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Joseph L. Agostini, et al. v. Piper Aircraft Corporation

February 29, 2012

JOSEPH L. AGOSTINI, ET AL.
v.
PIPER AIRCRAFT CORPORATION, ET AL.



The opinion of the court was delivered by: McLaughlin, J.

MEMORANDUM

This case was brought by the plaintiffs in the Court of Common Pleas of Philadelphia County on November 10, 2011, as a wrongful death and survival action arising from an aircraft accident occurring near West Palm Beach, Florida, on November 11, 2010 and resulting in the deaths of the plaintiffs' decedents. The case was removed to this Court on November 16, 2011 on the basis of diversity jurisdiction. The plaintiffs have moved to remand the case to state court for lack of jurisdiction. The Court will grant the plaintiffs' motion because it finds that the defendants have not met their burden of demonstrating that the defendant AVCO Corporation's principal place of business is not in Pennsylvania.

I. Background

The plaintiffs, Joseph & Suellen Agostini and Douglas & Sharon Henegar, are citizens of Pennsylvania and Arkansas. They have brought claims against the manufacturers of the airplane involved in the accident and various of its components, sounding in state law, for strict tort and products liability, breach of warranty, breach of contract, and negligence.

One defendant, Textron, Inc., removed the action to this Court, asserting that complete diversity exists between the parties, and the other defendants consented to removal. The Notice of Removal asserts that the principal place of business of the defendant AVCO Corporation is in Massachusetts, where AVCO's headquarters is located, and not in Pennsylvania as asserted by the complaint. The parties do not dispute the citizenship of defendants other than AVCO or that all other defendants are citizens of different states from the plaintiffs. Resolution of the instant motion thus depends on whether AVCO's principal place of business is located in Pennsylvania or in Massachusetts.

In support of their argument that AVCO's principal place of business is in Massachusetts, the defendants offered the declaration of AVCO's corporate secretary responsible for the maintenance of the governance books and records. See Declaration of Ann T. Willaman, AVCO Opp. Ex. H ("Willaman Decl.").

Pursuant to that declaration, AVCO avers a number of facts regarding its structure as well as its presence in Massachusetts. AVCO is a wholly-owned subsidiary of Textron Inc., has an unincorporated operating division (Lycoming Engines), and wholly owns a number of other subsidiary corporations. Since AVCO moved from Rhode Island in February, 2011, AVCO's headquarters and administrative offices have been located at 201 Lowell Street, Wilmington, Massachusetts ("201 Lowell"). AVCO keeps its corporate governance and financial books and records at 201 Lowell. Willaman Decl. ¶¶ 4-7, 10-11.

On May 10, 2011, the most recent Annual Meeting of the Sole Shareholder of AVCO (Textron) was held at 201 Lowell, during which W. Robert Kemp, Frederick M. Strader, and Robert J. Sullivan were elected directors of the corporation. All three individuals are located in Wilmington, Massachusetts. On the same date and in the same office, these individuals held a meeting of AVCO's Board of Directors, during which eighteen individuals were elected as officers of AVCO. Currently, eight officers are located in Wilmington, Massachusetts, three are located in Rhode Island, two are located in Pennsylvania, two are located in Maryland, and one each is located in the District of Columbia and Texas. The senior officers of AVCO possess the responsibility of setting corporate policy. AVCO's President, Frederick Strader, or his senior staff must approve business decisions for AVCO and its subsidiaries that exceed a specified dollar amount. Id. ¶¶ 14-18, 20-27, 29-30.

During the meeting of the Board on May 10, 2011, a resolution was adopted empowering "the President or any Vice President of AVCO" to appoint Lycoming Engines employees to execute documents relevant to the Lycoming business on behalf of AVCO. These documents include "contracts, agreements, purchase orders, bids, bonds, applications, reports, certificates, affidavits or other documents or instruments relative to or in connection with any work, property, purchase, contract, service or production of any kind which may be directly or indirectly carried on or performed by the Lycoming Engines Division of the Corporation." Id. ¶¶ 31-32. Four officers of the Lycoming Engines division were appointed and given designated as signatories pursuant to the resolution. Id. Ex. 6.

In their Motion to Remand, the plaintiffs argue that the only business AVCO conducts is through Lycoming Engines in Williamsport, Pennsylvania, and that the activity of the subsidiaries AVCO owns must be ignored for purposes of the determining AVCO's principal place of business. They argue that the activity AVCO conducts in Massachusetts is largely pro forma and has only consisted of the 2011 board meeting and delegation of power discussed above. The plaintiffs offer a number of other factual arguments in support of their contention that AVCO's principal place of business is in Pennsylvania. Among the factual averments that the defendants have not disputed are as follows:

Oliver Street, Williamsport, Pennsylvania, with a number of buildings owned by an entity named Textron Lycoming Williamsport. Pls.' Mot. Ex. 8. C At this address is a piston engine plant, which employs the majority of the over four hundred C Lycoming Engines has a physical address of 652 individuals employed by Lycoming in Pennsylvania. Id. Ex. 11, 13-14; see also Willaman Decl. ¶ 33. C The design, manufacture, and shipping of Lycoming piston engines occurs at the Williamsport plant, which is also where AVCO coordinates Lycoming's outside communication, financing, accounting, and intellectual property efforts, among other activities.

C As suggested by the Willaman Declaration, the business of AVCO is "the manufacture, design, . . . and sale of piston engine aircraft. Avco Corporation is also the parent of a number of wholly owned subsidiaries that manufacture a variety of products." Deposition of Ann T. Willaman, Miller v. Piper Aircraft, Inc., No. 08-2760, Pls.' Reply Ex. D at 67:21-68:2.

II. Discussion

The plaintiffs, in their complaint and on their Motion to Remand, assert that the defendant AVCO is a corporation with its principal place of business in Williamsport, Pennsylvania. The defendants argue that AVCO's principal place of business is located in Wilmington, Massachusetts, where its headquarters and many of its senior officers are located. Because the Court concludes that the actual center of direction, control, and ...


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