Quintanilla Affidavit at 1 (attached to Memorandum in Support of Motion).
Mason's attempted explanation is, at best, weak. He says that, while the parties in Aguilera were attempting to negotiate a settlement, Quintanilla told him that Arcos Management Corp. had reincorporated in California. Response at 3; Mason Affidavit at 1. Alternatively, he claims that Arcos Management Services, Inc. was involuntarily dissolved by the Illinois Secretary of State prior to the filing of his complaint and was only reinstated on May 21, 1991; therefore, Arcos Management Services, Inc. "did not exist as a legal entity on the date of commencement of this action." Id. at 5.
An attorney or party involved in litigation has a fundamental obligation to corroborate the factual bases underlying representations made to the court. Indeed, when Mason signed the complaint at issue here, he became subject to the certification standard of Rule 11. Business Guides, Inc. v. Chromatic Communications Enters., Inc., 111 S. Ct. 922, 930, 112 L. Ed. 2d 1140 (1991). Mason knew that an entity he referred to as Arcos Management Corp. was incorporated in Illinois, and, as the attorney of record in at least one federal court action, had represented to the judge that this was the case. To rely solely on an offhand comment that the company had been reincorporated in another state without confirming that change (by perhaps, as Quintanilla suggests, simply telephoning the California Secretary of State's office) borders on sanctionable misconduct. The system within which we operate requires litigants to make certain good faith inquiries, not the least of which would be modestly inconvenient inquiries to confirm the court's jurisdiction over the dispute at hand. Mason's apparent failure in this regard, particularly given his unique position as Arcos Management Corp.'s former attorney, cannot go unmentioned, although (mostly for other reasons, see infra) such failure is ultimately not sanctionable.
Mason's alternative argument fails as a matter of law. Though unable (or unwilling) to confirm where Arcos Management Corp. (or Arcos Management Service or Arcos Management Services, Inc.) was actually incorporated prior to filing his suit, he was subsequently able to conduct a "diligent search of the records of the Secretary of State of Illinois," said search revealing that "Arcos Management Service, Inc., . . . had been involuntarily dissolved on February 19, 1991, the date of [the] filing of this action . . . ." Mason Affidavit at 1-2. Mason's diligent search also revealed that Arcos Management Services, Inc. "was reinstated on May 21, 1991 . . . ." Id. at 2.
An administratively dissolved corporation, like Arcos Management Services, Inc., may be reinstated and, upon reinstatement, "the corporate existence shall be deemed to have continued without interruption from the date of the issuance of the certificate of dissolution, and the corporation shall stand revived with such powers, duties and obligations as if it had not been dissolved . . . ." Ill. Ann. Stat. ch. 32, para. 12.45 (Smith-Hurd 1991 Supp.); see also id. at para. 12.80 ("dissolution of a corporation . . . shall not take away nor impair any civil remedy available to or against such corporation . . . . for any right or claim . . . commenced within five years after the date of such dissolution"). Illinois law leaves little doubt that in any scenario Mason's second explanation for his jurisdictional assignment cannot withstand even cursory scrutiny, though the dissolution and reinstatement vortex does act to shield him--albeit just barely--from Rule 11 sanctions. That is, because there was no guarantee that Arcos Management Services, Inc. would be reinstated, federal jurisdiction was not absolutely precluded, at least in the abstract.
Because Arcos Management Services, Inc. is the actual name of wrongly captioned defendant Arcos Management Corp., and it is a citizen of Illinois for jurisdictional purposes, diversity is not present and we do not have jurisdiction over this case. Accordingly, we grant Quintanilla's Rule 60(b)(4) motion, vacate the default judgment previously entered against him, and dismiss this case. Fed. R. Civ. P. 12(h)(3); Save the Bay, Inc. v. United States Army, 639 F.2d 1100, 1102 (5th Cir. 1981); Aetna Ins. Co. v. Southern, Waldrip & Harvick, 198 F. Supp. 505, 508 (N.D. Cal. 1961). It is so ordered.