RDC FUNDING CORP. v. WACHOVIA BANK

3:03cv1360(JBA)

2004 | Cited 0 times | D. Connecticut | March 31, 2004

Ruling on Plaintiff RDC Funding Corporation's Motion to Remand Action to State Court [Doc. # 8]

Plaintiff RDC Funding Corporation ("RDC") commenced this suit againstWachovia Bank, N.A., f/k/a First Union National Bank ("Wachovia") in theSuperior Court for the Judicial District of Hartford at Hartford on July17, 2003, alleging breach of contract, breach of fiduciary duty,conversion,

misrepresentation, and violation of the Connecticut Unfair TradePractices Act. See Complaint [Doc. #1, Ex. A]. On August 7,2003, the defendant filed a Notice of Removal under 28 U.S.C. § 1441et seq., on grounds of diversity of citizenship. See Notice ofRemoval [Doc. #1].

Plaintiff has moved to remand under 28 U.S.C. § 1447 (c), arguingthat the federal court lacks subject matter jurisdiction because thedefendant is a citizen of Connecticut.1 This remand motion putssquarely at issue the difficult question of the citizenship of nationalbanking organizations, a subject on whichPage 2there exist significant differences of analyses and outcome amongthe courts which have considered it. For the reasons that follow, theCourt concludes that defendant Wachovia is "located in" and thus acitizen of the state in which it maintains its principal place ofbusiness and the state listed in its most recent articles of association,both of which are North Carolina. Thus, Wachovia is not a citizen ofConnecticut and diversity of citizenship exists between the parties forjurisdictional purposes under 28 U.S.C. § 1332, and plaintiff'smotion for remand is denied.2

I. Background

Plaintiff RDC Funding Corporation is a Delaware Corporation, with itsprincipal place of business in Tulsa, Oklahoma. RDC originally issued apublic bond, limited exclusively to government backed securities or cashdeposits, in the amount of $100 million through the underwriter PiperJaffray. In connection with this public offering, RDC placed the $100million in eligible investments with Wells Fargo, a trustee bank, inorder to ensure payment for the bonds at maturity. On or about September28, 2000, First Union National Bank ("First Union") replaced Wells Fargoas trustee. Thereafter, First Union wasPage 3acquired by Wachovia Bank, N.A., a national banking associationwith a principal place of business in North Carolina and branch officesnationwide. RDC's complaint alleges that First Union misappropriatedRDC's investment proceeds by improperly allocating money that belonged toRDC for First Union's own benefit.

RDC's Motion to Remand asserts that, under 28 U.S.C. § 1348,Wachovia is considered a citizen of Connecticut because it maintains bankbranches within the state. 28 U.S.C. § 1348 states, in pertinentpart, that: All national banking associations shall, for the purposes of all other actions by or against them, be deemed citizen of the States in which they are respectively located. Id. (emphasis added)3RDC construes the word "located" broadly, interpreting the term tomean that because Wachovia has branches in Connecticut, it is located inConnecticut and thus its citizen.

Wachovia interprets the term "located" to refer only to the state whereit maintains its principal place of business and the state of its mostrecent articles of association. The Court's jurisdiction turns upon theresolution of these dueling interpretations.Page 4

II. Discussion

The issue of whether a national banking association is "located" forjurisdictional purposes only within the state where it maintains itsprincipal place of business, as listed in its charter, or in all of thestates where it maintains bank branches is one that has divided federalcourts which have addressed it. In Connecticut National Bank v.lacono, 785 F. Supp. 30 (D.R.I. 1992), the district court held that"a national banking association with branch offices in [a state] is to beregarded as a citizen of [that state] for jurisdictional purposes."Id. at 34. This holding has been followed by numerous districtcourts.4 In contrast, the Seventh Circuit in Firstar Bank, N.A.v. Faul, 253 F.3d 982 (7th Cir. 2001), held that "for purposes of28 U.S.C. § 1348 a national bank is `located' in, and thus a citizen of,the state of its principal place of business and the statePage 5listed in its organization certificate." Id. at 994. Thisholding has since been followed by the majority of district courts facedwith the issue.5 Although this issue is one of first impression inthe District of Connecticut,6 the Court has a wealth of analyses setforth in these two lines of cases to inform its consideration of whetherdiversity jurisdiction exists or whether this case must be remanded.

A. Diversity Jurisdiction and Remand Standards

Pursuant to 28 U.S.C. § 1332, "[t]he district courts shall haveoriginal jurisdiction of all civil actions where the matter incontroversy exceeds the sum or value of $75,000, exclusive of interestand costs, and is between . . . citizens of differentPage 6States. . . ." A party may remove a case from state court tofederal district court "only if none of the parties in interest properlyjoined and served as defendants is a citizen of the State in which suchaction is brought." 28 U.S.C. § 1441(b). However, a district courtmust remand a case "if at any time before final judgment it appears thatthe district court lacks subject matter jurisdiction. . . ."28 U.S.C. § 1447(c). "Where . . . jurisdiction is asserted by a defendant ina removal petition, it follows that the defendant has the burden ofestablishing that removal is proper." United Food & CommercialWorkers Union, Local 919, AFL-CIO v. CenterMark Properties MeridenSquare, Inc., 30 F.3d 298, 301 (2d Cir. 1994). "In light of thecongressional intent to restrict federal court jurisdiction, as well asthe importance of preserving the independence of state governments,federal courts construe the removal statute narrowly, resolving anydoubts against removability." Lupo v. Human Affairs Intern.,Inc., 28 F.3d 269, 274 (2d Cir. 1994) (quoting Somlyo v. J.Lu-Rob Enters., Inc., 932 F.2d 1043, 1045-46 (2d Cir. 1991)).

B. Divergent Statutory Interpretations

1. lacono:

Prior to 1992, it was generally accepted that a national bankingassociation was considered, for jurisdictional purposes, a citizen of thestate where it maintained its principal place ofPage 7business.7 lacono, whose departure from this view hasa significant following and on which plaintiff relies heavily, reachedits conclusion based on four principal arguments. First, laconowas influenced significantly by Citizens and Southern National Bankv. Bougas, 434 U.S. 35 (1977), a decision which resolved a divisionamong state and federal courts that had varyingly interpreted the term"located" as used in 12 U.S.C. § 94, a venue provision of theNational Banking Act.8 In Bougas, the Supreme Court derivedthe meaning of "located" by examining the legislative history of12 U.S.C. § 94. Recognizing that at the time the precursor to the modernvenue statute was passed in 1863 branch banking at national bankingassociations was not permitted by Congress,9 the Court observed that,"[t]hroughoutPage 8[the] early period, the words `established' and `located' led tothe same ultimate venue result." Bougas, 434 U.S. at 43-44. TheSupreme Court reasoned, however, that a contemporary analysis could nothide the fact that "the two words are different" and "that a federaljudicial district, which the statute associates with the word`established,' is not the same as the geographical area that delineatesthe jurisdiction of a state court, which the statute associates with`located.'" Id. at 44. With this in mind, the Supreme Courtconcluded that "located" carried a different meaning than "established"under 12 U.S.C. § 94. Based on this analysis, Bougasinterpreted "located" broadly, holding that, for venue purposes, suitagainst a national bank could be commenced in any county where a branchbank exists.

