21 F.3d 420 (1st Cir. 1994), 93-2263, Surfact, Inc. v. South Pearl Chemical, Inc.

Docket Nº:93-2263
Citation:21 F.3d 420
Party Name:SURFACT, INC., Plaintiff, Appellant, v. SOUTH PEARL CHEMICAL, INC., Defendant, Appellee.
Case Date:March 31, 1994
Court:United States Courts of Appeals, Court of Appeals for the First Circuit
 
FREE EXCERPT

Page 420

21 F.3d 420 (1st Cir. 1994)

SURFACT, INC., Plaintiff, Appellant,

v.

SOUTH PEARL CHEMICAL, INC., Defendant, Appellee.

No. 93-2263

United States Court of Appeals, First Circuit

March 31, 1994

Editorial Note:

This opinion appears in the Federal reporter in a table titled "Table of Decisions Without Reported Opinions". (See FI CTA1 Rule 36 regarding use of unpublished opinions)

Appeal from the United States District Court for the District of Puerto Rico [Hon. Gilberto Gierbolini, U.S. District Judge ]

David Efon and Kevin G. Little on brief for appellant.

Gloria L. Lebron Nieves and Cobian & Valls, on brief for appellee.

D. Puerto Rico

AFFIRMED.

Before Breyer, Chief Judge. Selya and Boudin, Circuit Judges.

Per Curiam.

Appellant Surfact, Inc., a Florida corporation, appeals the dismissal for lack of diversity jurisdiction of its action against appellee, South Pearl Chemical, Inc. We affirm.

I

On February 1, 1988, appellant Surfact, entered into an exclusive dealership agreement with South Pearl Chemical, Inc. According to appellant, the agreement was illegally terminated on January 31, 1990, in violation of Puerto Rico Law 75, 10 L.P.R.A. § 278. Appellant brought suit in the United States District Court for the District of Puerto Rico and invoked diversity jurisdiction pursuant to 28 U.S.C. § 1332. Appellee in turn moved to dismiss for lack of diversity. A magistrate judge issued a report and recommendation that the motion for dismissal be granted because both parties to the agreement were Florida corporations. The district court affirmed.

II

The dispute in this case arises out of the fact that there have been two corporations with the name "South Pearl Chemical, Inc." One corporation [South Pearl Puerto Rico] was incorporated in 1984 in the Commonwealth of Puerto Rico. South Pearl Puerto Rico amended its corporate charter in July 1987 to change its corporate name to Ole South Pearl Chemical, Inc. The other corporation [South Pearl Florida] was incorporated in 1987 in the state of Florida. In May 1987, Ole South Pearl transferred all its "assets and business" to South Pearl Florida in exchange for 800 shares of South Pearl Florida common stock. 1 However, the corporations remained separate entities. The exclusive dealership agreement between Surfact and South Pearl Chemical, Inc. was entered...

To continue reading

FREE SIGN UP