Whitaker et al v. Bebop Channel Corporation Madavor Media, LLC et al
| Massachusetts District Court | |
| Judge: | Myong J Joun |
| Case #: | 1:24-cv-12371 |
| Nature of Suit | 190 Contract - Other Contract |
| Cause | 28:1441 Petition for Removal- Contract Dispute |
| Case Filed: | Sep 16, 2024 |
| Terminated: | Apr 22, 2025 |
| Last checked: Sunday Mar 16, 2025 5:07 AM EDT |
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Defendant
Bebop Channel Corporation Madavor Media, LLC
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Defendant
Gregory Charles Royal
120 East Main Street Unit 107
Ransey, NJ 07446 |
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Defendant
Sue Veres
a.k.a Sue Veres Royal 120 East Main Street Unit 107
Ransey, NJ 07446 |
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Plaintiff
Matthew Martinelli
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Represented By
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Plaintiff
Courtney Whitaker
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Represented By
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| Docket last updated: 5 hours ago |
| Tuesday, April 22, 2025 | ||
| 12 | 12
1
pgs
order
Order of Remand to State Court
Tue 04/22 11:31 AM
Judge Myong J. Joun: ORDER entered. ORDER OF REMAND to the State Court(SP) |
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order
Order on Motion to Remand Order on Motion for Summary Judgment
Tue 04/22 11:27 AM
Judge Myong J. Joun: ELECTRONIC ORDER entered Before me is Plaintiffs Courtney Whitaker and Matthew Martinelli?s (?Plaintiffs?) Motion to Remand. [Doc. No. 5]. For the reasons stated below, the Motion is GRANTED , and the case is remanded to state court. Defendants? Motion for Summary Judgment, [Doc. No. 7], is DENIED as moot. On October 5, 2023, Plaintiffs, citizens of Massachusetts, sued Defendants Bebop Channel Corporation, Madavor Media, LLC (?Madavor?), Gregory Charles Royal and Sue Veres Royal (?Defendants?) in Suffolk County Superior Court. [ See Doc. No. 2-2]. Plaintiffs bring state law claims against Defendants, including claims for breach of contract, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, and fraud. [ Id. at ¶¶ 43-78]. On September 16, 2024, Defendants removed the action to this court. [Doc. No. 2]. On September 18, 2024, Plaintiffs moved to remand. [Doc. No. 5]. A case removed from state court must be remanded ?[i]f at any time before final judgment it appears that the district court lacks subject matter jurisdiction.? 28 U.S.C. § 1447(c). ?The removal statute is strictly construed, and any doubts about the propriety of removal are resolved in favor of remand to the state forum.? Irabor v. Lufthansa Airlines , 427 F. Supp. 3d 222, 228 (D. Mass. 2019). Under 28 U.S.C. § 1332(a)(1), diversity jurisdiction exists only ?where the matter in controversy exceeds the sum or value of $75,000, exclusive of interest and costs, and is between citizens of different States.? ?This statutory grant requires complete diversity between the plaintiffs and defendants in an action.? Picciotto v. Continental Cas. Co. , 512 F.3d 9, 17 (1st Cir. 2008) (emphasis in original). Under 28 U.S.C. § 1331, federal-question jurisdiction extends to cases that arise ?under the Constitution, laws, or treaties of the United States.? 28 U.S.C. § 1331. ?To determine whether a claim arises under federal law, courts look to the ?well-pleaded? allegations of the complaint, ignoring potential defenses.? Irabor , 427 F. Supp. 3d at 230. See also Taylor v. Anderson , 234 U.S. 74, 75-76 (1914) (jurisdiction ?must be determined from what necessarily appears in the plaintiff's statement of his own claim in the bill or declaration, unaided by anything alleged in anticipation or avoidance of defenses which it is thought the defendant may interpose?). Defendants? stated grounds for removal are that (1) complete diversity of jurisdiction does not exist because Madavor has ceased operations in Massachusetts, discontinuing physical offices and employees as early as October, 2024, [Doc. No. 2 at ¶ 14], and therefore, the ?extent that Madavor has to claim a home state, it would be its state of incorporation, Delaware,? [Doc. No. 6 at 5], and; (2) because some of Plaintiffs? state law claims arise from Defendants? alleged failure to remove restrictions on Bebop stock, those claims are governed by federal securities laws such that there is federal question jurisdiction. [Doc. No. 2 at ¶ 15]. I find that federal question jurisdiction is not available here, because Plaintiffs have alleged purely state law claims, and any implication those claims may have on federal securities laws do not convert those claims into federal claims. Irabor , 427 F. Supp. 3d at 230 (citation omitted) (?Thus, the existence of a federal defense?including a defense that relies on the preemptive effect of a federal statute?normally does not create statutory ?arising under? jurisdiction, and a defendant may not [generally] remove a case to federal court unless the plaintiff's complaint establishes that the case ?arises under? federal law?). As to whether there is complete diversity jurisdiction, the First Circuit has not had an opportunity to provide guidance on whether an inactive corporation maintains a principal place of business for the purposes of diversity jurisdiction. Circuits are split on this question. See, e.g., Midlantic Nat. Bank v. Hansen , 48 F.3d 693, 696 (3d Cir. 1995) (adopting bright-line rule that ?as a general matter, an ?inactive? corporation (that is, a corporation conducting no business activities) has no principal place of business, and is instead a citizen of its state of incorporation only?); Wm. Passalacqua Builders, Inc. v. Resnick Devs. S., Inc. , 933 F.2d 131, 141 (2d Cir. 1991) (?