Iacono used the analysis in Bougas as a guide forits interpretation of the jurisdiction statute, 28 U.S.C. § 1348,which Bougas had noted also contained the same ambiguous term"located." Id. at 35, n.1. Based on the similarities oflanguage in both the venue and jurisdiction national banking statutes,Iacono concluded that "if the Supreme Court were construing theword `located' as used in § 1348, it would probably find that anational banking association is `located' for diversity purposes in thosestates where it maintains its branch offices." Id. at 33.

Iacono next examined a revision to 12 U.S.C. § 94 thatwasPage 9enacted in 1982. The revised statute read: Any action or proceeding against a national banking association for which the Federal Deposit Insurance Corporation has been appointed receiver, or against the Federal Deposit Insurance Corporation as receiver of such association, shall be brought in the district or territorial court of the United States held within the district in which that association's principal place of business is located, or, in the event any State, county, or municipal court has jurisdiction over such an action or proceeding, in such court in the county or city in which that association's principal place of business is located. lacono, 785 F. Supp. at 33.According to lacono, these revisions clarified howCongress intended the term "located," as used in § 94, to beinterpreted by the courts. By removing the term "established" and thenmodifying the term "located" with the phrase "association's principalplace of business," Congress made it clear that a national bank islocated only in the state of its principal place of business. Based onthis observation, the lacono court posited that becauseCongress could have made similar amendments to 28 U.S.C. § 1348 butfailed to, it seemingly "did not intend to limit the citizenship of anational banking association to only the state in which a bank maintainsits principal place of business." Id. at 33.

lacono next looked at the precise language of28 U.S.C. § 1348, concluding that the terms "established" and "located"carried different meanings for the purposes of the statute. The fact thatthe two terms were used in the same provision convinced the laconocourt that "Congress . . . intended to designate twoPage 10different meanings." Id. at 33. Given that the term"established" traditionally meant the principal place of business, theCourt concluded that "`located' in its most ordinary sense refers tothose places where the bank maintains branch offices." Id. at33.

Lastly, lacono believed that it was obligated to construe28 U.S.C. § 1348 narrowly. Recognizing that "there has been increasinginterest in limiting diversity jurisdiction" in the federal courts due tothe influx of diversity cases, it concluded that it had a duty "torelieve some of the congestion [there]," Id. at 33-34, andexpanding the citizenship of national banks under 28 U.S.C. § 1348could assist this goal.

2. Firstar:

Firstar Bank, N.A. and its progeny have declined to followthe reasoning in lacono, focusing instead on the legislativeintent underlying 28 U.S.C. § 1348, and concluding that theoverarching purpose of the statute is to place national bankingassociations on the same plane as state banks for purposes of diversityjurisdiction. Financial Software Systems, Inc. v. First UnionNational Bank, 84 F. Supp.2d 594 (E.D. Pa. 1999), provides anilluminating history. Tracking the evolution of 28 U.S.C. § 1348shows its derivation from the National Banking Act of 1863. That Act, asamended in 1864, provided that a national banking association "may makecontracts, sue and be sued,Page 11complain and defend, in any court of law and equity as fully asnatural persons." Financial Software Systems, Inc.,84 F. Supp.2d at 599 (quoting Act of June 3, 1864 ch. 106, § 8, 13 Stat.99, 101). Initially, this language was construed to mean that "suits byor against national banks arose under federal law, thus providingautomatic federal question jurisdiction." Id. at 599. In 1882,however, this language was amended by Congress so as to prevent partiesfrom invoking federal court jurisdiction solely on the basis of a federalquestion.10 Instead, as explained in Leather Manufacturers' Nat.Bank v. Cooper, 120 U.S. 778, (1887), the passage of this revisionmeant that Congress "intended to put national banks on the same footingas banks of the state where they were located for all the purposes ofjurisdiction in the courts of the United States." Id. at 780.

There were statutory changes to the National Banking Act passed in1888;11 however,Page 12

Although the 1888 act changed the structure of the 1882 act, it did not change the purpose. Rather, it made clear `that the Federal courts should not have jurisdiction by reason of the subject matter other than they would have in cases between individual citizens of the same state, and so not have jurisdiction because of the federal origin of the bank.' Financial Software Systems, Inc., 84 F. Supp.2d at 600 (quoting Petri v. Commercial Nat'l Bank of Chicago, 142 U.S. 644, 651 (1892)).In essence, the amendment evidenced a continued Congressionalintent that "jurisdiction over national banks [should not be restricted]any more than for state corporations and individual citizens."Financial Software Systems, Inc., 84 F. Supp.2d at 600. Althoughthe provision later underwent a series of structural changes, the generalpurpose of the law was not altered.12 Indeed, after the present formof 28 U.S.C. § 1348 was adopted in 1948, the Supreme Court "`soughtto limit, with exceptions, the access of national banks to, and theirsuabilityPage 13in, the federal courts to the same extent to which non-nationalbanks are so limited.'" Id. at 601 (quoting MercanfileNat'l Bank v. Langdeau, 317 U.S. 555, 565-66 (1963)).

In addition to focusing on the legislative intent of achievingjurisdictional parity between state banks and national banks,Firstar Bank, N.A. viewed lacono's reliance onBougas as misplaced: The fact that Bougas cites 28 U.S.C. § 1348 does not indicate the Supreme Court's view as to what `located' means within that statute. The opinion literally does nothing more than quote the statute and point out that the word `located' is used in it. Bougas carefully limits its holding to a discussion of how former 12 U.S.C. § 94 applies in determining state court venue, even pointing out that the question of federal court venue, which was governed by the same statute, is not before it. Firstar Bank, N.A., 253 F.3d at 989 (citations omitted).Firstar Bank, N.A. is also critical of the purportedsignificance of the 1982 amendments to 12 U.S.C. § 94 found bylacono. "Where Congress makes an isolated amendment to a singlestatutory provision but leaves the rest of an act untouched, courtsshould not infer that Congress approved judicial interpretations of theunamended parts of the act." Id. at 992. "The irrelevance tothe interpretive process of Congress's failure to amend28 U.S.C. § 1348 after Bougas is even more clear once one considers that thevenue and jurisdictional provisions for national banks are located indifferent acts and serve different purposes." Id. at 992.

