MARCUS, Circuit Judge:
At issue in this appeal is whether syndicates of insurance underwriters who do business in the international insurance marketplace known as Lloyd's of London ("Lloyd's") must plead the citizenship of each of their underwriting members to establish diversity jurisdiction pursuant to 28 U.S.C. § 1332. Faced with a state court negligence suit against one of their policy-holders, the Lloyd's syndicates filed the diversity action underlying this appeal, seeking a declaratory judgment that the lawsuit was barred by a prior settlement. Although the syndicates disclosed only the "lead underwriter's" citizenship, the district court denied the defendant's motion to dismiss for lack of subject matter jurisdiction. It then granted summary judgment for the plaintiff Underwriters on the settlement issue. The defendant challenges both rulings here, but the jurisdictional issue is dispositive. A wealth of Supreme Court precedent yields the conclusion that the Lloyd's syndicates, as unincorporated associations, must plead the citizenship of each of their members. Because
The critical facts relevant to this appeal are drawn from the record on the Rule 12(b)(1) motion to dismiss and the Rule 56 motion for summary judgment. See Fed. R.Civ.P. 12(b)(1) and 56. On May 7, 2002, Carol Osting-Schwinn's minor son, C.O., was riding a dirt bike when it collided with an all-terrain vehicle driven by Michael Rockhill, who was insured by a policy underwritten at Lloyd's. C.O. sustained serious physical injuries and his mother filed an insurance claim. The relevant underwriting syndicates at Lloyd's became aware of the claim in the fall of 2004 and offered to settle it. On May 25, 2005, Osting-Schwinn's attorneys sent a settlement offer to the syndicates, offering to release all claims in exchange for a check for the full policy limits and the information disclosures required by Fla. Stat. § 627.4137. The syndicates accepted the settlement offer on May 31, 2005, sending four checks in the amount of the policy limits, along with affidavits and a copy of the Rockhills' policy intended to satisfy the disclosure requirements of the Florida statute.
After several letters between the syndicates and Osting-Schwinn's attorneys, however, Osting-Schwinn returned the settlement checks, claiming that the syndicates had failed to properly disclose information about other known insurers and to send an adequate copy of the insurance policy, all in violation of Florida law. Osting-Schwinn then filed a negligence action on behalf of her son against Michael Rockhill, Jr., and Michael Rockhill, Sr., in Florida Circuit Court in July 2005. Complaint, Osting-Schwinn v. Rockhill, Case No. 05-6257 (Fla.Cir.Ct. July 21, 2005). In response, the underwriting syndicates commenced this diversity action in the United States District Court for the Middle District of Florida on August 5, 2005, seeking a declaratory judgment pursuant to 28 U.S.C. § 2201 that the parties had reached a valid settlement.
The Society of Lloyd's, London, is not an insurance company, but rather a British organization that provides infrastructure for the international insurance market. Originating in Edward Lloyd's coffee house in the late seventeenth century, where individuals gathered to discuss insurance, the modern market structure was formalized pursuant to the Lloyd's Acts of 1871 and 1982. Lloyd's Act, 1871, 34 Vict., c. 21, pmbl.; Lloyd's Act, 1911, 1 & 2 Geo. V, c. 62; Lloyd's Act, 1951, 14 & 15 Geo. VI, c. 8; Lloyd's Act, 1982, c. 14. Lloyd's itself does not insure any risk. Individual underwriters, known as "Names" or "members," assume the risk of the insurance loss. Names can be people or corporations; they sign up for certain percentages of various risks across several policies. Once admitted to the Society of Lloyd's, each Name is subject to a number of bylaws and regulations ensuring that he or she is solvent and "that at all times there are available sufficient funds" to pay all claims. See, e.g., Lloyd's Act, 1982, c. 14 § 8. Critical to the diversity jurisdiction question, Names are not only British citizens, but may be of many nationalities. Lloyd's Act, 1982, c.14, pmbl. (5).
