

in the district court.

(ii)

RULE 29.6 STATEMENT

FS Medical Supplies, LLC is a limited liability

company. It does not have a parent corporation and is not

a publicly held corporation. No publicly held corporation

or public entity owns 10% or more of the company, which

has never issued stock.

(iii)

RELATED PROCEEDINGS

United States District Court for the Western District of

North Carolina (W.D.N.C.):

FS Medical Supplies, LLC v. TannerGAP, Inc., et

al., No. 21-cv-00501 (Oct. 1, 2025)

FS Medical Supplies, LLC v. Tanner Pharma UK

Limited, et al., No. 23-cv-00598 (Oct. 1, 2025)

United States Court of Appeals for the Fourth Circuit

(4th Cir.):

FS Medical Supplies, LLC v. Tanner Pharma UK

Limited, No. 25-2199 (June 25, 2026)

FS Medical Supplies, LLC v. TannerGAP, Inc.,

No. 25-2200 (June 25, 2026)

(iv)

TABLE OF CONTENTS

Page

Opinions Below ..................................................................... 1

Jurisdiction ........................................................................... 1

Constitutional and Statutory Provisions

Involved ................................................................................. 1

Introduction .......................................................................... 2

Statement .............................................................................. 6

A. Legal Background .................................................. 6

B. Factual And Procedural Background................... 8

Reasons For Granting The Petition................................. 12

I. There Is An Acknowledged Circuit Split ................. 14

II. The Question Presented Is Important And

Recurring ..................................................................... 16

A. Providing A Federal Forum For Interstate

And International Disputes Serves Important

National Interests ................................................ 16

B. This Issue Affects A Large And Growing

Category Of Litigants .......................................... 18

C. The Question Presented Is Recurring ............... 19

III. The Court Should Act Now ....................................... 20

A. Further Percolation Will Not Resolve The

Split ...................................................................... 20

B. This Case Is An Ideal Vehicle ............................. 22

IV. The Decision Below Is Incorrect .............................. 22

A. Section 1332(a)(3) Supports Jurisdiction Here . 22

B. The Fourth Circuit’s Reasoning Is Mistaken.... 25

Conclusion ........................................................................... 26

(v)

Appendix A: Fourth Circuit Court of Appeals Opinion

(June 25, 2026) ............................................ 1a

Appendix B: District Court Memorandum of Decision

and Order in Case No. 3:21-cv-501

(Oct. 1, 2025) ............................................. 15a

Appendix C: District Court Memorandum of Decision

and Order in Case No. 3:23-cv-598

(Oct. 1, 2025) ............................................. 20a

Appendix D: District Court Memorandum and

Recommendation in Case No. 3:21-cv-501

(Aug. 27, 2025) .......................................... 24a

Appendix E: Redacted Amended Complaint filed in

Case No. 3:21-cv-501 (Sept. 16, 2022)..... 39a

Appendix F: Amended Complaint filed in Case No.

3:23-cv-598 (Oct. 5, 2023) ......................... 86a

Appendix G: Petitioner’s Amended Citizenship

Disclosure filed in Case No. 3:23-cv-598

(Feb. 10, 2025)......................................... 101a

TABLE OF AUTHORITIES

Cases

Page(s)

Americold Realty Tr. v. Conagra Foods, Inc.,

577 U.S. 378 (2016) ................................... 5, 8, 18, 21, 25

Andrus v. Glover Constr. Co.,

446 U.S. 608 (1980) ....................................................... 24

Auctus Fund, LLC v. Drone Guarder, Inc.,

588 F. Supp. 3d 177 (D. Mass. 2022)........................... 20

Bank of United States v. Deveaux,

9 U.S. (5 Cranch) 61 (1809) .......................................... 25

Bendit v. Canva, Inc.,

No. 23-cv-473, 2023 WL 5391413

(S.D.N.Y. Aug. 22, 2023) .............................................. 20

Camp v. Gress,

250 U.S. 308 (1919) ....................................................... 23

Carden v. Arkoma Assocs.,

494 U.S. 185 (1990) ....................................................... 18

City of Indianapolis v. Chase Nat’l Bank of City of N.Y.,

314 U.S. 63 (1941) ......................................................... 23

Commercial &R.R. Bank of Vicksburg v. Slocumb,

39 U.S. (14 Pet.) 60 (1840) ........................................... 24

Digit. Media Sols., LLC v. Zeetogroup, LLC,

No. 3:22-cv-1184, 2024 WL 1268164

(S.D. Cal. Mar. 25, 2024) .............................................. 20

Dodge v. Woolsey,

59 U.S. (18 How.) 331 (1856) ......................................... 6

Dresser Indus., Inc. v. Underwriters at Lloyd’s of

London,

106 F.3d 494 (3d Cir. 1997) .......................................... 23

Enbridge Energy, LP v. Nessel ex rel. Michigan,

146 S. Ct. 1074 (2026) ................................................... 21

(vii)

viii

Cases—Continued

Page(s)

Exxon Mobil Corp. v. Allapattah Servs., Inc.,

545 U.S. 546 (2005) ................................................. 17, 21

FPACP4 Lex, LLC v. Stantec, Inc.,

586 F. Supp. 3d 824 (N.D. Ill. 2022)...................... 11, 21

General Technology Applications, Inc. v. Exro Limitada,

388 F.3d 114 (4th Cir. 2004) ........................................ 11

Goar v. Compania Peruana de Vapores,

688 F.2d 417 (5th Cir. 1982) ........................................ 23

Greeley v. Lowe,

155 U.S. 58 (1894) ................................................. 5, 7, 22

Grupo Dataflux v. Atlas Glob. Grp., L.P.,

541 U.S. 567 (2004) ..................................... 11, 21, 25, 26

Hertz Corp. v. Friend,

559 U.S. 77 (2010) ................................................... 17, 18

Hil-Tech, LLC v. Shree Mahalaxmi Indus.,

No. 4:22-cv-02310, 2023 WL 4602738

(S.D. Tex. July 3, 2023) ................................................ 19

Hooe v. Jamieson,

166 U.S. 395 (1897) ....................................................... 24

HT Redmond LLC v. HK Heycha Ltd.,

No. 2:25-cv-2572, 2026 WL 796805

(W.D. Wash. Mar. 23, 2026)................................... 20, 21

ImagineX Consulting, L.P. v. Reprivata, L.L.C.,

No. 1:20-cv-03045, 2021 WL 520107

(D. Colo. Feb. 11, 2021) ................................................ 20

Iraola & CIA, S.A. v. Kimberly-Clark Corp.,

232 F.3d 854 (11th Cir. 2000) ...................................... 23

JPMorgan Chase Bank v. Traffic Stream (BVI)

Infrastructure Ltd.,

536 U.S. 88 (2002) ............................................... 6, 17, 21

Cases—Continued

Page(s)