[W]hen a corporation has ceased business activity, diversity jurisdiction under 28 U.S.C. § 1332(c) is determined not only by its state of incorporation, but also by the place it last transacted business... [t]o allow inactive corporations to avoid inquiry into where they were last active would give them a benefit Congress never planned for them, since under such a rule a defunct corporation, no matter how local in character, could remove a case to federal court based on its state of incorporation?). A corporation?s ?nerve center? or principal place of business is where ?a corporation's officers direct, control, and coordinate the corporation?s activities.? Hertz Corp. v. Friend , 559 U.S. 77, 92-93 (2010). Plaintiffs have sufficiently demonstrated, and Defendants have not rebutted, that Madavor?s only business location was in Braintree, Massachusetts, and is therefore Madavor?s nerve center. [ See Doc. No. 5 at 5]. This district has held that application of the nerve center test ?accords with the intent of the Supreme Court to establish ?straightforward rules? under which district courts ?can readily assure themselves of their power to hear a case?... the Supreme Court evinced no intention to apply a different test to less active corporations.? First State Ins. Co. v. XTRA Corp. , 583 F. Supp. 3d 313, 317 (D. Mass. 2022). First State denied a motion to remand where the nerve center test compelled the conclusion that the company was a citizen of Missouri, rather than Massachusetts, because that company had not conducted business in Massachusetts for 25 years. Id. at 315. In so holding, the court relied on other cases where the corporation at issue had been inactive for several years. See Harris v. Black Clawson Co. , 961 F.2d 547, 551 (5th Cir. 1992) (adopting a rule to be applied on a case by case basis, that ?where a corporation has been inactive in a state for a substantial period of time, in this case five years, that state is not the corporation's principal place of business?); Holston Invs., Inc. B.V.I. v. LanLogistics Corp. , 677 F.3d 1068, 1071 (11th Cir. 2012) . Because Madavor?s nerve center is in Massachusetts, and unlike in First State , Madavor?s business has only been inactive for a little under a year, I find that complete diversity of the parties does not exist for the purposes of diversity jurisdiction. (SP) |
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| Tuesday, October 29, 2024 | ||
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misc
Filing Fee/Payment Received
Tue 10/29 12:58 PM
Filing fee/payment: $ 405.00, receipt number Rcpt. No: 100009469 for2 Notice of Removal, (O'Connor, Lilian) |
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| Thursday, October 10, 2024 | ||
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order
Order on Motion to Stay
Thu 10/10 1:43 PM
Judge Myong J. Joun: ELECTRONIC ORDER entered GRANTING 8 Motion to Stay (Phillips, Sophie) |
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| Monday, September 23, 2024 | ||
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motion
Stay
Mon 09/23 4:12 PM
MOTION to Stay by Matthew Martinelli, Courtney Whitaker.(Postl, John) |
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| Friday, September 20, 2024 | ||
| 7 | 7
motion
Summary Judgment
Fri 09/20 3:22 PM
MOTION for Summary Judgment by Gregory Charles Royal, Sue Veres.(Phillips, Sophie) |
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Att: 1
Exhibit A,
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Att: 2
Exhibit B
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respm
Opposition to Motion
Fri 09/20 3:20 PM
Opposition re5 MOTION to Remand filed by Gregory Charles Royal, Sue Veres. (Phillips, Sophie) |
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| Wednesday, September 18, 2024 | ||
| 5 | 5
motion
Remand
Wed 09/18 6:18 PM
MOTION to Remand by Matthew Martinelli, Courtney Whitaker.(Postl, John) |
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| Monday, September 16, 2024 | ||
| 4 | 4
notice
Certified Copy of Notice of Removal Provided to Defense Counsel
Tue 09/17 9:04 AM
Certified Copy of Notice of Removal Provided to Gregory and Sue Royal by mail. (Cooke, Melonie) |
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| 3 | 3
notice
Notice of Case Assignment
Mon 09/16 4:10 PM
ELECTRONIC NOTICE of Case Assignment. Judge Myong J. Joun assigned to case. If the trial Judge issues an Order of Reference of any matter in this case to a Magistrate Judge, the matter will be transmitted to Magistrate Judge Donald L. Cabell. (Kinsella, Jaylannie) |
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| 2 | 2
notice
Notice of Removal
Mon 09/16 3:52 PM
NOTICE OF REMOVAL by Gregory Charles Royal, Sue Veres from Suffolk County Superior Court, case number 2384-CV-2261. (Cooke, Melonie) |
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cmp
Complaint
Mon 09/16 3:47 PM
COMPLAINT against Gregory Charles Royal, Bebop Channel Corporation Madavor Media, LLC, Sue Veres, filed by Matthew Martinelli, Courtney Whitaker. (Cooke, Melonie) |
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Att: 1
Civil Cover Sheet,
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Att: 2
Exhibit
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