Names underwrite insurance through administrative entities called syndicates, which cumulatively assume the risk of a particular policy. In this case, syndicates 861, 1209, and 588 subscribe to the Rockhills' policy. The syndicates are not incorporated, but are generally organized by Managing Agents, which may or may not be corporations. The Managing Agents determine the underwriting policy for the syndicate and accept risks on its behalf, retaining a fiduciary duty toward the underwriting Names. As mere administrative structures, the syndicates themselves bear no risk on the policies that they underwrite; the constituent Names assume individual percentages of underwriting risk. The Names are not liable for the risks that the other Names assume. Lloyd's Act, 1982, c. 14 § 8(1). Names purchase insurance through underwriting agents. Lloyd's Act, 1982, c. 14 § 8(2).
Lead underwriters, or active underwriters, serve as the public faces for particular syndicates. In this case, the lead underwriter is Dornoch, Ltd. Second Amended Complaint at 2, ¶ 2, Underwriters at Lloyd's, London v. Osting-Schwinn, No. 8:05-CV-1460 (M.D.Fla. Nov. 18, 2005). This underwriter is usually the only Name disclosed on the policy, although the Lloyd's Policy Signing Office keeps records on the identity of each Name underwriting a policy. In the event of a suit over a Lloyd's policy, the lead underwriter is often named specifically in the suit. See, e.g., E.R. Squibb & Sons, Inc. v. Accident & Cas. Ins. Co., 160 F.3d 925 (2d Cir.1998) (naming Allan Peter Dennis Haycock, lead underwriter, in the suit); Hilton Oil Transport v. Jonas, 75 F.3d 627 (11th Cir.1996) (naming lead underwriter T.E. Jonas in a suit over marine insurance).
Crucially, each Name's liability is several and not joint. Thus, the Lloyd's Act of 1982 provides that an "underwriting member shall be a party to a contract of insurance underwritten at Lloyd's only if it is underwritten with several liability, each underwriting member for his own part and not one for another, and if the liability of each underwriting member is accepted solely for his own account." Lloyd's Act, 1982, c.14, § 8(1). See also Lloyd's Act, 1871, c. 14 § 40 ("Nothing in this Act shall confer limited liability on the members of the Society, or in any manner restrict the liability of any member thereof in respect of his individual undertakings, or make any member of the Society as such responsible
The Lloyd's syndicates' first complaint in this case asserted that "[t]his is an action based upon diversity of citizenship brought by Underwriters against Carol Osting-Schwinn for specific performance of a contract...." Complaint at 1, Underwriters at Lloyd's, London v. Osting-Schwinn, No. 8:05-CV-1460 (M.D.Fla. Aug. 5, 2005). The initial complaint did not include any information about the plaintiffs' citizenship. The first amended complaint again claimed diversity jurisdiction, but this time included the following information identifying the plaintiff: "Underwriters subscribe to policy number UT01AS83, issued under Certificate number LLMH00447, the named insured of which is Rockhill. Underwriters are citizens of the United Kingdom." Amended Complaint at 2, Underwriters at Lloyd's, London v. Osting-Schwinn, No. 8:05-CV-1460 (M.D.Fla. Oct. 18, 2005). Finally, the second amended complaint added information about the lead underwriter's citizenship: "The lead underwriter, Dornoch Ltd., is a company incorporated under the laws of the United Kingdom and having its principal place of business at 70 Gracechurch Street in London, England." Second Amended Complaint at 2, Underwriters at Lloyd's, London v. Osting-Schwinn, No. 8:05-CV-1460 (M.D.Fla. Nov. 18, 2005).
Osting-Schwinn then moved, pursuant to Fed.R.Civ.P. 12(b)(1), to dismiss the case for lack of subject matter jurisdiction, based on the syndicates' failure to plead the citizenship of each underwriting Name. The district court denied the motion, relying on Certain Interested Underwriters at Lloyd's, London, England v. Layne, 26 F.3d 39, 42 (6th Cir.1994), for the proposition that the lead underwriter, as an "agent[ ] for [an] undisclosed principal[ ]," is the "real party to the controversy" and, therefore, can establish diversity jurisdiction on the basis of its citizenship alone. Underwriters at Lloyd's, London v. Osting-Schwinn, No. 8:05-CV-1460-17TGW, 2006 WL 947815 at *2 (M.D.Fla. Apr. 12, 2006). The district court described Lloyd's as consisting of "over 400 separate syndicates and over 30,000 members," and reasoned that disclosing the citizenship of "all underwriters at Lloyd's" would be "unwieldy." Id. The district court also observed that, given the Lloyd's policy against disclosing the Names' identities, disclosure would prevent Lloyd's from vindicating its rights in federal court.
