Gentry v. Sikorsky Aircraft Corp.

• Decision Date: 22 April 2019
• Docket Number: CIVIL ACTION No. 18-1326
• Citation: 383 F.Supp.3d 442
• Parties: Angela K. GENTRY, Individually, and as Executrix of the Estate of Troy Lee Gentry, Deceased, Plaintiff, v. SIKORSKY AIRCRAFT CORPORATION et al., Defendants.
• Court: U.S. District Court — Eastern District of Pennsylvania

383 F.Supp.3d 442

Angela K. GENTRY, Individually, and as Executrix of the Estate of Troy Lee Gentry, Deceased, Plaintiff,

v.SIKORSKY AIRCRAFT CORPORATION et al., Defendants.

CIVIL ACTION No. 18-1326

United States District Court, E.D. Pennsylvania.

Filed April 22, 2019

Arthur Alan Wolk, Wolk & Genter, Michael S. Miska, The Wolk Law Firm, John Joseph Gagliano, Philadelphia, PA, for Plaintiff.

John C. McMeekin, Susan M. Dean, Rawle & Henderson LLP, Philadelphia, PA, Paul N. Bowles, III, Ralph V. Pagano, Fitzpatrick Hunt Tucker Collier Pagano Aubert LLP, New York, NY, for Defendants.

AMENDED MEMORANDUM

GENE E.K. PRATTER, United States District Judge

Following a helicopter crash that killed her husband, Angela Gentry initiated this lawsuit in Pennsylvania state court against a handful of companies that were allegedly responsible for the helicopter's defects. The defendants removed the case to federal court, and Ms. Gentry now seeks to remand.

Although Ms. Gentry has sought to cast a wide net in developing the record on this Motion to Remand, the primary issues before the Court are narrow: (1) whether the Court has subject matter jurisdiction, and (2) whether the case was properly removed from state court. There is some confusion among the parties, however, about how the Court determines the defendants' citizenship—which is a necessary component of the Court's jurisdiction and removal analysis.

The test for ascertaining corporate citizenship is set forth in the Supreme Court's decision in Hertz Corp. v. Friend , 559 U.S. 77, 130 S.Ct. 1181, 175 L.Ed.2d 1029 (2010). Under Hertz , a corporation is a citizen of both (1) its state of incorporation, and (2) the state where the company keeps its "nerve center," i.e., the sole location where the corporation's high-level officers direct, control, and coordinate the corporation's activities. Ms. Gentry focuses her citizenship analysis on each defendant's corporate activities with respect to this action. That approach misreads Hertz , conducting an analysis more akin to specific personal jurisdiction , which requires that a suit arise out of or relate to a defendant's contacts with the forum. See, e.g., Bristol-Myers Squibb Co. v. Superior Court of California, San Francisco Cty. , ––– U.S. ––––, 137 S. Ct. 1773, 198 L.Ed.2d 395 (2017).

As set forth in this Memorandum, after a proper application of Hertz , the Court concludes that it has diversity subject matter jurisdiction over this case and that removal was properly executed. The Motion to Remand is therefore denied. Separately, the Court also grants the defendants' Motion to Strike an attorney affidavit included in Ms. Gentry's Supplement in Support of the Motion to Remand.

BACKGROUND

On September 8, 2017, Troy Lee Gentry, one half of the popular country music duo Montgomery Gentry, was killed in a helicopter crash at Flying W Airport in New Jersey. The crash occurred after the aircraft's throttle cable jammed, resulting in engine failure. Although the pilot attempted a maneuver that could have allowed the helicopter to land safely, various mechanical issues undermined the emergency landing. All onboard died in the crash.

No doubt unbeknownst to Mr. Gentry, about a year prior to the crash, the throttle cable in that particular helicopter—a Schweitzer Model 269C—had broken. The replacement parts were not directly available from the manufacturer, and so the owner of the at-issue helicopter (who is not a party to this action) contracted with a third-party (also not a party to this action) to manufacture a replacement throttle cable. The helicopter involved in the accident operated normally between November 2016 and September 2017, up until the crash that killed Mr. Gentry.

After her husband's death, Angela Gentry sued the following entities or company names:

I. "Sikorsky Aircraft Corporation"

Sikorsky Aircraft Corporation designs and manufactures helicopters and other aircrafts, including the at-issue model, the Model 269.¹ The complaint alleges that Sikorsky Aircraft Corporation is incorporated in Connecticut and has its principal place of business in Pennsylvania. The defendants dispute both of these allegations and have submitted affidavits and evidence showing that Sikorsky Aircraft Corporation is incorporated in Delaware and has its principal place of business and corporate headquarters in Connecticut. According to Ms. Gentry, Sikorsky Aircraft Corporation engages in manufacturing operations in Pennsylvania, including operations relevant to the Model 269 helicopter.

II. "Keystone Helicopter Corporation," "Sikorsky Global Helicopters, Inc.," and "Keystone Helicopter Corporation (n/k/a Sikorsky Global Helicopters, Inc.)"