Leland v. De Havilland Aircraft Co. of Canada,

987 F.2d 771, 1993 WL 67203 (5th Cir. 1993) .. 3, 15, 16

Lincoln Prop. Co. v. Roche,

546 U.S. 81 (2005) ......................................................... 21

Louisville, C &C. R. Co. v. Letson,

43 U.S. (2 How.) 497 (1844) ..................................... 7, 24

Morissette v. United States,

342 U.S. 246 (1952) ....................................................... 23

Navarro Sav. Ass’n v. Lee,

446 U.S. 458 (1980) ....................................................... 25

New York Metro. Reg’l Ctr., L.P. II v. Mammoet

USA Holdings, Inc.,

552 F. Supp. 3d 451 (S.D.N.Y. 2021) .......................... 20

Newman-Green, Inc. v. Alfonzo-Larrain,

490 U.S. 826 (1989) ..................................................... 5, 8

Pattern Energy Grp. LP v. Perillo,

No. 1:25-cv-785, 2025 WL 1112848

(S.D.N.Y. Apr. 15, 2025) .............................................. 20

Phoenix Trading FZCO v. Dennis Corp.,

No. 4:22-cv-02355, 2022 WL 18674462

(D.S.C. Aug. 29, 2022) .................................................. 20

Roberts v. Pac. & A. Ry. & Navigation Co.,

121 F. 785 (9th Cir. 1903)............................................... 7

Ryan v. Ohmer,

233 F. 165 (S.D.N.Y. 1916) ............................................ 7

Starr Indem. & Liab. Co. v. Signature Flight

Support Corp.,

No. 3:22-cv-179, 2022 WL 17400956

(D. Nev. Dec. 1, 2022)................................................... 20

Strawbridge v. Curtiss,

7 U.S. (3 Cranch) 267 (1806) .................................... 7, 24

Cases—Continued

Page(s)

Sweeney v. Carter Oil Co.,

199 U.S. 252 (1905) ....................................................... 23

Tango Music LLC v. DeadQuick Music, Inc.,

348 F.3d 244 (7th Cir. 2003) ............ 3, 11, 12, 14, 15, 23

Transure, Inc. v. Marsh & McLennan, Inc.,

766 F.2d 1297 (9th Cir. 1985) ................................ 10, 23

Turkiye Halk Bankasi A.S. v. United States,

598 U.S. 264 (2023) ....................................................... 26

U.S. Motors v. Gen. Motors Eur.,

551 F.3d 420 (6th Cir. 2008) ........................................ 23

United States v. Hansen,

599 U.S. 762 (2023) ....................................................... 23

United States v. Sisson,

399 U.S. 267 (1970) ....................................................... 17

United States v. Smith,

499 U.S. 160 (1991) ....................................................... 24

Wachovia Bank, NA v. Schmidt,

546 U.S. 303 (2006) ....................................................... 21

Windward Bora LLC v. Browne,

110 F.4th 120 (2d Cir. 2024) .................................... 4, 16

Statutes and Rules

28 U.S.C. § 1332(a)(3)................................................. 3, 4, 11

28 U.S.C. § 1447(d) ............................................................. 21

Act of June 25, 1948, 62 Stat. 869 (1948) ............................ 8

The Judiciary Act of 1789, 1 Stat. 73 .................................. 6

Jurisdiction and Removal Act of 1875, 18 Stat. 470.... 7, 22

Pub. L. No. 85-554, 72 Stat. 415 (1958) ............................ 24

Pub. L. No. 88-439, 78 Stat. 445 (1964) ............................ 24

Pub. L. No. 100-702, 102 Stat. 4646 (1988) ...................... 24

Pub. L. No. 109-2, 119 Stat. 11 (2005) .............................. 24

Statutes and Rules—Continued

Page(s)

Pub. L. No. 112-63, 125 Stat. 758 (2011) .......................... 24

5th Cir. R. 47.5.3 ................................................................. 16

Fed. R. Civ. P. 7.1(a)(2) ..................................................... 18

Other Authorities

Advisory Comm. on Civ. Rules, 116th Cong., Rep.

to the Standing Comm. (Dec. 9, 2020) ........................ 18

The Debates in the Several State Conventions on

the Adoption of the Federal Constitution

(Jonathan Elliot ed., 2d ed. 1836) ................................. 6

Evan Avila and Mattias Nilsson, Trends in the

Foreign Private Issuer Population 2003-2023: A

Descriptive Analysis of Issuers Filing Annual

Reports on Form 20-F, SEC Div. of Econ. and

Risk Analysis (Dec. 2024, rev. May 2025) .................. 19

The Federalist No. 80 (Alexander Hamilton) ................... 6

IRS, Foreign Recipients of U.S.-Source

Partnership Income, Table 1 (2022) .......................... 19

James W. Moore, Moore’s Judicial Code:

Commentary (1949) ....................................................... 7

Michael Love, Where in the World Does

Partnership Income Go? Evidence of a

Growing Use of Tax Havens,

79 Nat’l Tax J. 7 (2026) ................................................ 19

Peter Molk, Protecting LLC Owners While

Preserving LLC Flexibility

51 U.C. Davis L. Rev. 2129 (2018) .............................. 18

Rodney D. Chrisman, LLCs Are the New King of

the Hill, 15 Fordham J. Corp. & Fin. L. 459

(2009) ............................................................................. 18

Ron DeCarlo et al., Partnership Returns, Tax

Year 2023, IRS, Fall 2025 ...................................... 18, 19

In the Supreme Court of the United States

FS MEDICAL SUPPLIES, LLC, PETITIONER,

TANNER PHARMA UK LIMITED, ET AL.

ON PETITION FOR A WRIT OF CERTIORARI TO THE

UNITED STATES COURT OF APPEALS

FOR THE FOURTH CIRCUIT

PETITION FOR A WRIT OF CERTIORARI

OPINIONS BELOW

The opinion of the court of appeals (App. 1a-14a) is

reported at 179 F.4th 278. The opinions of the district

court are unpublished but available at 2025 WL 2794502

(App. 15a-19a) and 2025 WL 2794503 (App. 20a-23a). The

magistrate judge’s memoranda and recommendations are

unpublished but available at 2025 WL 2917111 (App. 24a38a) and 2025 WL 2902128.

JURISDICTION

The judgment of the court of appeals was entered on

June 25, 2026. App. 1a. The jurisdiction of this Court is

invoked under 28 U.S.C. § 1254(1).

CONSTITUTIONAL AND STATUTORY PROVISIONS

INVOLVED

Article III, Section 2 of the Constitution reads in part:

The judicial Power shall extend … to Controversies …

between Citizens of different States … and between a

State, or the Citizens thereof, and foreign States, Citizens

or Subjects.

(1)

Section 1332 of Title 28 of the United States Code reads

in part:

(a) The district courts shall have original jurisdiction

of all civil actions where the matter in controversy exceeds

the sum or value of $75,000, exclusive of interest and costs,

and is between—

(1) citizens of different States;

(2) citizens of a State and citizens or subjects of a

foreign state …;

(3) citizens of different States and in which citizens or

subjects of a foreign state are additional parties; and

(4) a foreign state … as plaintiff and citizens of a State

or of different States.

***

INTRODUCTION

This case concerns an important, recurring, and

unsettled question of diversity jurisdiction that has

produced an acknowledged circuit split. Section 1332(a)(3)

grants district courts jurisdiction over civil actions

“between … citizens of different States” in which foreign

citizens are “additional parties.” This case asks whether

that grant applies when one side consists of a single LLC

that is deemed a citizen both of a U.S. State and of a

foreign country. The Fourth and Seventh Circuits now

give opposite answers on materially identical facts.

