United States District Court, W.D. Washington, Seattle
ORDER DENYING PLAINTIFF'S MOTION FOR
RICARDO S. MARTINEZ CHIEF UNITED STATES DISTRICT JUDGE.
matter comes before the Court on Plaintiff Lorenzo Santiago
Salas' Motion for Remand, Dkt. #6. Plaintiff moves the
Court for an order remanding this action to King County
Superior Court “because defendant Homax Products Inc.
is a citizen of the State of Washington for purposes of
diversity jurisdiction.” Id.
case was originally filed in King County Superior Court on
November 7, 2017. Dkt. #1-1. Plaintiff claims he was injured
on or about November 23, 2016, while using a product marked
as “Homax Wall Texture with Orange Peel Finish.”
See Dkt. #1-1 at 4-5. Defendant PPG removed on
November 29, 2017, citing diversity jurisdiction. Dkt. #1.
The parties agree that Plaintiff Lorenzo Santiago Salas
resides in Pierce County, Washington. Id. The
parties also agree that Defendant PPG is not a Washington
citizen for purposes of diversity. However, the parties
disagree about Defendant Homax's citizenship and its
effect on diversity jurisdiction. PPG states in its Notice of
Removal that Homax is “an inactive corporation which
was acquired by [PPG], ” but that when Homax was an
active corporation “it was registered as a Delaware
corporation with its principal place of business in
Bellingham, Washington.” Id. at 2-3.
Salas argues in this Motion that Homax is a citizen of
Washington State for purposes of diversity jurisdiction.
Salas cites to evidence that Homax filed for dissolution with
the Washington State Secretary of State on October 11, 2016.
Dkt. #6 at 3 (citing Dkt. #6-1 at 56). Salas argues that,
under RCW 23B.14.340, a claim against a corporation survives
that corporation's dissolution as long as it was filed
within 3 years from the effective date of the dissolution.
Id. Thus, according to Plaintiff, the fact that
Homax filed for dissolution in 2016 does not have an effect
on the claim, as it was filed within Washington's
statutory time limits.
Response, PPG argues that “[b]ecause Homax merged into
[PPG] ¶ 2014, Homax ceased to be a corporeal entity, and
therefore is not a Washington citizen for the purpose of
jurisdiction.” Dkt. #9 at 3. PPG argues that under
Washington law, unless stated otherwise, a surviving
corporation acquires all of the assets and liabilities of the
non-surviving corporation party to the merger. Id.
(citing RCW 23B.11.060(1)). PPG cites to Meadows v.
Bicrodyne Corp., 785 F.2d 670, (9th Cir. 1986) as a case
on point. PPG argues that RCW 23B.14.340, cited by Salas,
“permits a claim to be brought against a dissolved
Washington corporation up to three years after notice of
dissolution, ” but does not “alter how a
corporation purchases the assets and liabilities of one
corporation and merges it into the surviving
purchaser.” Id. at 4.
Reply, Salas argues that the Court should not consider
evidence submitted by PPG showing that the merger occurred in
2014. Dkt. #12. Salas argues that “since Homax, a
corporation with a primary place of business in Washington
State at the time of its dissolution, filed for dissolution
in October 20l6, under 238.14.340 claimants can still sue
that Washington corporation during the statutory
period.” Id. at 3. However, Salas does not
address Meadows, supra. Salas does not
address PPG's argument that it acquired the liabilities
of Homax at the time of the merger.
case is filed in state court, removal is typically proper if
the complaint raises a federal question or where there is
diversity of citizenship between the parties and the amount
in controversy exceeds $75, 000. 28 U.S.C. §§ 1331,
1332(a). For the purposes of the diversity jurisdiction
statute, “a corporation shall be deemed to be a citizen
of every State and foreign state by which it has been
incorporated and of the State or foreign state where it has
its principal place of business…” 28 U.S.C.
§ 1332(c)(1). Jurisdiction under Section 1332 requires
complete diversity of citizenship, so each plaintiff must be
diverse from each defendant. See Exxon Mobil Corp. v.
Allapattah Servs., Inc., 545 U.S. 546, 553, 125 S.Ct.
2611, 162 L.Ed.2d 502 (2005). Typically it is presumed
“‘that a cause lies outside [the] limited
jurisdiction [of the federal courts] and the burden of
establishing the contrary rests upon the party asserting
jurisdiction.'” Hunter v. Philip Morris
USA, 582 F.3d 1039, 1042 (9th Cir. 2009). Courts
“strictly construe the removal statute against removal
jurisdiction.” Gaus v. Miles, Inc., 980 F.2d
564, 566 (9th Cir. 1992). “The ‘strong
presumption' against removal jurisdiction means that the
defendant always has the burden of establishing that removal
is proper.” Id. (quoting St. Paul Mercury
Indem. Co. v. Red Cab Co., 303 U.S. 283, 288-290, 58
Strictly construing the removal statute against removal
jurisdiction, the Court nonetheless finds that PPG has met
its burden of establishing that removal was proper. PPG's
basis for removal is relatively simple. Although Homax would
have been a citizen of Washington State prior to its
dissolution and merger into PPG, this dissolution occurred
prior to Plaintiff Salas' cause of action accruing and
prior to suit. By Washington statutes, Salas can pursue a
claim against Homax for up to three years after its
dissolution, but that claim is a liability acquired by PPG.
See RCW 23B.11.060(1). Plaintiff Salas does not
address this argument or the support found in
Meadows, supra. The Court agrees that
Meadows is on point and dispositive. Given all of
the above, the Court will deny this Motion.
reviewed the relevant pleadings, the declarations and
exhibits attached thereto, and the remainder of the record,
the Court hereby finds and ORDERS that Plaintiff Salas'
Motion to Remand (Dkt. #6) is DENIED.
 The parties appear to agree that
Defendant Homax Products, Inc. was misidentified as
“Hofax Products, Inc.” in the ...