Lastly, lacono's rationale for expanding national bankPage 14citizenship so as to reduce federal court caseload has also beendiscredited as improperly treading on Congressional powers: Congress controls the scope of diversity jurisdiction, subject only to the limitations of Article III. The courts should not use our own judgments about when the purposes of diversity jurisdiction are served or our guesses about what Congress will do in the future to constrict our congressionally mandated jurisdiction in the here and now. Id. at 993. C. Analysis

As the caselaw on this issue shows, the undefined term "located," asused in 28 U.S.C. § 1348, has been subject to multipleinterpretations and applications of customary cannons of construction hasbeen elusive. See Firstar, 253 F.3d at 987-993. Typically,"[i]n interpreting a statute, [the Court] must first look to the languageof the statute itself" to determine its meaning. GreeneryRehabilitation Group, Inc. v. Hammon, 150 F.3d 226, 231 (2d Cir.1998). "[U]nless otherwise defined, individual statutory words areassumed to carry their ordinary, contemporary, common meaning."Id. "If the words of a statute are unambiguous, judicialinquiry should end, and the law interpreted according to the plainmeaning of its words." Aslandis v. United States Lines, Inc.,7 F.3d 1067, 1073 (2d Cir. 1993). However, "where doubt or ambiguityresides in a Congressional enactment . . .[the] legislative historyand other tools of interpretation beyond a plain meaning . . .[may]be utilized to shed light on verbiage that is unclear." Id.Page 15

Having found no satisfactory meaning for this term, despite havingbefore it for consideration an array of rationales for interpreting theterm "located," the Court concludes that resort to the legislativehistory is a necessary interpretive step. Choosing that route, it becomesclear that adoption of the narrow meaning of the term best advancesCongress's intended purpose behind Section 1348 — to place nationalbanks on the same jurisdictional footing as state banks for purposes offederal court diversity cases. The location of branch banks does notcontrol the citizenship of state banks; instead, as with any otherdiversity question, citizenship is determined by the bank'sorganizational structure. Thus, if a state bank is a corporation, thenits citizenship would be its principal place of business and place ofincorporation. Construing Section 1348 narrowly would therefore allownational banks access similar to state banks to bring claims in federalcourts, and to remove to federal court if sued by a diverse party outsideof the state of its principal place of business and articles ofassociation. In contrast, adoption of the broader interpretation of"located" and expanding national bank citizenship would limit the abilityof national banks to litigate in federal courts on the same footing asstate banks and thus undermines the statutory purpose. Accordingly, theCourt finds that a national bank is "located" in and thus a citizen ofthe state of its principal place ofPage 16business and the state listed in its articles of association.13To reflect the contemporary reality that national banks change theirlocation of operation, and to avoid the potential that a bank would bedeemed a citizen of a state with which it has no current significantcontacts, the state listed in the bank's most recent articles ofassociation is the relevant place of association. See EvergreenForest Products of Georgia, L.L.C. v. Bank of America, N.A.,262 F. Supp.2d 1297, 1307 (M.D. Ala. 2003).14Page 17

A final prudential concern factors into the Court's conclusion. Whilelacono's concern that proliferation of diversity cases hadburdened federal dockets in recent years was part of its rationale for adefinition of "located" that included national bank branch locations,such purpose should not motivate a particular outcome. Formulation of thescope or existence of diversity jurisdiction is a matter forCongressional, not judicial action. See 28 U.S.C.A. § 1332;U.S.C.A. Const. Art.3, § 2, cl. 1.

Applying these conclusions to the instant case, diversity ofcitizenship exists between the parties. The plaintiff, RDC, is a Delawarecorporation with its principal place of business in Tulsa, Oklahoma.Pursuant to 28 U.S.C. § 1332(c)(1), a corporation such as RDC "shallbe deemed to be a citizen of any State by which it has been incorporatedand of the State where it has its principal place of business. . . ."The defendant, Wachovia, is a national bank with its principal place ofbusiness in Charlotte, North Carolina. Wachovia's most recent articles ofassociation specify that Wachovia is chartered in Charlotte, NorthCarolina. Under the meaning of 28 U.S.C. § 1348, Wachovia will beconsidered a citizen of North Carolina for diversity purposes. Thus, thefact that defendant Wachovia has bank branches in the state ofConnecticut does not destroy diversityPage 18jurisdiction.

III. Conclusion

For the foregoing reasons, the plaintiff's motion to remand [Doc. # 8]is DENIED.

IT IS SO ORDERED.

1. Pursuant to 28 U.S.C. § 1441 (b), an "action shall beremovable only if none of the parties in interest properly joined andserved as defendants is a citizen of the State in which such action isbrought."

2. Because the Court finds in favor of Wachovia, the plaintiff'srequest for attorney's costs and expenses is also DENIED.

3. Unlike a corporation, "[a] national bank . . . does not have astate of incorporation because it is organized under federal law pursuantto the National Banking Act. . . . As a result of this uniqueorganizational structure, Congress enacted a separate jurisdictionalstatute [28 U.S.C. § 1348] that addresses the citizenship of nationalbanks." Evergreen Forest Products of Georgia, L.L.C. v. Bank ofAmerica, N.A., 262 F. Supp.2d 1297, 1301 (M.D. Ala. 2003).

4. See Signet Bank v. Hitachi Credit America Corp., 1996WL 33415779, * 2-5 (E.D. Va. Oct. 4, 1996); Silver v. Bank Midwest,N.A., 1996 U.S. Dist. LEXIS 8391, * 6-7 (D. Kan. May 15, 1996);Ferriaolo Construction, Inc. v. KeyBank, 978 F. Supp. 23, 24-26(D. Me. 1997); Schmidt v. Fleet Bank, 16 F. Supp.2d 340, 354(S.D.N.Y. 1998); Moore v. Union Planters Corp., 2000 WL33907688, * 2 (N.D. Miss. Jan. 18, 2000); First Union Corp. v.American Casualty Co. of Reading, PA, 222 F. Supp.2d 767, 769-70(W.D.N.C. 2001); Roozenboom v. U.S. Bank, 2000 WL 249403, * 3(D. Ore. February 22, 2000); Lasalle Bank Nat'l Ass'n v. NomuraAsset Capital Corp., 180 F. Supp.2d 465, 468 (S.D.N.Y. 2001);Firstar Bank, N.A. v. West-Anderson, 2003 WL 21313849, * 3 (D.Ran. April 22, 2003). See also Bank of New York v. bank ofAmerica, 861 F. Supp. 225, 230-31 (S.D.N.Y. 1994) ("The more naturalreading of `located' is that it includes any places where a [nationalbanking association] maintains a substantial presence."); NorwestBank Minnesota, N.A. v. Patton, 924 F. Supp. 114 (D. Colo. 1994);Frontier Ins. Co. v. MTN Owner Trust, 111 F. Supp.2d 376, 379-81(S.D.N.Y. 2000).