Petitioner is an LLC. At the relevant time, its

members were citizens of California, Texas, and China. It

brought suit against respondents, who were citizens of

North Carolina and the United Kingdom. Respondents

conceded below that if petitioner’s individual members

were suing there would be jurisdiction. But the Fourth

Circuit held that the outcome is different because the

members formed an unincorporated entity: The entity’s

Chinese member means “there isn’t a U.S. citizen on the

plaintiff side. So we don’t have a suit between ‘citizens of

different States.’” App. 10a (quoting 28 U.S.C.

§ 1332(a)(3)).

The Seventh Circuit reached the opposite conclusion

in a case brought by an LLC with members from New

Jersey and the United Kingdom against citizens of

Delaware, New York, and the United Kingdom, holding

that “the U.S. parties are diverse.” Tango Music LLC v.

DeadQuick Music, Inc., 348 F.3d 244, 245 (7th Cir. 2003)

(Posner, J.). The Seventh Circuit explained that the

statute “describes this case exactly.” Ibid. The court

added that “we cannot think of a reason to depart in this

instance from a literal reading” of the text and that

applying the text as written furthers the purposes of

diversity—“to neutralize any bias that a local court may

have in favor of a local resident” and to promote

“international harmony.” Id. at 245-246.

The Fourth Circuit said that the Seventh Circuit’s

Tango Music decision “doesn’t persuade us.” App. 11a.

The Fourth Circuit’s decision is also in conflict with

Fifth Circuit law and in tension with Second Circuit law.

The Fifth Circuit simply rejected the argument now

adopted by the Fourth Circuit. Leland v. De Havilland

Aircraft Co. of Canada, 987 F.2d 771, 1993 WL 67203 (5th

Cir. 1993) (unpublished table decision). There, a

defendant incorporated in Delaware and headquartered

in Canada removed to federal court. The plaintiffs were

citizens of Texas and Ethiopia. They argued that “because

[the corporation’s] principal place of business is in

Canada, it cannot be held to be a citizen of a state for the

purposes of § 1332(a)(3).” Id. at *2. Writing for the court,

Judge Jones held that “[t]his counterintuitive proposition

has no support in the case law.” Ibid. And the Second

Circuit upheld diversity in a case involving an LLC with a

permanent resident member by looking to whether the

court would have jurisdiction “if the case involved only an

unincorporated association’s permanent resident members but not the association itself.” Windward Bora LLC

v. Browne, 110 F.4th 120, 129 (2d Cir. 2024).

The consequences of the Fourth Circuit’s holding are

staggering. With the proliferation of unincorporated

entities, cross-border investment, and international

travel, this question has recurred with increasing frequency in the lower courts. Increasing numbers of businesses have both foreign and domestic citizenship—either

because they are unincorporated entities with both

foreign and domestic members or because they are

corporations with their place of incorporation or principal

place of business (but not both) abroad. In the Fourth

Circuit, every single one of these entities is now ineligible

for diversity jurisdiction, even if the amount in

controversy is satisfied and the parties on the other side

are not citizens of the same State as the entity.

Review is warranted now. Jurisdictional rules should

be uniform, clear, and easy to apply. Yet materially

identical cases now receive opposite treatment depending

on the circuit. And the conflict is unlikely to resolve itself.

Many such rulings take the form of remand orders that

cannot be appealed; and plaintiffs dismissed at the outset

often proceed in state court rather than pursue an appeal.

This case presents a pure legal question on undisputed

citizenship facts, fully briefed and squarely resolved in a

published appellate decision. Only this Court can restore

a uniform national rule faithful to Congress’s text.

The Fourth Circuit’s decision is wrong. Section 1332

permits diversity in civil actions “between … citizens of

different States and in which citizens or subjects of a

foreign state are additional parties.” 28 U.S.C.

§ 1332(a)(3). By 1948, when Congress enacted this

provision, the first clause—“citizens of different

States”—had taken on a settled meaning: “no defendant

shall be a citizen of the same state with the plaintiff, but

otherwise there is no limitation upon such jurisdiction.”

Greeley v. Lowe, 155 U.S. 58, 72 (1894). That requirement

is satisfied here: petitioner’s state citizenships are Texas

and California; respondents’ state citizenship is North

Carolina. No State appears on both sides. The Fourth

Circuit nevertheless effectively rewrote “citizens of

different States” to mean “citizens only of different

States.” Nothing in § 1332(a)(3) says that a party must be

exclusively domestic before its state citizenship counts.

By adding a new limitation—that an entity with members

who are citizens of a foreign state and of a U.S. State “isn’t

a U.S. citizen,” App. 10a—the Fourth Circuit departed

from this settled meaning and undermined the purposes

of diversity jurisdiction.

The statute’s history also supports jurisdiction.

Before 1948, some courts had ruled that the presence of

aliens and citizens on one side of a case destroyed

diversity. Congress superseded that approach by adding

paragraph (a)(3), which confers jurisdiction when citizens

of different States are opposed and foreign citizens are

additional parties. See Newman-Green, Inc. v. AlfonzoLarrain, 490 U.S. 826, 828 (1989). The decision below

turns that expansion upside down: it makes foreign

citizenship a jurisdictional disqualification whenever

domestic and foreign citizenships are attributed to the

same entity.

Finally, the decision below is in substantial tension

with this Court’s precedents. This Court has repeatedly

held that “diversity jurisdiction in a suit by or against [an

unincorporated] entity depends on the citizenship of all its

members.” Americold Realty Tr. v. Conagra Foods, Inc.,

577 U.S. 378, 381 (2016) (emphasis added) (cleaned up).

That rule is irreconcilable with the Fourth Circuit’s

conclusion that an unincorporated plaintiff with members

domiciled in Texas and California “isn’t a U.S. citizen.”

App. 10a.

The petition for a writ of certiorari should be granted.

STATEMENT

Legal Background

1. The Framers included diversity and alienage

jurisdiction in Article III to ensure the social and economic success of the new republic. As this Court has

explained, the “aim and purpose” of diversity jurisdiction

“is to make the people think and feel, though residing in

different States of the Union, that their relations to each

other were protected by the strictest justice, administered in courts independent of all local control or connection

with the subject-matter of the controversy between the

parties to a suit.” Dodge v. Woolsey, 59 U.S. (18 How.) 331,

354 (1856). Foreign policy undergirded the alienage jurisdiction. As Alexander Hamilton explained in The

Federalist, mistreatment of a foreign citizen at the hands

of a state court is “among the just causes of war,” so “the

federal judiciary ought to have cognizance of all causes in

which the citizens of other countries are concerned,” to

ensure “the security of the public tranquility.” The

Federalist No. 80. At the Pennsylvania Convention,

James Wilson articulated the same rationale: “If the

United States are answerable for the injury” to a foreign

merchant, “ought they not to possess the means of

compelling the faulty state to repair it?” 2 The Debates in

the Several State Conventions on the Adoption of the

Federal Constitution 493 (Jonathan Elliot ed., 2d ed.

1836); see JPMorgan Chase Bank v. Traffic Stream

(BVI) Infrastructure Ltd., 536 U.S. 88, 95-97 (2002).

2. The Judiciary Act of 1789 granted original

jurisdiction in civil cases where “the suit is between a

citizen of the State where the suit is brought, and a citizen

of another State” or where “an alien is a party.” Ch. 20,

§ 11, 1 Stat. 73, 78. This Court construed the 1789 text to

require that in cases with joint plaintiffs or joint

defendants, “each of the plaintiffs must be capable of

suing each of the defendants in the courts of the United

States.” E.g., Louisville, C &C. R. Co. v. Letson, 43 U.S.

