The opinion of the court was delivered by: SAMUEL DER-YEGHIAYAN, District Judge
This matter is before the court on Defendant Arthur E. Gordon's
and Rose A. Gordon's (collectively referred to as "the Gordons")
motion to dismiss for lack of subject matter jurisdiction and
motion to dismiss in favor of a parallel action. This matter is
also before the court on Plaintiff Heller Financial Leasing,
Inc.'s ("Heller") motion to dismiss the Defendants'
counterclaims. This matter is also before the court on Heller's
motion to strike Defendants' jury demand and on third party Pace
LLC's (Pace") motion to intervene in the present action. For
reasons stated below, we deny the Gordons' motions to dismiss. We
also grant Heller's motion to dismiss the Defendants'
counterclaims, we grant Heller's motion to strike the Defendants'
jury demand, and we grant Pace's motion to intervene.
In August of 2000, Pace entered into an $18,000,000 promissory
note ("Promissory Note") and Aircraft Chattel Mortgage Security
Agreement with Heller. At the same time, as inducement to Heller to make the loans and
to extend credit to Pace, each of the Defendants entered into
guaranty agreements ("Guarantee Agreements") with Heller. In the
Guaranty Agreements, Defendants agreed to pay Heller "on demand . . .
the due and punctual payments and performance of all
indebtedness of Pace to Heller." (Guaranty Par. 1). Pace and
Defendants failed to make the payments required under the
agreements. In July of 2002, Pace, Defendants, and Heller entered
into a Voluntary Surrender and Transfer Agreement whereby Pace
agreed to voluntarily convey title to the Aircraft to Heller.
Heller brought the present action against the Defendants seeking
to recover the difference between the value of the Aircraft and
the $18 million due and owing to Heller pursuant to the Guarantee
Agreements. Defendants' obligation for the deficiency and the
amount of the deficiency are the sole issues presented by
Heller's complaint. Defendants have made a demand for a jury
trial, and Heller has made a motion to strike this demand. Pace
has also made a motion to intervene in the current action.
Federal Rule of Civil Procedure 12(b)(1) requires a court to
dismiss an action when it lacks subject matter jurisdiction.
United Phosphorus, Ltd. v. Angus Chemical Co., 322 F.3d 942,
946 (7th Cir. 2003). When reviewing a motion to dismiss brought
under Rule 12(b)(1), this court "must accept as true all
well-pleaded factual allegations, and draw reasonable inferences
in favor of the plaintiff." Ezekiel v. Michel, 66 F.3d 894, 897
(7th Cir. 1995) (citing Rueth v. United States Environmental
Protection Agency, 13 F.3d 227, 229 (7th Cir. 1993)). For the
purpose of determining subject matter jurisdiction, this court
"may properly look beyond the jurisdictional allegations of the
complaint and view whatever evidence has been submitted on the issue to determine whether in fact
subject matter jurisdiction exists." Ezekiel, 66 F.3d at 897
(quoting Capitol Leasing Co. v. Federal Deposit Insurance
Corp., 999 F.2d 188, 191 (7th Cir. 1993)). However the burden of
proof "on a 12(b)(1) issue is on the party asserting
jurisdiction." United Phosphorus, Ltd., 322 F.3d at 946.
In ruling on a motion to dismiss brought pursuant to Federal
Rule of Civil Procedure 12(b)(6), the court must draw all
reasonable inferences that favor the plaintiff, construe the
allegations of the complaint in the light most favorable to the
plaintiff, and accept as true all well-pleaded facts and
allegations in the complaint. Thompson v. Illinois Dep't of
Prof'l Regulation, 300 F.3d 750, 753 (7th Cir. 2002); Perkins
v. Silverstein, 939 F.2d 463, 466 (7th Cir. 1991). The
allegations of a complaint should not be dismissed for a failure
to state a claim "unless it appears beyond doubt that the
plaintiff can prove no set of facts in support of his claim which
would entitle him to relief." Conley v. Gibson, 355 U.S. 41,
45-46 (1957). Nonetheless, in order to withstand a motion to
dismiss, a complaint must allege the "operative facts" upon which
each claim is based. Kyle v. Morton High School, 144 F.3d 448,
444-45 (7th Cir. 1998); Lucien v. Preiner, 967 F.2d 1166, 1168
(7th Cir. 1992). The plaintiff need not allege all of the facts
involved in the claim and can plead conclusions. Higgs v.
