Ex. 1). Without explaining why an affidavit by Prolease's
general counsel is relevant to the issue of Prolease Atlantic's principal
place of business, Defendants rely on Mr. Todd's statement that
"management of Prolease's Atlantic's day-to-day operations is undertaken
by Audrey Buell . . . who works at Prolease Atlantic's [Pennsylvania]
office and is responsible for all aspects of servicing Prolease
Atlantic's clientele." (Id., ¶ 10). This statement holds no weight
since it was directly contradicted by the testimony of Audrey Buell and
other evidence adduced at the hearing. Mr. Todd's only other assertions
that have relevance to this Court's determination of Prolease Atlantic's
principal place of business do not deal with Prolease Atlantic's
production or service activities, but address the secondary issues of
consideration such as the location of Prolease Atlantic's office and
2. Consideration of Secondary Factors
As mentioned earlier, when applying the "center of corporate
activities" test, in addition to the operations and services provided by
a corporation, a Court may also consider such other relevant factors as:
(1) the location of the physical plants and the like; (2) the location of
corporate assets; and (3) the location of employees. Kelly, 284 F.2d at
854. It is primarily these factors upon which Defendants rely to argue
that Prolease Atlantic's principal place of business is located in
Pennsylvania. In regards to these factors, Mr. Todd's affidavit states
the following: (1) "Prolease Atlantic does not maintain any offices apart
from its office in . . . Pennsylvania"; (2) "[a]ll of Prolease Atlantic's
tangible assets (including, but not limited to, Prolease Atlantic's
furniture, office equipment, computers, etc.) are located in its . . .
Pennsylvania office"; and (3) "[a]ll of Prolease Atlantic's internal
administrative employees are employed within the Commonwealth of
Pennsylvania." (Defs.' Mot. to Dismiss, Ex. 1 ¶¶ 6-8). Just as Mr.
Todd's assertion that the management of Prolease's Atlantic's day-to-day
operations occurs within Pennsylvania has been directly contradicted,
these statements are also directly contradicted by the evidence adduced
by the Plaintiffs. Based on Mr. Todd's affidavit, the Defendants would
have us believe that Prolease Atlantic operates its business strictly
within the boundary lines of Pennsylvania. However, in light of the facts
of record, it appears that Prolease Atlantic not only has another
location in Maryland, but this location plays the central role in the
day-to-day operations of its business.
After considering all the facts on this record, the Court concludes
that, at the time of the commencement of this action, Prolease Atlantic's
principal place of business was located in Maryland, not Pennsylvania.
Under the "center of corporate activities" test, the Court finds that
Maryland was the "headquarters of day-to-day corporate activity and
management" of Prolease Atlantic. Kelly, 284 F.2d at 854. Since the Court
has determined that Maryland is Prolease Atlantic's principal place of
business, it follows that Prolease Atlantic is thereby deemed a citizen
of Maryland. 28 U.S.C. § 1332(c)(1). As a result of finding that
Prolease Atlantic is a Maryland citizen, complete diversity exists
between the parties. Accordingly, this Court has subject matter
jurisdiction over this action based on complete diversity.
An appropriate Order follows.
AND NOW, this 13th day of March, 2002, upon consideration of
Defendants' Motion to Dismiss for Lack of Subject Matter Jurisdiction
(Dkt. No. 48), and any
Response thereto, it is hereby ORDERED that the Motion is DENIED.
BY THE COURT.