Keystone Helicopter Corporation was incorporated in Pennsylvania on July 31, 1961. On October 3, 2011, Keystone Helicopter Corporation changed its name, via articles of amendment, to Sikorsky Global Helicopters, Inc. On January 1, 2015, Sikorsky Global Helicopters, Inc. merged with Helicopter Support, Inc.² Helicopter Support, Inc. was the surviving entity; it is incorporated in Connecticut and has its principal place of business in Connecticut. After the merger, Helicopter Support, Inc. registered the fictitious name "Sikorsky Global Helicopters, Inc." in Pennsylvania, pursuant to the Pennsylvania Fictitious Names Act, 54 Pa.C.S.A. § 301.³ III. "Keystone Helicopter Holdings, Inc." and "Keystone Helicopter Holdings, Inc., A Lockheed Martin Company"

The complaint alleges that Keystone Helicopter Holdings, Inc. is a Pennsylvania corporation with its principal place of business in Pennsylvania. But the defendants assert—and submit evidence showing—that Keystone Helicopter Holdings, Inc. is a holding company incorporated in Delaware with its principal place of business in Connecticut. Keystone Helicopter Holdings, Inc. filed a "foreign registration statement" with the Pennsylvania Department of State, which allows the company to do business in Pennsylvania. According to the defendants, Keystone Helicopter Holdings, Inc.'s sole purpose is to hold other companies. It is not an operating company and instead allegedly owns all or a portion of three other companies. It is not clear from the record what companies Keystone Helicopter Holdings, Inc. owns.

According to the complaint, Keystone Helicopter Holdings, Inc., A Lockheed Martin Company is a Pennsylvania corporation with its principal place of business in Pennsylvania. But the record shows that Keystone Helicopter Holdings, Inc. registered the fictitious name "Keystone Helicopter Holdings, Inc., A Lockheed Martin Company" in Pennsylvania, pursuant to the Pennsylvania Fictitious Names Act, 54 Pa.C.S.A § 301.

PROCEDURAL HISTORY

On March 29, 2018, the defendants removed this case to federal court pursuant to the Court's diversity and federal question jurisdiction.⁴ Ms. Gentry timely moved to remand. On November 9, 2018, months after the close of briefing on the Motion to Remand, Ms. Gentry moved for leave to file two sur-reply submissions in support of the remand motion.⁵ After the defendants filed a brief in opposition, the Court denied Ms. Gentry's motion for leave and struck the sur-reply submissions from the record, holding that the materials were untimely and, in any event, did not respond to a new argument (as is required of sur-replies).

The Court held oral argument on the Motion to Remand on December 13, 2018. After argument, the Court directed the parties to prepare proposals for limited jurisdictional discovery, to assist the Court in determining the principal place of business, i.e., nerve center, of Sikorsky Aircraft Corporation. The parties submitted competing letters, and the Court ordered Ms. Gentry to select one of two limited approaches to jurisdictional discovery, each of which focused specifically on Sikorsky Aircraft Corporation's nerve center—as per the Court's instructions during oral argument.⁶ Ms. Gentry moved to substantially expand the scope of jurisdictional discovery, but the Court denied Ms. Gentry's request. The Court ordered the parties to conduct jurisdictional discovery within the previously defined parameters and, upon the completion of jurisdictional discovery, to file "any supplemental briefing regarding the results of jurisdictional discovery." Doc. No. 30.

After completing jurisdictional discovery, the parties each submitted a supplement to the Motion to Remand briefing. In addition to describing and attaching materials resulting from jurisdictional discovery, Ms. Gentry's supplement also included Jacklyn Fetbroyt's declaration, which the Court had previously stricken from the record as part of Ms. Gentry's untimely sur-reply submissions.⁷ The defendants again moved to strike the Fetbroyt Declaration from the record.

That Motion to Strike and Ms. Gentry's Motion to Remand have been fully briefed and are ripe for decision.

DISCUSSION

Ms. Gentry seeks remand, arguing that (1) removal was defective and (2) the Court lacks subject matter jurisdiction. Ms. Gentry also seeks costs, attorneys' fees, and expenses for the defendants' allegedly improper removal. For their part, the defendants contend that removal was proper, because the Court has subject matter jurisdiction (under either a diversity or federal question theory), all properly named defendants consented to removal, and there are no properly named "forum defendants." The defendants also seek to strike an affidavit submitted in support of Ms. Gentry's supplemental brief regarding jurisdictional discovery.

First, the Court will address the defendants' Motion to Strike. Second, the Court will analyze the citizenship of the defendants, which is a prerequisite for determining whether the Court has diversity subject matter jurisdiction and whether removal was proper. Third, the Court will determine whether it has subject matter jurisdiction. And fourth, the Court will address whether removal was proper, i.e., whether the properly named defendants unanimously consented to removal and whether...