Carter, 286 F.3d 437, 439 (7th Cir. 2002); Kyle,
144 F.3d at 455. However, any conclusions pled must "provide the defendant
with at least minimal notice of the claim," Id., and the
plaintiff cannot satisfy federal pleading requirements merely "by
attaching bare legal conclusions to narrated facts which fail to
outline the bases of [his] claim." Perkins, 939 F.2d at 466-67. DISCUSSION
I. Motion to Dismiss for Lack of Jurisdiction
The Gordons contend that this action should be dismissed
because Heller has not provided sufficient evidence that this
court has subject matter jurisdiction. Heller asserts in its
complaint that this court has diversity subject matter
jurisdiction. (Comp. Par. 6). The party seeking to invoke the
court's jurisdiction bears the burden of showing that subject
matter jurisdiction exists. See NLFC, Inc. v. Devcom
Mid-America, Inc., 45 F.3d 231, 237 (7th Cir. 1995) (stating
that "[t]he party invoking federal jurisdiction bears the burden
of establishing the elements of jurisdiction."). Diversity
jurisdiction exists if "the matter in controversy exceeds the sum
or value of $75,000" and the action is "between . . . citizens of
different States. . . ." 28 U.S.C. § 1332(a). For the purposes of
diversity of citizenship "a corporation shall be deemed to be a
citizen of any State by which it has been incorporated and of the
State where it has its principal place of business. . . ."
28 U.S.C. § 1332(c)(1). In the Seventh Circuit a corporation's
principal place of business is deemed the "place where the
corporation has its nerve center." Krueger v. Cartwright,
996 F.2d 928, 931 (7th Cir. 1993).
The Gordons argue that they dealt with an entity entitled
Commercial Equipment Finance Group ("CEFG") whose main offices
are located in California. The Gordons theorize that CEFG is the
same entity as Heller and that Heller's principal place of
business is thus in California. If Heller's principal place of
business was in fact in California, since the Gordons are
citizens of California, there would not be complete diversity
which is required for diversity jurisdiction. The Gordons
speculate that Heller is located in California, but is attempting
to conceal that fact by providing documentation showing that its
parent company's corporate headquarters are located in Illinois. (Ans. 3). The Gordons
contend that Heller purposefully creates confusion between the
names "Heller Financial Leasing" and "Heller Financial Inc.,
Leasing." (Ans. 3). However, the Gordons provide no basis for
such a conclusion or any explanation regarding how the Gordons
came up with the two names mentioned by the Gordons.
In fact it is the Gordons themselves that vaguely refer to
entities throughout their briefs and are confused regarding the
proper titles of entities. For example, after the Gordons make
reference in their answer to "Heller Financial Leasing" and
"Heller Financial Inc., Leasing," the Gordons make reference to
an entity termed "Financial." (Ans. 2). However, both of the
above names contain the word "Financial." Another example is the
Gordons' reference in its answer to "Heller Financial" which
again is included in both of the above mentioned names referred
to by Heller. (Ans. 3).
Heller filed a supplemental brief with the court to which it
attached a declaration that is signed by Ron Lis ("Lis"), a Vice
President for Heller Financial Leasing, Inc., which is the named
plaintiff in the instant action. In the declaration Lis verifies
that the corporate headquarters for Heller, the named plaintiff
in this action, are located in Chicago, Illinois. Lis also states
that CEFG which the Gordons contend they dealt with in
California, is not a separate corporation from Heller. Lis states
that CEFG is merely a division of Heller and has always been a
division of Heller. The Gordons have not provided any evidence to
refute the assertions made by Lis. Instead, the Gordons claim
that they need further documentation and irrefutable proof that
Lis is not lying in his declaration. Heller has provided a signed
declaration indicating that this court has subject matter
jurisdiction and the Gordons have offered absolutely no evidence
that calls into doubt the sworn statement by Lis. Therefore, we deny the motion to dismiss for lack of subject
II. Motion to Dismiss in Favor of Duplicative Parallel Action
The Gordons seek to dismiss this action based on the fact that
a similar action involving the same parties is pending in a
California federal bankruptcy court. A district court may dismiss
a suit "for reasons of wise judicial administration . . .
whenever it is duplicative of a parallel action already pending
in another federal court." Serlin v. Arthur Andersen & Co.,
3 F.3d 221, 224 (7th Cir. 1993) (quoting Ridge Gold Standard
Liquors v. Joseph E. Seagram, 572 F.Supp. 1210, 1213 (N.D. Ill.
1983)). In determining whether another action is duplicative a
district court has a "a great deal of latitude and
discretion. . . ." Id. (quoting Ridge Gold, 572 F.Supp. at 1210).
An action is duplicative of the present action if the "claims,
parties, and available relief do not significantly differ between
the two actions." Id. (quoting Ridge Gold, 572 F.Supp. at 1213).
When a district court determines that another parallel
proceeding should be given "priority" the action before the
district court ...