5. See Bank of America, N.A. v. Johnson, 186 F. Supp.2d 1182,1183-84 (W.D. Okla. 2001); Bank One, N.A. v. Euro-AlamoInvestments, Inc., 211 F. Supp.2d 808, 810 (N.D. Tex. 2002);Pitts v. First Union National Bank, 217 F. Supp.2d 629, 630-31(D. Md. 2002); Carl v. Republic Security Bank, 282 F. Supp.2d 1358,1364 (S.D. Fl. 2003); Evergreen Forest Products of Georgia,LLC v. Bank of America, N.A., 262 F. Supp.2d 1297, 1307 (M.D. Ala.2003); MBIA Ins. Corp. v. Royal Indem. Co., 294 F. Supp.2d 606,611 (Del. 2003); Bank One, N.A. v. Shreeji A&M, Inc., 2003U.S. Dist. LEXIS 10994, * 6-7 (N.D. Tex. June 27, 2003). Prior toFirstar Bank N.A., two district court decisions also ruled onsimilar grounds: Financial Software Systems, Inc. v. First UnionNational Bank, 84 F. Supp.2d 594, 607 (E.D. Pa. 1999); Baker v.First American National Bank, 111 F. Supp.2d 799 (W.D. La.2000).

6. The Second Circuit's attention to this issue appears limited totwo cases: United Republic Ins. Co. v. Chase Manhattan Bank,315 F.3d 168, 169-70 (2d Cir. 2003), remanding an action fordetermination of whether two of the appellants, both national bankingassociations, were citizens of the same state as the appellee becausethey had offices, affiliates, and subsidiaries in that state; and,World Trade Center Properties, L.L.C. v. Hartford Fire Ins.Co., 345 F.3d 154 (2d Cir. 2003), which, while not having this issuebefore it, in dicta remarking that "Defendant . . . is a national bank(i.e., not incorporated in any one state) and by statute is deemed to bea citizen of every state in which it has offices."

7. See American Surety Co. v. Bank of California,44 F. Supp. 81 (D. Or. 1941), aff'd, 133 F.2d 160 (9th Cir. 1943)("[A] national banking association should be considered as a citizen ofthe state where it has its principal place of business irrespective ofthe fact that it has authorized branches in other states."); Iowa v.First of Omaha Service Corp., 401 F. Supp. 439, 442 (S.D. Iowa 1975);Landmark Tower Assoc. v. First Nat'l Bank of Chicago,439 F. Supp. 195, 196 (S.D. Fla. 1977); Lee Constr. Co. v. FederalReserve Bank, 558 F. Supp. 165, 170 (D. Md. 1982).

8. In 1977, 12 U.S.C. § 94 read as follows: "Actions andproceedings against any association under this chapter may be had in anydistrict or territorial court of the United States held within thedistrict in which such association may be established, or inany State, county, or municipal court in the county or city in which saidassociation is located having jurisdiction in similar cases."(emphasis added).

9. It was not until 1933, after the passage of the McFadden Act, 44Stat. pt. 2, p. 1224, that Congress permitted national bankingassociations to operate branch banks beyond the place named in thecharter. Bouqas, 434 U.S. at 93.

10. The 1882 jurisdictional provision, provided in pertinent part: That the jurisdiction for suits hereafter brought by or against any association established under any law providing for national banking associations except suits between them and the United States, or its officers and agents, shall be the same as, and not other than, the jurisdiction for suits by or against banks not organized under any law of the United States which do or might do banking business where such national-banking associations may be doing business when such suits may be begun. And all laws and parts of laws of the United States inconsistent with this provision be, and the same are hereby, repealed. Act of July 12, 1882, ch. 290 § 4, 22 Stat. 162, 163.

11. The 1888 amendment provided: That all national banking association established under the laws of the United States shall, for the purposes of all actions by or against them, real, personal, or mixed, and all suits in equity, be deemed citizens of the States in which they are respectively located; and in such cases the circuit and district court shall not have jurisdiction other than such as they would have in cases between individual citizens of the same state. The provisions of this section shall not be held to affect the jurisdiction of the courts of the United States in cases commenced by the United States or by direction of any officer thereof, or cases winding up the affairs of any such bank. Act of Aug. 13, 1888, ch. 866 § 4, 25 Stat. 433, 436.

12. Specifically, "[i]n the Judicial Code of 1911, Congress changedagain the structure of the provision but retained the language regardingcitizenship. The change was not construed to effect any fundamentalchange in law, but rather was `obviously to make the purpose of thereenacted statute clearer.'" Financial Software Systems, Inc.,84 F. Supp.2d at 600-01 (citations omitted).

13. The Office of the Comptroller of the Currency ("OCC"), thebureau within the Department of the Treasury charged with supervisingnational banking associations, endorses this view. In Firstar Bank,N.A., the Office of the Comptroller of the Currency filed an AmicusCuriae brief in support of the appellant, Firstar Bank, N.A., arguingthat "[w]hat Congress intended is very simple. Congress wanted nationalbanks to have access to federal courts via diversity jurisdiction onterms equivalent to state banks and state corporations. Congresstherefore intended that a national bank be considered to be `located' forpurposes of 28 U.S.C. § 1348 in the state where the bank has its mainoffice in accordance with its federal charter." 2001 WL 34106718 * 3(Appellate Brief) Brief Amicus Curiae of the Office of the Comptroller ofthe Currency in Support of Plaintiff-Appellant Firstar Bank RequestingReversal of District Court Ruling (Jan. 23, 2001). More recently, inresponse to a request made by Bank of America in preparation forlitigation, the OCC drafted an interpretive letter in which it statedthat "[w]e believe the interpretation of the statute and fundamentalreasoning of the Firstar Bank, N.A. v. Faul court are correct.National Banks are to be treated for diversity jurisdiction purposes in amanner similar to state banks." Letter From Eric Thompson to ScottCammarn, Associate General Counsel, Bank of America, N.A. 6 (Oct. 23,availablehttp://www.occ.treas.qov/interp/feb03/int952.pdf.).

14. See also Office of the Comptroller of the Currency,Interpretive Letter #952, available athttp://www.occ.treas.gov/interp/feb03/ int952.pdf ("[A] national bank isa citizen of the state in which its principal place of business islocated and of the state that was originally designated in itsorganization certificate and articles of association, or if applicable,the state to which that designation has been changed under otherauthority (i.e., the state in which its main office is currentlylocated).").

