101 F.3d 57 (7th Cir. 1996), 96-1089, Guaranty Nat. Title Co., Inc. v. J.E.G. Associates

Docket Nº:96-1089.
Citation:101 F.3d 57
Party Name:GUARANTY NATIONAL TITLE COMPANY, INC., Plaintiff-Appellant, v. J.E.G. ASSOCIATES, Defendant-Appellee.
Case Date:November 15, 1996
Court:United States Courts of Appeals, Court of Appeals for the Seventh Circuit

Page 57

101 F.3d 57 (7th Cir. 1996)

GUARANTY NATIONAL TITLE COMPANY, INC., Plaintiff-Appellant,

v.

J.E.G. ASSOCIATES, Defendant-Appellee.

No. 96-1089.

United States Court of Appeals, Seventh Circuit.

November 15, 1996

Argued Oct. 25, 1996.

Page 58

Michael W. Rathsack (argued), Chicago, IL, for Plaintiff-Appellant.

David J. Fischer, Bradley F. Simon (argued), Wildman, Harrold, Allen & Dixon, Chicago, IL, for Defendant-Appellee.

Before POSNER, Chief Judge, and EASTERBROOK and ROVNER, Circuit Judges.

EASTERBROOK, Circuit Judge.

Serving as the escrow agent for the sale of an apartment and office complex in King of Prussia, Pennsylvania, Guaranty National Title Company withheld $9,650 to ensure payment of a transfer tax. After J.E.G. Associates, the buyer, verified that it had paid the tax, Guaranty remitted the retained sum. Unfortunately, someone added a zero, and J.E.G. received $96,500. It kept mum about the excess, and when Guaranty eventually discovered the discrepancy and demanded repayment, J.E.G. refused. It concedes that Guaranty owed it only $9,650 and that the rest is a windfall. But when Guaranty sued, J.E.G. pleaded the statute of limitations. This the district judge held to be a good defense, although he also concluded that J.E.G.'s silence after the receipt of the overpayment, coupled with its refusal to make restitution, showed that its principals were, well, unprincipled--a slimy bunch whose name should be mud in the commercial world. The judge wrapped up: "The only justice that can come in this case will have to come from the marketplace, where other business entities may shun JEG upon hearing news of its rather unscrupulous course of dealings."

Guaranty initiated this case under the diversity jurisdiction, 28 U.S.C. § 1332. Its brief on appeal states that it is incorporated and has its principal place of business in Illinois. According to the brief, J.E.G. Associates "is a limited partnership whose principal place of business is in Massachusetts. The partners are all citizens of the State of Massachusetts." J.E.G.'s brief avers that Guaranty's jurisdictional statement "is complete and correct." Guaranty's brief also includes the complaint, which says only: "Defendant, JEG, is a limited partnership whose principal place of business is in Boston, Massachusetts." It does not allege the identity and citizenship of the partners, vital bits of information because a limited partnership has the citizenships of each partner, general and limited. Carden v. Arkoma Associates, 494 U.S. 185, 110 S.Ct. 1015, 108 L.Ed.2d 157 (1990). J.E.G.'s pleadings do not contain any information bearing on the partners' identity and citizenship; the remainder of the record is equally silent. So the record as it stood in the district court did not support the assertion of federal jurisdiction. The statement in Guaranty's brief, if true, would suffice-but the lack of detail led us to require the parties to file additional jurisdictional memoranda. At oral argument we told counsel that it is essential to put into the record the name and citizenship of each partner.

According to the joint statement the parties filed in response, J.E.G. Associates has two general and three limited partners. We reproduce the critical language verbatim:

General Partners: Metropolitan Financial Group, Inc. (incorporated in Massachusetts, with its principal place of business in Massachusetts)

VVA Corporation (incorporated in Massachusetts, with its...

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