(2 How.) 497, 555 (1844); see Strawbridge v. Curtiss, 7

U.S. (3 Cranch) 267, 267 (1806).

In 1875, Congress amended the jurisdictional grant

to track Article III, permitting jurisdiction in “a

controversy between citizens of different States … or a

controversy between citizens of a State and foreign states,

citizens, or subjects.” Jurisdiction and Removal Act of

1875, ch. 137, § 1, 18 Stat. 470, 470. This Court continued

to require that “no defendant shall be a citizen of the same

state with the plaintiff,” but said that “otherwise there is

no limitation upon such jurisdiction.” Greeley, 155 U.S. at

72.

3. Lower courts divided over whether Congress

authorized diversity jurisdiction in cases in which a citizen

of a State was aligned against citizens of diverse States

together with citizens of foreign states. Some courts

upheld jurisdiction in such cases because “[t]he act does

not declare that the controversy shall be one wholly

between citizens of different states.” Roberts v. Pac. & A.

Ry. & Navigation Co., 121 F. 785, 788 (9th Cir. 1903).

Others disagreed, saying that “a case where citizens of a

state are plaintiffs and citizens of a different state and

aliens are defendants … is a casus omissus in the statute.”

See Ryan v. Ohmer, 233 F. 165, 166 (S.D.N.Y. 1916)

(collecting cases).

The 1948 revision to the Judicial Code superseded the

decisions denying jurisdiction. See James W. Moore,

Moore’s Judicial Code: Commentary 154 (1949).

Congress recodified the existing diversity and alienage

provisions in section 1332 as paragraphs (a)(1) and (a)(2)

and added paragraph (a)(3), conferring jurisdiction over

disputes between “citizens of different States and in which

citizens or subjects of a foreign state are additional

parties.” Act of June 25, 1948, ch. 646, § 1, 62 Stat. 869, 930

(1948). By adding paragraph (a)(3), Congress thus

“confer[red] jurisdiction in the District Court when a

citizen of one State sues both aliens and citizens of a State

(or States) different from the plaintiff’s.” Newman-Green,

Inc., 490 U.S. at 828.

4. A juridical entity, like an individual, may be

deemed to have more than one citizenship under the

diversity statute. Today, as has been the case since the

nineteenth century, “diversity jurisdiction in a suit by or

against [an unincorporated] entity depends on the

citizenship of all its members.” Americold, 577 U.S. at 381

(cleaned up).

This case concerns the treatment of such persons

under paragraph (a)(3).

B. Factual And Procedural Background

1. Petitioner FS Medical Supplies, LLC (FS

Medical) executed a non-circumvention agreement with

respondents TannerGAP, Inc., and Tanner Pharma UK

Limited providing that they would not conduct business

with manufacturers with which petitioner had a

relationship. App. 46a-47a; J.A. 143. The parties then

entered a distribution agreement under which

respondents promised to buy specific products from

petitioner, including covid tests; the contract provided

that the parties would split the gross profit from those

products’ sales. App. 51a-52a.

After petitioner secured about 5,000 test kits for

respondents to provide to the government of the United

Kingdom, App. 48a-51a, respondents secretly began

ordering products directly from petitioner’s supplier, a

Chinese manufacturer, App. 56a-59a. Eventually,

respondents disclosed some of this activity. App. 59a.

Petitioner alleges that respondents violated their noncircumvention promises and vastly underreported

petitioner’s share of gross profit from the relevant sales.

App. 60a. Respondents eventually sold more than $1

billion worth of product as a result of this circumvention.

App. 61a.

2. In 2021, petitioner sued two of the respondents in

state court in California for breach of contract. App. 3a4a. Respondents removed that case to federal court and

successfully moved to dismiss for lack of personal

jurisdiction. App. 4a. Petitioner then refiled its breach-ofcontract suit in the United States District Court for the

Western District of North Carolina, App. 39a, seeking

more than $200 million in damages, App. 84a.

Respondents have counterclaimed for more than $6

million and allege that petitioner misled them into signing

the contract at issue. D. Ct. Doc. 228, ¶¶ 60-68, No. 21-cv501 (Nov. 21, 2024).

The complaint invoked diversity jurisdiction, alleging

that petitioner’s members were citizens of Texas and

California and that respondents were citizens of North

Carolina and the United Kingdom. App. 41a-42a. 1

In 2023, petitioner filed a second suit against one of

the corporate respondents and its owners, respondents

Raymond and Mary Bourne, for fraudulent conveyance,

after learning that the Bournes had stripped

approximately $200 million of assets from the entity,

leaving it unable to pay the breach-of-contract damages.

App. 86a-87a. Petitioner again asserted diversity

jurisdiction, alleging that respondents were North Carolina and U.K. citizens. App. 87a-88a. The cases were

consolidated and proceeded through fact discovery.

App. 27a.

The parties agree that Tanner Pharma UK is a citizen of the U.K.

but dispute whether it is also a citizen of North Carolina. In the

court of appeals, the parties agreed that this dispute is not germane

to the question presented here.

In early 2025, shortly after petitioner’s counsel

learned that one of petitioner’s members was actually a

citizen of China and a lawful permanent resident

domiciled in California, petitioner filed an amended

citizenship disclosure, App. 22a, 101a-103a. The parties’

citizenships at the time the complaints were filed were

thus:

Plaintiff

Tex.

Cal.

China

Defendant 1

U.K.

Defendant 2

N.C.

Defendant 3

N.C.

Defendant 4

N.C.

Respondents moved to dismiss for lack of subject

matter jurisdiction, asserting that diversity jurisdiction

did not exist because there were “aliens on both sides of

the dispute.” D. Ct. Doc. 295, at 1, 4, No. 21-cv-501 (Feb.

10, 2025).

3. The magistrate judge recommended dismissal.

App. 37a. The judge rejected defendants’ theory,

acknowledging that courts applying paragraph (a)(3)

“have found that ‘federal diversity jurisdiction is not

defeated where (1) there is a legitimate controversy

between diverse citizens and aliens are additional parties;

and (2) there is complete diversity as to the citizens.’”

App. 30a (quoting Transure, Inc. v. Marsh & McLennan,

Inc., 766 F.2d 1297, 1298 (9th Cir. 1985)).

The judge also recognized a split of authority over the

application of paragraph (a)(3) in the circumstances

presented here. App. 31a-35a. “Some courts,” he said, had

held that subject matter jurisdiction exists where an

LLC’s U.S.-citizen members differ in citizenship from the

U.S. citizens on the other side of the dispute, because the

“U.S. parties are diverse” in that scenario. App. 31a

(emphasis omitted) (quoting Tango Music, 348 F.3d at

245). “Other courts,” he said, “have rejected this

approach.” App. 32a. The judge explained that these

courts had concluded that where an entity was “a citizen

of at least one foreign state,” the foreign citizenship would

“destroy[] diversity.” App. 32a-33a (quoting FPACP4

Lex, LLC v. Stantec, Inc., 586 F. Supp. 3d 824, 826-827

(N.D. Ill. 2022)).

The judge chose one side of the doctrinal split,

recommending dismissal. App. 34a-37a. The district court

adopted the recommendation without change. App. 18a.