Ruling on Plaintiff RDC Funding Corporation's Motion to Remand Action to State Court [Doc. # 8]

Plaintiff RDC Funding Corporation ("RDC") commenced this suit againstWachovia Bank, N.A., f/k/a First Union National Bank ("Wachovia") in theSuperior Court for the Judicial District of Hartford at Hartford on July17, 2003, alleging breach of contract, breach of fiduciary duty,conversion,

misrepresentation, and violation of the Connecticut Unfair TradePractices Act. See Complaint [Doc. #1, Ex. A]. On August 7,2003, the defendant filed a Notice of Removal under 28 U.S.C. § 1441et seq., on grounds of diversity of citizenship. See Notice ofRemoval [Doc. #1].

Plaintiff has moved to remand under 28 U.S.C. § 1447 (c), arguingthat the federal court lacks subject matter jurisdiction because thedefendant is a citizen of Connecticut.1 This remand motion putssquarely at issue the difficult question of the citizenship of nationalbanking organizations, a subject on whichPage 2there exist significant differences of analyses and outcome amongthe courts which have considered it. For the reasons that follow, theCourt concludes that defendant Wachovia is "located in" and thus acitizen of the state in which it maintains its principal place ofbusiness and the state listed in its most recent articles of association,both of which are North Carolina. Thus, Wachovia is not a citizen ofConnecticut and diversity of citizenship exists between the parties forjurisdictional purposes under 28 U.S.C. § 1332, and plaintiff'smotion for remand is denied.2

I. Background

Plaintiff RDC Funding Corporation is a Delaware Corporation, with itsprincipal place of business in Tulsa, Oklahoma. RDC originally issued apublic bond, limited exclusively to government backed securities or cashdeposits, in the amount of $100 million through the underwriter PiperJaffray. In connection with this public offering, RDC placed the $100million in eligible investments with Wells Fargo, a trustee bank, inorder to ensure payment for the bonds at maturity. On or about September28, 2000, First Union National Bank ("First Union") replaced Wells Fargoas trustee. Thereafter, First Union wasPage 3acquired by Wachovia Bank, N.A., a national banking associationwith a principal place of business in North Carolina and branch officesnationwide. RDC's complaint alleges that First Union misappropriatedRDC's investment proceeds by improperly allocating money that belonged toRDC for First Union's own benefit.

RDC's Motion to Remand asserts that, under 28 U.S.C. § 1348,Wachovia is considered a citizen of Connecticut because it maintains bankbranches within the state. 28 U.S.C. § 1348 states, in pertinentpart, that: All national banking associations shall, for the purposes of all other actions by or against them, be deemed citizen of the States in which they are respectively located. Id. (emphasis added)3RDC construes the word "located" broadly, interpreting the term tomean that because Wachovia has branches in Connecticut, it is located inConnecticut and thus its citizen.

Wachovia interprets the term "located" to refer only to the state whereit maintains its principal place of business and the state of its mostrecent articles of association. The Court's jurisdiction turns upon theresolution of these dueling interpretations.Page 4

II. Discussion

The issue of whether a national banking association is "located" forjurisdictional purposes only within the state where it maintains itsprincipal place of business, as listed in its charter, or in all of thestates where it maintains bank branches is one that has divided federalcourts which have addressed it. In Connecticut National Bank v.lacono, 785 F. Supp. 30 (D.R.I. 1992), the district court held that"a national banking association with branch offices in [a state] is to beregarded as a citizen of [that state] for jurisdictional purposes."Id. at 34. This holding has been followed by numerous districtcourts.4 In contrast, the Seventh Circuit in Firstar Bank, N.A.v. Faul, 253 F.3d 982 (7th Cir. 2001), held that "for purposes of28 U.S.C. § 1348 a national bank is `located' in, and thus a citizen of,the state of its principal place of business and the statePage 5listed in its organization certificate." Id. at 994. Thisholding has since been followed by the majority of district courts facedwith the issue.5 Although this issue is one of first impression inthe District of Connecticut,6 the Court has a wealth of analyses setforth in these two lines of cases to inform its consideration of whetherdiversity jurisdiction exists or whether this case must be remanded.

A. Diversity Jurisdiction and Remand Standards

Pursuant to 28 U.S.C. § 1332, "[t]he district courts shall haveoriginal jurisdiction of all civil actions where the matter incontroversy exceeds the sum or value of $75,000, exclusive of interestand costs, and is between . . . citizens of differentPage 6States. . . ." A party may remove a case from state court tofederal district court "only if none of the parties in interest properlyjoined and served as defendants is a citizen of the State in which suchaction is brought." 28 U.S.C. § 1441(b). However, a district courtmust remand a case "if at any time before final judgment it appears thatthe district court lacks subject matter jurisdiction. . . ."28 U.S.C. § 1447(c). "Where . . . jurisdiction is asserted by a defendant ina removal petition, it follows that the defendant has the burden ofestablishing that removal is proper." United Food & CommercialWorkers Union, Local 919, AFL-CIO v. CenterMark Properties MeridenSquare, Inc., 30 F.3d 298, 301 (2d Cir. 1994). "In light of thecongressional intent to restrict federal court jurisdiction, as well asthe importance of preserving the independence of state governments,federal courts construe the removal statute narrowly, resolving anydoubts against removability." Lupo v. Human Affairs Intern.,Inc., 28 F.3d 269, 274 (2d Cir. 1994) (quoting Somlyo v. J.Lu-Rob Enters., Inc., 932 F.2d 1043, 1045-46 (2d Cir. 1991)).

B. Divergent Statutory Interpretations

1. lacono:

Prior to 1992, it was generally accepted that a national bankingassociation was considered, for jurisdictional purposes, a citizen of thestate where it maintained its principal place ofPage 7business.7 lacono, whose departure from this view hasa significant following and on which plaintiff relies heavily, reachedits conclusion based on four principal arguments. First, laconowas influenced significantly by Citizens and Southern National Bankv. Bougas, 434 U.S. 35 (1977), a decision which resolved a divisionamong state and federal courts that had varyingly interpreted the term"located" as used in 12 U.S.C. § 94, a venue provision of theNational Banking Act.8 In Bougas, the Supreme Court derivedthe meaning of "located" by examining the legislative history of12 U.S.C. § 94. Recognizing that at the time the precursor to the modernvenue statute was passed in 1863 branch banking at national bankingassociations was not permitted by Congress,9 the Court observed that,"[t]hroughoutPage 8[the] early period, the words `established' and `located' led tothe same ultimate venue result." Bougas, 434 U.S. at 43-44. TheSupreme Court reasoned, however, that a contemporary analysis could nothide the fact that "the two words are different" and "that a federaljudicial district, which the statute associates with the word`established,' is not the same as the geographical area that delineatesthe jurisdiction of a state court, which the statute associates with`located.'" Id. at 44. With this in mind, the Supreme Courtconcluded that "located" carried a different meaning than "established"under 12 U.S.C. § 94. Based on this analysis, Bougasinterpreted "located" broadly, holding that, for venue purposes, suitagainst a national bank could be commenced in any county where a branchbank exists.

