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Vantage Drilling Co. v. Su

United States Court of Appeals, Fifth Circuit

January 7, 2014

VANTAGE DRILLING COMPANY, Plaintiff-Appellant,
v.
HSIN-CHI SU, also known as Nobu Su, Defendant-Appellee.

Robin C. Gibbs, Gibbs & Bruns, L.L.P., Julian Fertitta, III, Esq., Grimes & Fertitta, P.C., Vidal Gregory Martinez, Martinez Partners, L.L.P., Richard Warren Mithoff, Jr., Esq., Mithoff Law Firm, David Michael Sheeren (argued), Esq., Gibbs & Bruns, L.L.P., Houston, TX, for Plaintiff-Appellant.

Yvonne Y. Ho (argued), Esq., Bradley Jason Benoit, Bryan S. Dumesnil, Ralph Denneth McBride, Jeffrey L. Oldham, Bracewell & Giuliani, L.L.P., Houston, TX, for Defendant-Appellee.

Appeal from the United States District Court for the Southern District of Texas.

Before HIGGINBOTHAM, OWEN, and HIGGINSON, Circuit Judges.

PER CURIAM:

Plaintiff-Appellant Vantage Drilling Company (Vantage) is incorporated in the Cayman Islands, with its principal place of

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business in Texas. Defendant-Appellee Hsin-Chi Su is a Taiwanese citizen. Vantage sued Su in Texas state court on various state law claims arising from Su's role as a director of Vantage from 2008 to 2011. After Su removed the case to federal district court on the basis of diversity jurisdiction, Vantage moved for remand, which the district court denied. Vantage appeals the district court's denial of remand. Because Vantage is a corporation with foreign citizenship and Su is a foreign citizen, we reverse and remand with instructions that the district court remand this case to the state court from which it was removed.

I

Vantage is an offshore drilling contractor that provides drilling units, related equipment, and work crews to major oil and natural gas companies around the world. Vantage is incorporated in the Cayman Islands, with its principal place of business in Texas. Su served on Vantage's board of directors from June 2008 to April 2011. Su is a Taiwanese citizen. In August 2012, Vantage filed suit against Su in Texas state court for: breach of fiduciary duty; fraud, fraudulent inducement, and negligent misrepresentation; and unjust enrichment. Vantage sought damages, the imposition of a constructive trust on all profits or benefits obtained by Su, and a full accounting for all such profits and benefits.

Su timely removed the case to federal district court on the basis of diversity jurisdiction, alleging that diversity of citizenship existed by virtue of Vantage's Texas citizenship and Su's Taiwanese citizenship, and that the amount in controversy requirement of 28 U.S.C. § 1332(a) was satisfied because the profits and benefits obtained by Su and sought by Vantage included approximately 100 million shares of Vantage stock and tens of millions of dollars in loans and cash. Vantage moved for remand, arguing that Vantage's Cayman Island's incorporation and Su's Taiwanese citizenship destroyed diversity jurisdiction because of the presence of aliens on both sides of the litigation.

The district court denied Vantage's motion to remand. It agreed that Vantage had dual citizenship, one of which was foreign, and that Su was a foreign citizen. However, it concluded that complete diversity was lacking only between Su and " one aspect of the single plaintiff with dual citizenship," and not Su and Vantage as parties. Noting that Vantage has no employees or operations in the Cayman Islands and that its headquarters and primary operations are in Texas where it " hires local workers, buys local supplies, rents local buildings, donates to local charities, and serves local customers," the district court concluded that Vantage was " fully Texan" and that Su, as a " fully foreign party," might face parochialism in a state court. Analogizing to human citizens for whom " [r]emoval is proper if the dual national's dominant nationality is American irrespective of its other affiliations," the district court held that Vantage could not " rely[ ] on its foreign charter to avoid a national court despite the predominant reality of its existence."

Vantage filed a petition for permission to appeal the district court's order denying remand, which was denied due to the district court's failure to properly certify the order for appeal under 28 U.S.C. § 1292(b). Following an amended order from the district court certifying the denial of remand for interlocutory appeal, Vantage filed a second petition for permission to appeal the district court's order, which we granted. This interlocutory appeal followed.

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II


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