4. The Fourth Circuit affirmed. App. 14a. The court

said that its analysis could “begin and end” with the first

clause of paragraph (a)(3), and in particular with whether

there were “citizens of different States on both sides of

the case caption.” App. 8a. The court said it “must ‘test’

diversity for each LLC member to determine whether

there is subject matter jurisdiction.” Ibid. (discussing

General Technology Applications, Inc. v. Exro Limitada,

388 F.3d 114 (4th Cir. 2004), and Grupo Dataflux v. Atlas

Glob. Grp., L.P., 541 U.S. 567 (2004)). The court applied

this test by first focusing exclusively on petitioner’s

“foreign citizenship” and then focusing exclusively on its

“domestic citizenship.” App. 10a-11a.

Applying this framework, the court held that

petitioner was not a citizen of a State. App. 11a. The court

reasoned that “when we test [petitioner] FS Medical’s

Chinese citizenship, there isn’t a U.S. citizen on the

plaintiff side. So we don’t have a suit between ‘citizens of

different States.’” App. 10a (quoting 28 U.S.C.

§ 1332(a)(3)).

The court rejected petitioner’s argument that its

Texas and California members “count[]” for deciding if it

qualifies as a citizen of a State. App. 10a. “That analysis

may be appropriate for dual-citizen individuals, for whom

we can ignore foreign citizenship,” the court explained,

“[b]ut it doesn’t work for an LLC.” Ibid. (emphasis

omitted).

The court further held that no “other subsection of

Section 1332(a) support[ed] jurisdiction.” App. 12a n.7.

Paragraph (a)(1) did not apply “for the same reason” as

(a)(3): “the LLC’s foreign member.” Ibid. And the court

held that “[t]he same holds true for (a)(2), involving

disputes between ‘citizens of a State and citizens or

subjects of a foreign state.’” Ibid.

The Fourth Circuit considered and rejected the

Seventh Circuit’s contrary decision in Tango Music, 348

F.3d at 245, which, it said, “doesn’t persuade us.”

App. 11a. The court asserted that Tango Music did not

“directly answer” whether “jurisdiction is destroyed

when the sole plaintiff is a dual-citizen LLC,” while

recognizing that Tango Music “found (a)(3) diversity

jurisdiction when a dual-citizen LLC (New Jersey and

United Kingdom) sued a domestic corporation (Delaware

and New York) and a United Kingdom individual.” Ibid.

The court also considered the Seventh Circuit’s decision

“inconsistent with” this Court’s decision in Grupo

Dataflux. Ibid.

Finally, the court rejected the assertion that

dismissing the only alien on respondents’ side of the case

could restore jurisdiction. App. 12a. According to the

court, “the jurisdictional defect stems from [petitioner]

FS Medical’s involvement in this case, not [respondent]

Tanner Pharma UK’s.” Ibid.

REASONS FOR GRANTING THE PETITION

The decision below created a square, acknowledged

circuit split over a recurring and important question of

federal jurisdiction: Whether an entity deemed to be a

citizen of both a U.S. State and a foreign state can invoke

diversity jurisdiction when its state citizenships are

completely diverse from the state citizenships of the

opposing parties. In rejecting diversity jurisdiction here,

the Fourth Circuit broke with the Seventh and Fifth

Circuits and created tension with the Second Circuit’s

reasoning.

The question presented is important and recurring.

It affects LLCs and other unincorporated entities with

both domestic and foreign members, as well as

corporations deemed citizens of both a State and a foreign

state. In addition to four courts of appeals, at least ten

district-court decisions since just 2021 have divided over

the question. The affected class of litigants is substantial

and growing as unincorporated business forms and crossborder ownership become increasingly common. And the

issue is resistant to appellate review because plaintiffs

dismissed on a jurisdictional ruling are more likely to

move to state court, and defendants who remove

unsuccessfully have no appellate recourse. The

nationwide split will persist absent this Court’s intervention.

This case presents an ideal vehicle. The parties’

relevant citizenships are undisputed; the question is

purely legal; it was fully briefed and resolved by the

magistrate judge, the district court, and the court of

appeals; and it determined the disposition of both actions.

No factual dispute or antecedent issue would impede

review.

Finally, the Fourth Circuit’s decision is incorrect. The

statute’s text, history, structure, and purposes all support

jurisdiction. In concluding otherwise, the Fourth Circuit

effectively rewrote “citizens of different States” to mean

“citizens only of different States,” nullifying an

unincorporated entity’s U.S. citizenships and turning

§ 1332(a)(3)’s express accommodation of foreign parties

into a jurisdictional bar. It also misreads Grupo Dataflux

and this Court’s other precedents governing the

citizenship of unincorporated entities.

THERE IS AN ACKNOWLEDGED CIRCUIT SPLIT

The Fourth Circuit expressly broke with the Seventh

Circuit, which confronted the exact same jurisdictional

lineup presented in this case. There, the plaintiff was a

dual-citizen LLC like petitioner here; it sued a U.S. corporation and two individuals, one of whom was a foreign

citizen. Tango Music LLC v. DeadQuick Music, Inc., 348

F.3d 244, 245 (7th Cir. 2003).

Thus, the jurisdictional lineup in Tango Music was

materially indistinguishable from the lineup in this case:

Tango Music

Plf.

N.J.

U.K.

FS Medical

Tex.

Cal.

Plf.

China

Def. 1

U.K.

Def. 1

U.K.

Def. 2

Del.

N.Y.

Def. 2

N.C.

Def. 3

N.C.

Def. 3

Va. or U.K.

Def. 4

N.C.

In Tango Music, the court appears to have raised the

jurisdictional issue sua sponte. Writing for the court,

Judge Posner recited the jurisdictional issue, concluding

easily that “the U.S. parties are diverse,” but questioning

whether having “U.K. citizens on both sides of the case …

destroy[ed] diversity jurisdiction.” 348 F.3d at 245. The

court began by saying paragraph (a)(3) “describes this

case exactly.” Ibid. It also explained that applying the

statute as written furthered the purposes of diversity

jurisdiction: protecting against the fear of “any bias that

a local court may have in favor of a local resident” and

“promoting international harmony … by giving foreigners

access to the national court system, where they are less

likely to encounter provincial prejudices when litigating

against U.S. citizens….” Id. at 246 (citation omitted).

The Fourth Circuit recognized that its decision

conflicted with the Seventh Circuit. Tango Music, it

wrote, “doesn’t persuade us.” App. 11a. According to the

Fourth Circuit, Tango Music is “inconsistent with” this

Court’s decision in Grupo Dataflux on the theory that

Grupo Dataflux implicitly required “testing” of

petitioner’s citizenship by focusing exclusively on one

member at a time. App. 8a, 11a. The Fourth Circuit also

said that the Seventh Circuit “didn’t directly answer the

question before us,” App. 11a, but that is also incorrect.

As the Fourth Circuit acknowledged in its own retelling

of Tango Music, that court “found (a)(3) diversity

jurisdiction when a dual-citizen LLC (New Jersey and

United Kingdom) sued a domestic corporation (Delaware

and New York) and a United Kingdom individual.” Ibid.

Or, as the Seventh Circuit put it more directly, “the U.S.

parties are diverse.” 348 F.3d at 245. (As here, there was

only one party on the plaintiff’s side in Tango Music.)