Iacono used the analysis in Bougas as a guide forits interpretation of the jurisdiction statute, 28 U.S.C. § 1348,which Bougas had noted also contained the same ambiguous term"located." Id. at 35, n.1. Based on the similarities oflanguage in both the venue and jurisdiction national banking statutes,Iacono concluded that "if the Supreme Court were construing theword `located' as used in § 1348, it would probably find that anational banking association is `located' for diversity purposes in thosestates where it maintains its branch offices." Id. at 33.

Iacono next examined a revision to 12 U.S.C. § 94 thatwasPage 9enacted in 1982. The revised statute read: Any action or proceeding against a national banking association for which the Federal Deposit Insurance Corporation has been appointed receiver, or against the Federal Deposit Insurance Corporation as receiver of such association, shall be brought in the district or territorial court of the United States held within the district in which that association's principal place of business is located, or, in the event any State, county, or municipal court has jurisdiction over such an action or proceeding, in such court in the county or city in which that association's principal place of business is located. lacono, 785 F. Supp. at 33.According to lacono, these revisions clarified howCongress intended the term "located," as used in § 94, to beinterpreted by the courts. By removing the term "established" and thenmodifying the term "located" with the phrase "association's principalplace of business," Congress made it clear that a national bank islocated only in the state of its principal place of business. Based onthis observation, the lacono court posited that becauseCongress could have made similar amendments to 28 U.S.C. § 1348 butfailed to, it seemingly "did not intend to limit the citizenship of anational banking association to only the state in which a bank maintainsits principal place of business." Id. at 33.

lacono next looked at the precise language of28 U.S.C. § 1348, concluding that the terms "established" and "located"carried different meanings for the purposes of the statute. The fact thatthe two terms were used in the same provision convinced the laconocourt that "Congress . . . intended to designate twoPage 10different meanings." Id. at 33. Given that the term"established" traditionally meant the principal place of business, theCourt concluded that "`located' in its most ordinary sense refers tothose places where the bank maintains branch offices." Id. at33.

Lastly, lacono believed that it was obligated to construe28 U.S.C. § 1348 narrowly. Recognizing that "there has been increasinginterest in limiting diversity jurisdiction" in the federal courts due tothe influx of diversity cases, it concluded that it had a duty "torelieve some of the congestion [there]," Id. at 33-34, andexpanding the citizenship of national banks under 28 U.S.C. § 1348could assist this goal.

2. Firstar:

Firstar Bank, N.A. and its progeny have declined to followthe reasoning in lacono, focusing instead on the legislativeintent underlying 28 U.S.C. § 1348, and concluding that theoverarching purpose of the statute is to place national bankingassociations on the same plane as state banks for purposes of diversityjurisdiction. Financial Software Systems, Inc. v. First UnionNational Bank, 84 F. Supp.2d 594 (E.D. Pa. 1999), provides anilluminating history. Tracking the evolution of 28 U.S.C. § 1348shows its derivation from the National Banking Act of 1863. That Act, asamended in 1864, provided that a national banking association "may makecontracts, sue and be sued,Page 11complain and defend, in any court of law and equity as fully asnatural persons." Financial Software Systems, Inc.,84 F. Supp.2d at 599 (quoting Act of June 3, 1864 ch. 106, § 8, 13 Stat.99, 101). Initially, this language was construed to mean that "suits byor against national banks arose under federal law, thus providingautomatic federal question jurisdiction." Id. at 599. In 1882,however, this language was amended by Congress so as to prevent partiesfrom invoking federal court jurisdiction solely on the basis of a federalquestion.10 Instead, as explained in Leather Manufacturers' Nat.Bank v. Cooper, 120 U.S. 778, (1887), the passage of this revisionmeant that Congress "intended to put national banks on the same footingas banks of the state where they were located for all the purposes ofjurisdiction in the courts of the United States." Id. at 780.

There were statutory changes to the National Banking Act passed in1888;11 however,Page 12

Although the 1888 act changed the structure of the 1882 act, it did not change the purpose. Rather, it made clear `that the Federal courts should not have jurisdiction by reason of the subject matter other than they would have in cases between individual citizens of the same state, and so not have jurisdiction because of the federal origin of the bank.' Financial Software Systems, Inc., 84 F. Supp.2d at 600 (quoting Petri v. Commercial Nat'l Bank of Chicago, 142 U.S. 644, 651 (1892)).In essence, the amendment evidenced a continued Congressionalintent that "jurisdiction over national banks [should not be restricted]any more than for state corporations and individual citizens."Financial Software Systems, Inc., 84 F. Supp.2d at 600. Althoughthe provision later underwent a series of structural changes, the generalpurpose of the law was not altered.12 Indeed, after the present formof 28 U.S.C. § 1348 was adopted in 1948, the Supreme Court "`soughtto limit, with exceptions, the access of national banks to, and theirsuabilityPage 13in, the federal courts to the same extent to which non-nationalbanks are so limited.'" Id. at 601 (quoting MercanfileNat'l Bank v. Langdeau, 317 U.S. 555, 565-66 (1963)).

In addition to focusing on the legislative intent of achievingjurisdictional parity between state banks and national banks,Firstar Bank, N.A. viewed lacono's reliance onBougas as misplaced: The fact that Bougas cites 28 U.S.C. § 1348 does not indicate the Supreme Court's view as to what `located' means within that statute. The opinion literally does nothing more than quote the statute and point out that the word `located' is used in it. Bougas carefully limits its holding to a discussion of how former 12 U.S.C. § 94 applies in determining state court venue, even pointing out that the question of federal court venue, which was governed by the same statute, is not before it. Firstar Bank, N.A., 253 F.3d at 989 (citations omitted).Firstar Bank, N.A. is also critical of the purportedsignificance of the 1982 amendments to 12 U.S.C. § 94 found bylacono. "Where Congress makes an isolated amendment to a singlestatutory provision but leaves the rest of an act untouched, courtsshould not infer that Congress approved judicial interpretations of theunamended parts of the act." Id. at 992. "The irrelevance tothe interpretive process of Congress's failure to amend28 U.S.C. § 1348 after Bougas is even more clear once one considers that thevenue and jurisdictional provisions for national banks are located indifferent acts and serve different purposes." Id. at 992.

