issue. See Gotha v. United States, 115 F.3d 176, 179 (3d Cir.
1997). Consequently, plaintiff must present "affidavits or other
competent evidence that jurisdiction is proper." See Dayhoff,
Inc. v. H.J. Heinz Co., 86 F.3d 1287, 1302 (3d Cir. 1996). Where
the complaint and affidavits are relied upon to satisfy its
burden, the plaintiff succeeds by making a prima facie showing
that jurisdiction exists. See Friedman v. Israel Labour Party,
957 F. Supp. 701, 706 (E.D.Pa. 1997). "Factual discrepancies
created by affidavits are generally resolved in favor of the
nonmoving party." Id.; see also Carteret Savings Bank v.
Shushan, 954 F.2d 141, 142 n. 1 (3d Cir. 1992).
All factual and legal issues must be addressed as
jurisdictional issues, rather than on their merits. See White v.
United States Gov't Dep't of Treasury, 969 F. Supp. 321, 323
(E.D.Pa. 1997) (citing Growth Horizons, Inc. v. Delaware
County, 983 F.2d 1277 (3d Cir. 1993)). Under Rule 12(b)(1),
dismissal is proper only if "the claim clearly appears to be
immaterial and made solely for the purpose of obtaining
jurisdiction or . . . is wholly insubstantial and frivolous."
Kehr Packages, Inc. v. Fidelcor, Inc., 926 F.2d 1406, 1409 (3d
Cir. 1991) (quoting Bell v. Hood, 327 U.S. 678, 682, 66 S.Ct.
773, 90 L.Ed. 939 (1946)).
Plaintiff alleges that defendant is a citizen of North Carolina,
the state in which it is located by organization certificate*fn4
and in which it maintains its principal place of business. See
Amend. Compl. ¶ 2. Defendant counters that it is a citizen of
each state in which it operates a branch bank, which would
include Pennsylvania. See Defs. Mot. at 9. The argument turns
on the meaning of the word "located" under 28 U.S.C. § 1348
(1994), which provides that national banks are "deemed citizens
of the States in which they are respectively located." See id.
I. DIVERSITY OF CITIZENSHIP MUST BE COMPLETE.
"[F]ederal courts are courts of limited jurisdiction." See
Kokkonen v. Guardian Life Ins. Co. of America, 511 U.S. 375,
377, 114 S.Ct. 1673, 128 L.Ed.2d 391 (1994). Federal courts have
"diversity" jurisdiction over cases and controversies between
citizens of different states for a necessary amount in
controversy. See 28 U.S.C. § 1332(a)(1); Brown v. Francis,
75 F.3d 860, 865 (3d Cir. 1996). The rule means that no plaintiff
may be a citizen of the same state as any defendant. See
Strawbridge v. Curtiss, 7 U.S. (3 Cranch) 267, 267, 2 L.Ed. 435
(1806), overruled on other grounds by, Louisville, Cincinnati &
Charleston R.R. Co. v. Letson, 43 U.S. 497, 555-56, 2 How. 497,
11 L.Ed. 353 (1844) (regarding corporate citizenship); Mennen
Co. v. Atlantic Mut. Ins. Co., 147 F.3d 287, 290 (3d Cir. 1998).
Thus, diversity jurisdiction does not exist if plaintiff and
defendant each are citizens of Pennsylvania. See Mennen, 147
F.3d at 290; Kelly v. United States Steel Corp., 284 F.2d 850,
854 (3d Cir. 1960).
A. Citizenship of Plaintiff and State Corporations.
Ordinarily, corporate citizenship is defined by
28 U.S.C. § 1332, which makes corporations citizens of states in which they
are incorporated and also of the state in which they maintain
their principal place of business. See § 1332(c)(1). Plaintiff
is incorporated in Pennsylvania and maintains its principal place
of business in Pennsylvania. See Amend. Compl. ¶ 1.
Consequently, plaintiff is a Pennsylvania citizen.
B. Citizenship of Defendant and National Banks.
The citizenship of a national bank is addressed specially in
28 U.S.C. § 348, which provides that national banks are "citizens of
the States in which they are respectively located." See
28 U.S.C. § 1348 (1994). A national bank has no state of
incorporation. See Berkowitz v. Midlantic Corp., No.
90-CV-1811, 1997 WL 452206, *4 (D.N.J. July 18, 1997). Rather, a
national bank is incorporated by the federal government. See
12 U.S.C. § 24 (1994 & Supp. 1999). To incorporate, a national bank
must file an organization certificate stating, among other
things, the place where the bank's "operations of deposit and
discount are to be carried on." See 12 U.S.C. § 22 & 24
(1994). Once so incorporated, a national bank may now establish
both intra-state and interstate branches, subject to limitation.
See 12 U.S.C. § 36 (1994 & Supp. 1999).
At the time of suit, defendant had branches in Pennsylvania.
See Defs. Ans. ¶ 7; Nagel Aff. ¶ 3. Based on the following
analysis, I conclude that those branches do not make defendant a
citizen of Pennsylvania.
II. UNDER § 1348, A NATIONAL BANKING ASSOCIATION IS A CITIZEN OF
THE STATE OF ITS PRINCIPAL PLACE OF BUSINESS.
Resolution of defendant's motion requires construction of
statutory law. Jurisdiction in suits by or against a national
bank is provided in § 1348 as follows:
The district courts shall have original jurisdiction
of any civil action commenced by the United States,
or by direction of any officer thereof, against any
national banking association, any civil action to
wind up the affairs of any such association, and any
action by a banking association established in the
district for which the court is held, under chapter 2
of Title 12, to enjoin the Comptroller of the
Currency, or any receiver acting under his direction,
as provided by such chapter.
All national banking associations shall, for the
purposes of all other actions by or against them, be
deemed citizens of the States in which they are
28 U.S.C. § 1348 (emphasis added).