The Fourth Circuit’s decision is also in conflict with

Fifth Circuit law. In Leland v. De Havilland Aircraft Co.

of Canada, 987 F.2d 771, 1993 WL 67203 (5th Cir. 1993),

individual plaintiffs from Texas and Ethiopia sued Boeing

of Canada, which was incorporated in Delaware and

headquartered in Canada. Id. at *2. The court held that

paragraph (a)(3) applied because “there is complete

diversity between United States citizens involved in the

action.” Ibid. The court specifically rejected the assertion

that “because [the corporation’s] principal place of business is in Canada, it cannot be held to be a citizen of a state

for the purposes of § 1332(a)(3).” Ibid. Writing for the

court, Judge Jones explained that “[t]his counterintuitive

proposition has no support in the case law….” Ibid. The

court also reasoned that upholding jurisdiction for

companies that operate internationally would “encourage[] world-wide trade.” Ibid.

The decision below did not acknowledge Leland,

perhaps thinking that its unpublished status diminished

its precedential force. But Leland is precedent under

Fifth Circuit law. 5th Cir. R. 47.5.3.

The Fourth Circuit’s decision is also in tension with a

recent Second Circuit decision, which reasoned that an

unincorporated entity’s access to federal court should

mirror that of its members. Windward Bora LLC v.

Browne, 110 F.4th 120, 129 (2d Cir. 2024). The Second

Circuit explained, “if there would be no jurisdiction if the

case involved only an unincorporated association’s permanent resident members but not the association itself,

there can be no jurisdiction in the case involving the

unincorporated association.” Ibid. There, the Second

Circuit upheld jurisdiction because the LLC’s member

could have sued the defendants. Ibid. Here, the Fourth

Circuit reasoned that even though there would be

jurisdiction if the case involved only the entity’s members,

there was no jurisdiction in a case involving the entity

because the U.S.-citizen members were canceled out by

the foreign member.

II. THE QUESTION PRESENTED IS IMPORTANT AND

RECURRING

The decision below has immense consequences for an

important issue of federal jurisdiction affecting a large

group of litigants.

Providing A Federal Forum For Interstate And

International Disputes Serves Important National

Interests

Diversity and alienage jurisdiction serve important

national purposes. This Court has repeatedly explained

that “the purpose of the diversity requirement … is to

provide a federal forum for important disputes where

state courts might favor, or be perceived as favoring,

home-state litigants.” Exxon Mobil Corp. v. Allapattah

Servs., Inc., 545 U.S. 546, 553-554 (2005). Citing the

presence of a foreign member in an unincorporated entity

as a reason to deny federal jurisdiction would be contrary

to that purpose, exposing such litigants to the “penchant

of the state courts to disrupt international relations and

discourage foreign investment[, which] led directly to the

alienage jurisdiction provided by Article III of the

Constitution.” JPMorgan Chase Bank v. Traffic Stream

(BVI) Infrastructure Ltd., 536 U.S. 88, 94-95 (2002).

Congress decided to grant diversity and alienage

jurisdiction to the district courts, and the similarity of

phrasing in the statute and in Article III “bespeaks a

shared purpose.” Id. at 96.

The rule below undermines that purpose by denying

a federal forum to an entire category of litigants in exactly

the circumstance the diversity grant was designed to

reach: an out-of-state litigant suing powerful local

citizens. Ironically, it does so by treating foreign

citizenship—the quintessential ground for fear of local

bias and international disharmony—as a reason to

withdraw federal jurisdiction.

The fact that the circuit split concerns subject-matter

jurisdiction heightens the need for the Court’s immediate

review. “Clarity is to be desired in any statute, but in

matters of jurisdiction it is especially important.” United

States v. Sisson, 399 U.S. 267, 307 (1970). Straightforward, uniform “jurisdictional rules … promote greater

predictability,” which “is valuable to corporations making

business and investment decisions,” as well as to

“plaintiffs deciding whether to file suit in a state or federal

court.” Hertz Corp. v. Friend, 559 U.S. 77, 94-95 (2010).

Confusion about federal versus state court jurisdiction

“complicate[s]” cases, “eating up time and money as the

parties litigate, not the merits of their claims, but which

court is the right court to decide those claims,” thereby

“diminish[ing] the likelihood that results and settlements

will reflect a claim’s legal and factual merits.” Ibid.

B. This Issue Affects A Large And Growing

Category Of Litigants

The decision below affects a large number of litigants.

Begin with unincorporated entities, which, for diversity

purposes, are deemed to take on the citizenship of all their

members. See Americold Realty Tr. v. Conagra Foods,

Inc., 577 U.S. 378, 381 (2016); Carden v. Arkoma Assocs.,

494 U.S. 185, 195-196 (1990). LLCs “have quickly become

the fastest growing form of business organization,” and

their formations outstrip corporations by a two-to-one

margin. Peter Molk, Protecting LLC Owners While

Preserving LLC Flexibility, 51 U.C. Davis L. Rev. 2129,

2131 (2018) (citing Rodney D. Chrisman, LLCs Are the

New King of the Hill, 15 Fordham J. Corp. & Fin. L. 459,

460 (2009)).

The Rules Advisory Committee observed in 2020 that

“[t]he great shift of many business enterprises to the LLC

form means that the diversity question arises in an

increasing number of actions filed in, or removed to,

federal court.” Advisory Comm. on Civ. Rules, 116th

Cong., Rep. to the Standing Comm. 6 (Dec. 9, 2020). In

recognition of this rapidly growing class of litigant, Rule

7.1 was revised in 2022 to require each party to disclose

“every individual or entity whose citizenship is attributed

to that party” at the time the case is filed or removed. Fed.

R. Civ. P. 7.1(a)(2).

According to Internal Revenue Service data, there

were more than 4.5 million LLCs and other unincorporated business entities in 2023, “surpassing all other

entity types for more than two decades.” Ron DeCarlo et

al., Partnership Returns, Tax Year 2023, IRS, Fall 2025

at 2, 3 Fig. B, https://perma.cc/HNC9-FE3A. There were

30.2 million partners across all entities the IRS classifies

as “partnerships”—including LLCs. Ibid.

Many of these business organizations include foreign

members. In 2022, more than 136,000 partnerships

(including LLCs) filed tax forms declaring foreign

recipients of U.S. partnership income. IRS, Foreign

Recipients of U.S.-Source Partnership Income, Table 1

(2022), https://perma.cc/K3LM-3PD4. Those partners

received nearly $25 billion in pre-tax income. Ibid. About

17 percent of U.S. partnership income flowed to foreign

stakeholders from 2011-2019. Michael Love, Where in the

World Does Partnership Income Go? Evidence of a

Growing Use of Tax Havens, 79 Nat’l Tax J. 7, 8 (2026).

The Fourth Circuit’s ruling puts dual-citizen

corporations out of federal court, too. Entities incorporated in one country and maintaining a principal place of

business in another country are increasingly common.

For example, the proportion of “Foreign Private Issuers”

of securities that are incorporated in one jurisdiction but

headquartered in another rose from 7 percent in 2003 to

48 percent in 2023. Evan Avila and Mattias Nilsson,

Trends in the Foreign Private Issuer Population 20032023: A Descriptive Analysis of Issuers Filing Annual

Reports on Form 20-F, SEC Div. of Econ. and Risk

Analysis 1, 10 Fig. 2 (Dec. 2024, rev. May 2025),

https://www.sec.gov/files/dera_wp_fpi-trends-2412.pdf.