Lastly, lacono's rationale for expanding national bankPage 14citizenship so as to reduce federal court caseload has also beendiscredited as improperly treading on Congressional powers: Congress controls the scope of diversity jurisdiction, subject only to the limitations of Article III. The courts should not use our own judgments about when the purposes of diversity jurisdiction are served or our guesses about what Congress will do in the future to constrict our congressionally mandated jurisdiction in the here and now. Id. at 993. C. Analysis

As the caselaw on this issue shows, the undefined term "located," asused in 28 U.S.C. § 1348, has been subject to multipleinterpretations and applications of customary cannons of construction hasbeen elusive. See Firstar, 253 F.3d at 987-993. Typically,"[i]n interpreting a statute, [the Court] must first look to the languageof the statute itself" to determine its meaning. GreeneryRehabilitation Group, Inc. v. Hammon, 150 F.3d 226, 231 (2d Cir.1998). "[U]nless otherwise defined, individual statutory words areassumed to carry their ordinary, contemporary, common meaning."Id. "If the words of a statute are unambiguous, judicialinquiry should end, and the law interpreted according to the plainmeaning of its words." Aslandis v. United States Lines, Inc.,7 F.3d 1067, 1073 (2d Cir. 1993). However, "where doubt or ambiguityresides in a Congressional enactment . . .[the] legislative historyand other tools of interpretation beyond a plain meaning . . .[may]be utilized to shed light on verbiage that is unclear." Id.Page 15

Having found no satisfactory meaning for this term, despite havingbefore it for consideration an array of rationales for interpreting theterm "located," the Court concludes that resort to the legislativehistory is a necessary interpretive step. Choosing that route, it becomesclear that adoption of the narrow meaning of the term best advancesCongress's intended purpose behind Section 1348 — to place nationalbanks on the same jurisdictional footing as state banks for purposes offederal court diversity cases. The location of branch banks does notcontrol the citizenship of state banks; instead, as with any otherdiversity question, citizenship is determined by the bank'sorganizational structure. Thus, if a state bank is a corporation, thenits citizenship would be its principal place of business and place ofincorporation. Construing Section 1348 narrowly would therefore allownational banks access similar to state banks to bring claims in federalcourts, and to remove to federal court if sued by a diverse party outsideof the state of its principal place of business and articles ofassociation. In contrast, adoption of the broader interpretation of"located" and expanding national bank citizenship would limit the abilityof national banks to litigate in federal courts on the same footing asstate banks and thus undermines the statutory purpose. Accordingly, theCourt finds that a national bank is "located" in and thus a citizen ofthe state of its principal place ofPage 16business and the state listed in its articles of association.13To reflect the contemporary reality that national banks change theirlocation of operation, and to avoid the potential that a bank would bedeemed a citizen of a state with which it has no current significantcontacts, the state listed in the bank's most recent articles ofassociation is the relevant place of association. See EvergreenForest Products of Georgia, L.L.C. v. Bank of America, N.A.,262 F. Supp.2d 1297, 1307 (M.D. Ala. 2003).14Page 17

A final prudential concern factors into the Court's conclusion. Whilelacono's concern that proliferation of diversity cases hadburdened federal dockets in recent years was part of its rationale for adefinition of "located" that included national bank branch locations,such purpose should not motivate a particular outcome. Formulation of thescope or existence of diversity jurisdiction is a matter forCongressional, not judicial action. See 28 U.S.C.A. § 1332;U.S.C.A. Const. Art.3, § 2, cl. 1.

Applying these conclusions to the instant case, diversity ofcitizenship exists between the parties. The plaintiff, RDC, is a Delawarecorporation with its principal place of business in Tulsa, Oklahoma.Pursuant to 28 U.S.C. § 1332(c)(1), a corporation such as RDC "shallbe deemed to be a citizen of any State by which it has been incorporatedand of the State where it has its principal place of business. . . ."The defendant, Wachovia, is a national bank with its principal place ofbusiness in Charlotte, North Carolina. Wachovia's most recent articles ofassociation specify that Wachovia is chartered in Charlotte, NorthCarolina. Under the meaning of 28 U.S.C. § 1348, Wachovia will beconsidered a citizen of North Carolina for diversity purposes. Thus, thefact that defendant Wachovia has bank branches in the state ofConnecticut does not destroy diversityPage 18jurisdiction.

III. Conclusion

For the foregoing reasons, the plaintiff's motion to remand [Doc. # 8]is DENIED.

IT IS SO ORDERED.

1. Pursuant to 28 U.S.C. § 1441 (b), an "action shall beremovable only if none of the parties in interest properly joined andserved as defendants is a citizen of the State in which such action isbrought."

2. Because the Court finds in favor of Wachovia, the plaintiff'srequest for attorney's costs and expenses is also DENIED.

3. Unlike a corporation, "[a] national bank . . . does not have astate of incorporation because it is organized under federal law pursuantto the National Banking Act. . . . As a result of this uniqueorganizational structure, Congress enacted a separate jurisdictionalstatute [28 U.S.C. § 1348] that addresses the citizenship of nationalbanks." Evergreen Forest Products of Georgia, L.L.C. v. Bank ofAmerica, N.A., 262 F. Supp.2d 1297, 1301 (M.D. Ala. 2003).

4. See Signet Bank v. Hitachi Credit America Corp., 1996WL 33415779, * 2-5 (E.D. Va. Oct. 4, 1996); Silver v. Bank Midwest,N.A., 1996 U.S. Dist. LEXIS 8391, * 6-7 (D. Kan. May 15, 1996);Ferriaolo Construction, Inc. v. KeyBank, 978 F. Supp. 23, 24-26(D. Me. 1997); Schmidt v. Fleet Bank, 16 F. Supp.2d 340, 354(S.D.N.Y. 1998); Moore v. Union Planters Corp., 2000 WL33907688, * 2 (N.D. Miss. Jan. 18, 2000); First Union Corp. v.American Casualty Co. of Reading, PA, 222 F. Supp.2d 767, 769-70(W.D.N.C. 2001); Roozenboom v. U.S. Bank, 2000 WL 249403, * 3(D. Ore. February 22, 2000); Lasalle Bank Nat'l Ass'n v. NomuraAsset Capital Corp., 180 F. Supp.2d 465, 468 (S.D.N.Y. 2001);Firstar Bank, N.A. v. West-Anderson, 2003 WL 21313849, * 3 (D.Ran. April 22, 2003). See also Bank of New York v. bank ofAmerica, 861 F. Supp. 225, 230-31 (S.D.N.Y. 1994) ("The more naturalreading of `located' is that it includes any places where a [nationalbanking association] maintains a substantial presence."); NorwestBank Minnesota, N.A. v. Patton, 924 F. Supp. 114 (D. Colo. 1994);Frontier Ins. Co. v. MTN Owner Trust, 111 F. Supp.2d 376, 379-81(S.D.N.Y. 2000).

