United States District Court, N.D. Illinois, Eastern Division
MEMORANDUM OPINION AND ORDER
VIRGINIA M. KENDALL, UNITED STATES DISTRICT JUDGE.
Brian Congdon and Lisa Congdon filed this suit against
Defendants Cheapcaribbean.com, Inc.
(“Cheapcaribbean.com”), Apple Vacations, LLC
(“Apple Vacations”), Amstar DMC, S.A.
(“Amstar”), and Apple Leisure Corporation in the
Circuit Court of Cook County, Illinois, alleging negligence
and other causes of action arising out of a motor vehicle
accident that occurred while Plaintiffs were on vacation in
Mexico. (Dkt. 1-1). After removing the case to federal court
(Dkt. 1), Cheapcaribbean.com, Apple Vacations, and Amstar
moved to dismiss under Federal Rule of Civil Procedure
12(b)(2) for lack of personal jurisdiction. (Dkt. 12).
Plaintiffs opposed dismissal and moved to remand the case to
state court pursuant to 28 U.S.C. § 1447(c) for lack of
federal diversity jurisdiction. (Dkt. 18). For the reasons
stated below, the Court denies Plaintiff's motion for
remand (Dkt. 18), grants Defendants' motion (Dkt. 12),
and dismisses the case without prejudice for lack of personal
following facts are based on the allegations in the complaint
and the statements provided in the affidavits submitted by
Defendants that controvert or supplement the Plaintiffs'
to the allegations in the complaint, on March 6, 2015,
Plaintiffs Brian Congdon and Lisa Congdon, who are Iowa
citizens, purchased an all-inclusive travel package to Mexico
“through a telephone representative of
Cheapcaribbean.com.” See (Dkt. 1-1 at
¶¶ 1-2, 7). The package included airfare, ground
transportation from the Cancun airport to a resort, and a
stay at the resort. Id. at ¶¶ 8-13.
According to Plaintiffs, in the telephone call in which they
booked their trip, they were told that they were purchasing a
vacation package from Defendant Apple Vacations and that they
would be greeted by Apple Vacations representatives in
Mexico. Later, Plaintiffs were given “written
instructions” that upon arrival, they would be greeted
by representatives of Defendant Amstar DMC, S.A. Id.
at ¶¶ 11-12. When Plaintiffs arrived in Mexico on
June 10, 2015, they were indeed greeted by individuals who
Plaintiffs identified as representatives of all three
companies: Cheapcaribbean.com, Apple Vacations, and Amstar.
Id. at ¶ 27. Shortly before midnight,
Plaintiffs boarded a vehicle operated by an Amstar employee,
who Plaintiffs allege drove negligently in inclement weather
and crashed the vehicle into a building, injuring Plaintiffs.
Id. at ¶¶ 28-34. Plaintiffs allege that
the Amstar employee who drove the vehicle was also an agent
of the three other named defendants. Id. at 29.
filed a complaint alleging negligence, agency, and common law
fraud in Illinois state court against Defendants for both the
negligent driving of the vehicle and also for the
representations that Defendants would provide Plaintiffs with
“reliable and safe ground transportation.”
Id. at ¶¶ 297-302. Plaintiffs allege that
all four named Defendants are “doing business in all 50
states, including Cook County, Illinois” because they
either “engaged in the business of selling
all-inclusive travel packages via the internet and telephone
sales” or “advertis[ed] destination management
services and [sold] such services via the internet and
telephone sales in all 50 states.” Id. at
is a Delaware corporation with its primary place of business
in Addison Texas. See (Dkt. 12-1 at 7) (Affidavit of
S. Dumaine). Apple Vacations is a Delaware limited liability
company, whose sole member is ALG Integrated Holdings,
Corp.-a Delaware corporation with its principal place of
business in Pennsylvania. See (Dkt. 1 at ¶ 11);
see also (Dkt. 12-1 at 10) (Declaration of W.
Hopping). In addition, Apple Vacations is “registered
with the Illinois Secretary of State.” (Dkt. 1-1 at
¶ 4). Amstar is incorporated in the British Virgin
Islands with its principal place of business in the Dominican
Republic. See (Dkt. 12-1 at 2) (Declaration of E.
