## Facts

- Food distributors, including ConAgra Foods, Inc., stored goods in an Americold warehouse.
- A warehouse fire destroyed stored food, prompting the distributors to sue Americold entities in Kansas state court for damages.
- Americold removed the case to the U.S. District Court for the District of Kansas, invoking diversity jurisdiction under 28 U.S.C. § 1332.
- The district court accepted jurisdiction and entered summary judgment for Americold on the merits.
- On appeal, the Tenth Circuit raised subject-matter jurisdiction on its own motion and required briefing on whether removal was proper.
- The Tenth Circuit concluded Americold, a Maryland real estate investment trust (REIT), was not a corporation and that its citizenship depended on the citizenship of its members, including shareholders/beneficiaries; it found the record insufficient to show complete diversity and ordered dismissal for lack of jurisdiction.
- The Supreme Court granted certiorari to determine how to identify the citizenship of a Maryland REIT for diversity purposes.

## Issues

1. For diversity jurisdiction under 28 U.S.C. § 1332, is a Maryland REIT a citizen only of the states of its trustees, or also of the states of its shareholders/beneficial owners?

## Decision

- The Supreme Court unanimously affirmed the Tenth Circuit.
- The Court held that Americold’s citizenship for diversity purposes is determined by the citizenship of all its members.
- For this Maryland REIT, the relevant members include its shareholders/beneficial owners, not merely its trustees.
- Because Americold did not establish the citizenship of all shareholders, it failed to carry its burden to prove complete diversity; federal courts therefore lacked subject-matter jurisdiction.

## Legal Principles

- Except for the statutory rule for corporations, the citizenship of an artificial entity for diversity jurisdiction is the citizenship of all its members.
- Courts may not extend corporate citizenship rules to noncorporate entities by analogy; the corporate rule is a limited statutory exception.
- A traditional trust is a fiduciary relationship, not a separate juridical person; when trustees sue or are sued in their own names, their citizenship may control because they are the real parties in interest.
- A state-created “trust” that is a separate legal entity capable of suing or being sued in its own name is treated like other unincorporated entities; its citizenship turns on its members as defined by governing law.
- For a Maryland REIT structured as an unincorporated business trust or association for the benefit of shareholders, shareholders/beneficial owners are members whose citizenship counts for complete diversity.

## Conclusion

A Maryland REIT sued or suing in its own name is an unincorporated entity whose citizenship for diversity jurisdiction includes every state of citizenship of its shareholders, and a removing party must establish complete diversity by showing those member citizenships.


Americold Realty Tr. v. ConAgra Foods, Inc., 577 U.S. 378 (2016)