The Question Presented Is Recurring

Four courts of appeals have already weighed in

directly or indirectly. Since 2021, nearly a dozen district

courts have also addressed this question. Some have held

that an entity with at least one “member who is a citizen

of a state should satisfy § 1332(a)(3) even if another

member is a citizen of a foreign country.” Hil-Tech, LLC

v. Shree Mahalaxmi Indus., No. 4:22-cv-02310, 2023 WL

4602738, at *4 (S.D. Tex. July 3, 2023), report and

recommendation adopted, 2023 WL 4602691 (S.D. Tex.

July 18, 2023). 2 Others have held the opposite, finding no

diversity jurisdiction “where there is a limited partnership with dual United States and foreign citizenship on

one side of the action and parties with U.S. citizenship on

the other side.” Pattern Energy Grp. LP v. Perillo, No.

1:25-cv-785, 2025 WL 1112848, at *3 (S.D.N.Y. Apr. 15,

2025). 3

III. THE COURT SHOULD ACT NOW

This Court should act in this case. Further percolation will not resolve the split, and this case presents an

ideal vehicle for answering this important question.

Further Percolation Will Not Resolve The Split

Despite the frequency with which the question arises,

appellate guidance is rare. See, e.g., Auctus Fund, LLC v.

Drone Guarder, Inc., 588 F. Supp. 3d 177, 184 (D. Mass.

2022) (“It appears that neither the Supreme Court nor the

First Circuit … has dealt with this party configuration.”);

HT Redmond LLC v. HK Heycha Ltd., No. 2:25-cv-2572,

2026 WL 796805, at *2 (W.D. Wash. Mar. 23, 2026) (“[t]he

Accord Auctus Fund, LLC v. Drone Guarder, Inc., 588 F. Supp.

3d 177, 185 (D. Mass. 2022); Digit. Media Sols., LLC v. Zeetogroup,

LLC, No. 3:22-cv-1184, 2024 WL 1268164, at *3 (S.D. Cal. Mar. 25,

2024); Bendit v. Canva, Inc., No. 23-cv-473, 2023 WL 5391413, at *23 (S.D.N.Y. Aug. 22, 2023); Starr Indem. & Liab. Co. v. Signature

Flight Support Corp., No. 3:22-cv-179, 2022 WL 17400956, at *4-5

(D. Nev. Dec. 1, 2022).

Accord HT Redmond LLC v. HK Heycha Ltd., No. 2:25-cv-2572,

2026 WL 796805, at *2 (W.D. Wash. Mar. 23, 2026); Phoenix

Trading FZCO v. Dennis Corp., No. 4:22-cv-02355, 2022 WL

18674462, at *2 (D.S.C. Aug. 29, 2022); ImagineX Consulting, L.P.

v. Reprivata, L.L.C., No. 1:20-cv-03045, 2021 WL 520107, at *2 (D.

Colo. Feb. 11, 2021); New York Metro. Reg’l Ctr., L.P. II v.

Mammoet USA Holdings, Inc., 552 F. Supp. 3d 451, 456-458

(S.D.N.Y. 2021).

Ninth Circuit Court of Appeals has not provided definitive

guidance or authority” regarding this issue).

Such guidance is rare because the issue is structurally resistant to review. Diversity issues usually arise at the

outset of litigation, when appellate decisions are least

likely to follow. A plaintiff confronted with jurisdictional

uncertainty will avoid the time, expense, and risk of

litigating the issue in federal court or of appealing an

adverse ruling. A defendant who removes unsuccessfully

simply has no appellate recourse. “An order remanding a

case generally ‘is not reviewable on appeal or otherwise.’”

Enbridge Energy, LP v. Nessel ex rel. Michigan, 146 S.

Ct. 1074, 1080 (2026) (quoting 28 U.S.C. § 1447(d)).

Indeed, one such unreviewable remand order was entered

by a district court in the Seventh Circuit itself. See

FPACP4 Lex, LLC, 586 F. Supp. 3d at 826.

Thus, when diversity issues reach this Court, it is

usually in the rare instance in which a jurisdictional issue

is discovered after substantial investment has already

been made in resolving the merits. E.g., Americold, 577

U.S. at 380; Wachovia Bank, NA v. Schmidt, 546 U.S. 303,

308 (2006); Exxon Mobil, 545 U.S. at 550; Lincoln Prop.

Co. v. Roche, 546 U.S. 81, 86-87 (2005); Grupo Dataflux v.

Atlas Glob. Grp., L.P., 541 U.S. 567 (2004); JPMorgan

Chase Bank, 536 U.S. at 91.

Moreover, “[t]his Court has recently and repeatedly

granted certiorari in cases arising from 1-1 or 2-1 circuit

conflicts.” Pet. 19, United States Postal Service v. Konan,

No. 24-351 (Sept. 27, 2024). 4

Just last term, this Court resolved disputes arising from 1-1 and

2-1 splits in the following cases: M&K Employee Solutions, LLC v.

Trustees of the IAM National Pension Fund, No. 23-1209 (cert.

granted June 30, 2025) (1-1); Galette v. New Jersey Transit Corp.,

No. 24-1021 (cert. granted July 3, 2025) (1-1); Sripetch v. SEC, No.

25-466 (cert. granted Jan. 9, 2026) (2-1); First Choice Women’s

B. This Case Is An Ideal Vehicle

This case is an ideal vehicle to resolve the question

presented. The jurisdictional issue was fully briefed and

squarely resolved at every level below. The factual record

is unequivocal. And the legal question resolved the action,

leading to a final judgment. As in other diversity cases

this Court has addressed, the parties invested substantial

resources in the litigation, which should not be discarded

on jurisdictional grounds before the merits are ever

reached. See pp. 9-11, supra.

IV. THE DECISION BELOW IS INCORRECT

Paragraph (a)(3) of 28 U.S.C. § 1332 grants

jurisdiction in civil actions between “citizens of different

States and in which citizens or subjects of a foreign state

are additional parties.” The Fourth Circuit said that an

entity deemed to be a citizen of Texas, California, and

China “isn’t a U.S. citizen” within the meaning of that

paragraph. App. 10a. That is incorrect.

Section 1332(a)(3) Supports Jurisdiction Here

Diversity is not destroyed by a foreign member of an

unincorporated entity when there is complete diversity

between the entity’s members who are citizens of U.S.

States and the U.S. citizens aligned against the entity.

By 1948, when Congress enacted paragraph (a)(3),

the language it used—“citizens of different States”—had

been in the jurisdictional statute for almost 75 years. See

Jurisdiction and Removal Act of 1875, ch. 137, § 1, 18 Stat.

470, 470. This Court had interpreted that phrase to mean

“that no defendant shall be a citizen of the same state with

the plaintiff, but otherwise there is no limitation upon

such jurisdiction.” Greeley v. Lowe, 155 U.S. 58, 72 (1894).

Resource Centers, Inc. v. Platkin, No. 24-781 (cert. granted June

16, 2025) (2-1); FS Credit Opportunities Corp. v. Saba Capital

Master Fund, Ltd., No. 24-345 (cert. granted June 30, 2025) (2-1).

That construction had been consistently applied during

the decades leading up to enactment. See City of Indianapolis v. Chase Nat’l Bank of City of N.Y., 314 U.S. 63, 69

(1941); Camp v. Gress, 250 U.S. 308, 311 (1919); Sweeney

v. Carter Oil Co., 199 U.S. 252, 259 (1905).