Rybicki). According to its president, Amstar “does no
business in Illinois.” Id. Finally, Plaintiffs
allege that Cheapcaribbean.com, Apple Vacations, and Amstar
are all operating subsidiaries of Apple Leisure Corporation,
and that Defendants constitute an “integrated travel
company doing business in all 50 states.” (Dkt. 1-1 at
¶¶ 9-10). Plaintiffs allege that Apple Leisure
Corporation is a Delaware corporation headquartered in
Pennsylvania. Id. at ¶ 5. However, documents
submitted with Defendants' filings indicate that Apple
Leisure Corporation, although it previously had existed under
Delaware law, entered void status as of March 1, 2000.
See (Dkt. 1-1 at 22); see also (Dkt. 25-1)
(Declaration of R. Campobasso & Ex. A). Despite this
fact, Plaintiffs appear to have served the registered agent
provided by the Delaware Secretary of State for Apple Leisure
Corporation. See (Dkt. 1-1 at 13-14).
Vacations and Cheapcaribbean.com removed the action to this
Court pursuant to 28 U.S.C. § 1441 on the basis of
diversity jurisdiction, 28 U.S.C. § 1332. Shortly
thereafter, Apple Vacations, Cheapcaribbean.com, and Amstar
moved to dismiss the complaint pursuant to Federal Rule of
Civil Procedure 12(b)(2) for lack of personal jurisdiction,
Rule 12(b)(3) for improper venue, and Rule 12(b)(5) for
improper service on Amstar. (Dkt. 12). Before responding to
Defendants' motion, Plaintiff moved to remand the case.
Plaintiffs' Motion to Remand
federal removal statute permits a defendant to remove a civil
action from state court when a district court has original
jurisdiction over the action.” Micrometl Corp. v.
Tranzact Techs., Inc., 656 F.3d 467, 470 (7th Cir. 2011)
(citing 28 U.S.C. § 1441(a)). The party invoking federal
jurisdiction has the burden of establishing that it exists.
See Schimmer v. Jaguar Cars, Inc., 384 F.3d 402, 404
(7th Cir. 2004) (a removing defendant must demonstrate
“reasonable probability that subject-matter
jurisdiction exists”). In deciding whether to remand a
case, the Court assumes the truth of the factual allegations
of the complaint unless they are contradicted by evidence
(such as affidavits) submitted by the defendant. Deb v.
Sirva, Inc., 832 F.3d 800, 808-09 (7th Cir. 2016).
Further, a plaintiff's choice of forum is presumed valid,
and the Court must resolve any doubts about jurisdiction in
favor of remand. See, e.g., Schur v. L.A. Weight Loss
Centers, Inc., 577 F.3d 752, 758 (7th Cir. 2009);
Doe v. Allied-Signal, Inc., 985 F.2d 908, 911 (7th
Cir. 1993) (“Courts should interpret the removal
statute narrowly and presume that the plaintiff may choose
his or her forum”); Schmude v. Sheahan, 198
F.Supp.2d 964, 966 (N.D. Ill. 2002) (“Generally, the
removal statute is strictly construed, with an eye towards
limiting federal jurisdiction”).
case, Defendants assert that the Court has jurisdiction based
on diversity of citizenship. See 28 U.S.C. §
1332(a). In order for jurisdiction to be founded on diversity
of citizenship, there must be complete diversity of
citizenship-i.e., no plaintiff can be a citizen of
the same state as any defendant. See LM Ins. Corp. v.
Spaulding Enters. Inc., 533 F.3d 542, 546 n.1 (7th Cir.
2008) (citing Strawbridge v. Curtiss, 7 U.S. (3
Cranch) 267 (1806)). In addition to the citizenship
requirement, the matter in controversy must exceed “the
sum or value of $75, 000, exclusive of interest and
costs.” 28 U.S.C. § 1332(a). Plaintiffs'
motion to remand presents four arguments, only two of which
are considered in detail below. These two arguments strike at
the core of the Court's jurisdiction over this matter:
that Defendants have not established either (1) complete
diversity among the parties or (2) the amount in
purpose of determining citizenship, a corporation is a
citizen of “every State and foreign state by which it
has been incorporated and of the State or foreign state where
it has its principal place of business.” 28 U.S.C.
§ 1332(c)(1); see also Hertz Corp. v. Friend,
559 U.S. 77, 93 (2010) (the phrase “principal place of
business” means the place where a corporation's
officers direct, control, and coordinate the
corporation's activities). A limited liability company is
deemed to share the citizenship of ...