5. See Bank of America, N.A. v. Johnson, 186 F. Supp.2d 1182,1183-84 (W.D. Okla. 2001); Bank One, N.A. v. Euro-AlamoInvestments, Inc., 211 F. Supp.2d 808, 810 (N.D. Tex. 2002);Pitts v. First Union National Bank, 217 F. Supp.2d 629, 630-31(D. Md. 2002); Carl v. Republic Security Bank, 282 F. Supp.2d 1358,1364 (S.D. Fl. 2003); Evergreen Forest Products of Georgia,LLC v. Bank of America, N.A., 262 F. Supp.2d 1297, 1307 (M.D. Ala.2003); MBIA Ins. Corp. v. Royal Indem. Co., 294 F. Supp.2d 606,611 (Del. 2003); Bank One, N.A. v. Shreeji A&M, Inc., 2003U.S. Dist. LEXIS 10994, * 6-7 (N.D. Tex. June 27, 2003). Prior toFirstar Bank N.A., two district court decisions also ruled onsimilar grounds: Financial Software Systems, Inc. v. First UnionNational Bank, 84 F. Supp.2d 594, 607 (E.D. Pa. 1999); Baker v.First American National Bank, 111 F. Supp.2d 799 (W.D. La.2000).

6. The Second Circuit's attention to this issue appears limited totwo cases: United Republic Ins. Co. v. Chase Manhattan Bank,315 F.3d 168, 169-70 (2d Cir. 2003), remanding an action fordetermination of whether two of the appellants, both national bankingassociations, were citizens of the same state as the appellee becausethey had offices, affiliates, and subsidiaries in that state; and,World Trade Center Properties, L.L.C. v. Hartford Fire Ins.Co., 345 F.3d 154 (2d Cir. 2003), which, while not having this issuebefore it, in dicta remarking that "Defendant . . . is a national bank(i.e., not incorporated in any one state) and by statute is deemed to bea citizen of every state in which it has offices."

7. See American Surety Co. v. Bank of California,44 F. Supp. 81 (D. Or. 1941), aff'd, 133 F.2d 160 (9th Cir. 1943)("[A] national banking association should be considered as a citizen ofthe state where it has its principal place of business irrespective ofthe fact that it has authorized branches in other states."); Iowa v.First of Omaha Service Corp., 401 F. Supp. 439, 442 (S.D. Iowa 1975);Landmark Tower Assoc. v. First Nat'l Bank of Chicago,439 F. Supp. 195, 196 (S.D. Fla. 1977); Lee Constr. Co. v. FederalReserve Bank, 558 F. Supp. 165, 170 (D. Md. 1982).

8. In 1977, 12 U.S.C. § 94 read as follows: "Actions andproceedings against any association under this chapter may be had in anydistrict or territorial court of the United States held within thedistrict in which such association may be established, or inany State, county, or municipal court in the county or city in which saidassociation is located having jurisdiction in similar cases."(emphasis added).

9. It was not until 1933, after the passage of the McFadden Act, 44Stat. pt. 2, p. 1224, that Congress permitted national bankingassociations to operate branch banks beyond the place named in thecharter. Bouqas, 434 U.S. at 93.

10. The 1882 jurisdictional provision, provided in pertinent part: That the jurisdiction for suits hereafter brought by or against any association established under any law providing for national banking associations except suits between them and the United States, or its officers and agents, shall be the same as, and not other than, the jurisdiction for suits by or against banks not organized under any law of the United States which do or might do banking business where such national-banking associations may be doing business when such suits may be begun. And all laws and parts of laws of the United States inconsistent with this provision be, and the same are hereby, repealed. Act of July 12, 1882, ch. 290 § 4, 22 Stat. 162, 163.

11. The 1888 amendment provided: That all national banking association established under the laws of the United States shall, for the purposes of all actions by or against them, real, personal, or mixed, and all suits in equity, be deemed citizens of the States in which they are respectively located; and in such cases the circuit and district court shall not have jurisdiction other than such as they would have in cases between individual citizens of the same state. The provisions of this section shall not be held to affect the jurisdiction of the courts of the United States in cases commenced by the United States or by direction of any officer thereof, or cases winding up the affairs of any such bank. Act of Aug. 13, 1888, ch. 866 § 4, 25 Stat. 433, 436.

12. Specifically, "[i]n the Judicial Code of 1911, Congress changedagain the structure of the provision but retained the language regardingcitizenship. The change was not construed to effect any fundamentalchange in law, but rather was `obviously to make the purpose of thereenacted statute clearer.'" Financial Software Systems, Inc.,84 F. Supp.2d at 600-01 (citations omitted).

13. The Office of the Comptroller of the Currency ("OCC"), thebureau within the Department of the Treasury charged with supervisingnational banking associations, endorses this view. In Firstar Bank,N.A., the Office of the Comptroller of the Currency filed an AmicusCuriae brief in support of the appellant, Firstar Bank, N.A., arguingthat "[w]hat Congress intended is very simple. Congress wanted nationalbanks to have access to federal courts via diversity jurisdiction onterms equivalent to state banks and state corporations. Congresstherefore intended that a national bank be considered to be `located' forpurposes of 28 U.S.C. § 1348 in the state where the bank has its mainoffice in accordance with its federal charter." 2001 WL 34106718 * 3(Appellate Brief) Brief Amicus Curiae of the Office of the Comptroller ofthe Currency in Support of Plaintiff-Appellant Firstar Bank RequestingReversal of District Court Ruling (Jan. 23, 2001). More recently, inresponse to a request made by Bank of America in preparation forlitigation, the OCC drafted an interpretive letter in which it statedthat "[w]e believe the interpretation of the statute and fundamentalreasoning of the Firstar Bank, N.A. v. Faul court are correct.National Banks are to be treated for diversity jurisdiction purposes in amanner similar to state banks." Letter From Eric Thompson to ScottCammarn, Associate General Counsel, Bank of America, N.A. 6 (Oct. 23,availablehttp://www.occ.treas.qov/interp/feb03/int952.pdf.).

14. See also Office of the Comptroller of the Currency,Interpretive Letter #952, available athttp://www.occ.treas.gov/interp/feb03/ int952.pdf ("[A] national bank isa citizen of the state in which its principal place of business islocated and of the state that was originally designated in itsorganization certificate and articles of association, or if applicable,the state to which that designation has been changed under otherauthority (i.e., the state in which its main office is currentlylocated).").

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