When, as here, Congress “borrows terms of art in

which are accumulated the legal tradition and meaning of

centuries of practice, it presumably knows and adopts the

cluster of ideas that were attached to each borrowed

word.” United States v. Hansen, 599 U.S. 762, 774 (2023)

(quoting Morissette v. United States, 342 U.S. 246, 263

(1952)). There was no suggestion in the 140 years of

practice predating the 1948 enactment of paragraph (a)(3)

that the statutory phrase “citizens of different states”

should be read in the manner the Fourth Circuit adopted,

in which all an entity’s citizenships must be domestic for

the entity to qualify as a “U.S. citizen.”

The statute’s historical context and structure support

jurisdiction here. The 1948 revision unequivocally

expanded diversity jurisdiction by permitting aliens to

appear on both sides of a suit without defeating

jurisdiction, provided diverse state citizens anchored both

sides, as the courts of appeals have unanimously held. 5

The Fourth Circuit held that an unincorporated entity

with members who are citizens of U.S. States and of

foreign states is deemed to be a citizen only of a foreign

state for purposes of the first clause of paragraph (a)(3).

Yet Congress has specifically and repeatedly amended

section 1332 to provide that different kinds of parties are

U.S. Motors v. Gen. Motors Eur., 551 F.3d 420, 423 n.5 (6th Cir.

2008); Dresser Indus., Inc. v. Underwriters at Lloyd’s of London,

106 F.3d 494, 499 & n.2 (3d Cir. 1997); Tango Music, 348 F.3d at

245-246; Iraola & CIA, S.A. v. Kimberly-Clark Corp., 232 F.3d 854,

860-861 (11th Cir. 2000); Transure, Inc. v. Marsh & McLennan,

Inc., 766 F.2d 1297, 1299 (9th Cir. 1985); Goar v. Compania

Peruana de Vapores, 688 F.2d 417, 420 n.6 (5th Cir. 1982).

“deemed to be” citizens of specified States. It did so in

1958, 6 in 1964, 7 in 1988, 8 and in 2005. 9 In 2011, it amended

section 1332 to provide an exception to jurisdiction in

specified cases involving aliens. 10 In a statute with

numerous express deemer clauses and exceptions, the

courts should not imply additional deemer clauses or

exceptions. See United States v. Smith, 499 U.S. 160, 167

(1991); Andrus v. Glover Constr. Co., 446 U.S. 608, 616617 (1980).

As discussed above, disqualifying an entity with both

State and foreign members from U.S. citizenship would

be manifestly contrary to the statutory purpose, which

recognizes the value of providing a federal forum in such

instances. See pp. 6-8, supra.

It is also contrary to this Court’s precedents. As first

articulated by this Court, the complete diversity rule was

that “each of the plaintiffs must be capable of suing each

of the defendants in the courts of the United States.”

Commercial &R.R. Bank of Vicksburg v. Slocumb, 39

U.S. (14 Pet.) 60, 64 (1840) (citing Strawbridge v. Curtiss,

7 U.S. (3 Cranch) 267, 267 (1806)); see Letson, 43 U.S. (2

How.) at 554-555 (same); Hooe v. Jamieson, 166 U.S. 395,

397 (1897) (same).

When it came to juridical entities, this rule cashed out

by allowing suits in the entity’s name where the members

could have brought suit: “where the members … are

aliens, or citizens of a different state from the opposite

Pub. L. No. 85-554, 72 Stat. 415 (codified as amended in

§ 1332(c)(1)).

Pub. L. No. 88-439, 78 Stat. 445 (codified as amended in

§ 1332(c)(1)(A)).

Pub. L. No. 100-702, § 202, 102 Stat. 4646 (codified as amended in

§ 1332(c)(2)).

Pub. L. No. 109-2, § 4, 119 Stat. 11 (codified in § 1332(d)(10)).

Pub. L. No. 112-63, § 101, 125 Stat. 758 (codified in § 1332(a)(2)).

party,” they “come within the spirit and terms” of the

jurisdictional grant. Bank of United States v. Deveaux, 9

U.S. (5 Cranch) 61, 87-88, 91 (1809) (Marshall, C.J.),

overruled on other grounds, Letson, 43 U.S. (2 How.) at

559.

This method of determining citizenship persists for

unincorporated entities. “[U]nincorporated associations

remain mere collections of individuals,” and “they are the

parties whose citizenship determines the diversity

jurisdiction of a federal court.” Navarro Sav. Ass’n v. Lee,

446 U.S. 458, 461 (1980). Thus, “diversity jurisdiction in a

suit by or against [an unincorporated] entity depends on

the citizenship of all its members.” Americold, 577 U.S. at

381 (emphasis added) (cleaned up).

These precedents do not countenance a rule that

requires treating an entity that includes members who

are citizens of Texas and California as if it were not a

citizen of Texas and California.

B. The Fourth Circuit’s Reasoning Is Mistaken

The Fourth Circuit focused on a footnote in this

Court’s decision in Grupo Dataflux emphasizing that a

“limited partnership [is] an ‘entity,’ rather than an ‘aggregation [composed of its members],’ for purposes of

diversity jurisdiction,” so that the withdrawal of a

member does not equate to the withdrawal of a party. 541

U.S. at 579 n.8 (citation omitted).

The lower court overread that footnote. Grupo—a

case that nowhere considers paragraph (a)(3)—was not

about how to test diversity, but rather about whether a

party’s citizenship can be re-tested after a change in

citizenship during the course of the case. The holding of

Grupo Dataflux is that such re-testing is not allowed in

the absence of the withdrawal or addition of a party, and

that a withdrawal of a limited partnership’s member

(which causes a change in citizenship but not a change of

a party) is not the same as the withdrawal of a party. Id.

at 574-577. The Court did not hold that an unincorporated

entity’s foreign citizenship destroys diversity in a case

where the entity’s state-citizen members are completely

diverse from the citizens on the other side of the case.

To be sure, Grupo Dataflux contained the general

language on which the lower court relied, 541 U.S. at 579

n.8, but this general language was not addressing the

meaning of paragraph (a)(3). This Court “has often

admonished that general language in judicial opinions

should be read as referring in context to circumstances

similar to the circumstances then before the Court and

not referring to quite different circumstances that the

Court was not then considering.” Turkiye Halk Bankasi

A.S. v. United States, 598 U.S. 264, 278 (2023) (internal

quotation marks omitted).

CONCLUSION

The petition for a writ of certiorari should be granted.

Respectfully submitted.

LEX M. ERWIN

KEVIN Y. ZHAO

MAYNARD NEXSEN PC

227 West Trade St.,

Suite 2300

Charlotte, NC 28202

(704) 339-0304

ELISEO R. PUIG

BRIAN M. WILLIAMS

ARNOLD & PORTER

KAYE SCHOLER LLP

1144 Fifteenth Street

Suite 3100

Denver, CO 80202

(303) 863-1000

SEPTEMBER 2026

KENT A. YALOWITZ

Counsel of Record

ARNOLD & PORTER

KAYE SCHOLER LLP

250 West 55th Street

New York, NY 10019

(212) 836-8000

kent.yalowitz@arnoldporter.com

JOHN P. ELWOOD

ALLON KEDEM

JOHN V. HOOVER

ARNOLD & PORTER

KAYE SCHOLER LLP

601 Massachusetts Ave., NW

Washington, DC 20001

(202) 942-5000

This is a copy of a public record, reproduced as it was published. It is not legal advice, and it may not be the version a court would rely on. Check the official source before you cite it.