Thereafter, on September 30, 2008, the district court granted the underwriting syndicates' motion for summary judgment, holding that they and Osting-Schwinn had formed an enforceable out-of-court settlement, directing the Underwriters to disburse $101,658 to settle the claim, and directing Osting-Schwinn to execute a General Release of All Claims. Underwriters at Lloyd's, London v. Osting-Schwinn, No. 8:05-CV-1460-17TGW, 2008 WL 4459016 at *4 (M.D.Fla. Sept. 30, 2008).
We review de novo a district court's denial of a Rule 12(b)(1) motion to dismiss for lack of subject matter jurisdiction. Sinaltrainal v. Coca-Cola Co., 578 F.3d 1252, 1260 (11th Cir.2009). In this case, we review de novo whether the district court properly interpreted and applied the provisions of 28 U.S.C. § 1332 in determining whether the underwriters at Lloyd's established diversity jurisdiction. See Amos v. Glynn County Bd. of Tax Assessors, 347 F.3d 1249, 1255 (11th Cir. 2003). We review the district court's jurisdictional fact-findings, however, for clear error. Id. The clearly erroneous standard is "highly deferential" and requires that we uphold the district court's factual determinations so long as they are "plausible in light of the record viewed in its entirety." Carmichael v. Kellogg, Brown & Root Servs., Inc., 572 F.3d 1271, 1280 (11th Cir.2009) (internal citations and quotation marks removed).
For federal diversity jurisdiction to attach, all parties must be completely diverse, Strawbridge v. Curtiss, 7 U.S. (3 Cranch) 267, 267, 2 L.Ed. 435 (1806); Palmer v. Hosp. Auth. of Randolph County, 22 F.3d 1559, 1564 (11th Cir.1994); Tardan v. Cal. Oil Co., 323 F.2d 717, 721-22 (5th Cir.1963),
This appeal turns principally on the citizenship requirement. The underwriting syndicates at Lloyd's have for some years assumed that they are permitted to sue and be sued in federal court without disclosing the citizenship of their member Names, and they have had some success in this. We, nevertheless, must determine whether that practice comports with federal law governing diversity jurisdiction. As courts of limited jurisdiction, we are obliged to "scrupulously confine [our] own jurisdiction to the precise limits which the statute has defined." Healy v. Ratta, 292 U.S. 263, 270, 54 S.Ct. 700, 78 L.Ed. 1248 (1934). We turn, then, to the central issue of whether the Lloyd's syndicates in this case could properly invoke the district court's diversity jurisdiction without pleading the citizenship of each of their member Names.
For well over a century, federal law has drawn a sharp distinction between corporations and virtually every other form of association for purposes of determining diversity of citizenship. On the one hand, corporations are considered legal persons whose citizenship does not depend on that of their shareholders, a rule that extends back at least to the case of Louisville, Cincinnati, and Charleston Railroad Co. v. Letson, 43 U.S. (2 How.) 497, 557-58, 11 L.Ed. 353 (1844). See also MacGinnitie v. Hobbs Group, LLC, 420 F.3d 1234, 1239 (11th Cir.2005). On the other hand, unincorporated associations do not themselves have any citizenship, but instead must prove the citizenship of each of their members to meet the jurisdictional requirements of 28 U.S.C. § 1332. Furthermore, no matter the particular features of an unincorporated entity, it has long been "[t]he tradition of the common law ... to treat as legal persons only incorporated groups and to assimilate all others to partnerships," which must plead the citizenship of each member. Puerto Rico v. Russell & Co., 288 U.S. 476, 480, 53 S.Ct. 447, 77 L.Ed. 903 (1933).
The Supreme Court reaffirmed this categorical approach in Carden v. Arkoma Associates, 494 U.S. 185, 110 S.Ct. 1015, 108 L.Ed.2d 157 (1990), a diversity suit brought by an Arizona limited partnership against two Louisiana citizens. Id. at 186, 110 S.Ct. 1015. The defendants claimed that one of the plaintiff's limited partners was a citizen of Louisiana, and therefore that complete diversity was lacking. Id. The plaintiff countered that the citizenship of its limited partners was irrelevant for diversity purposes, under two separate theories. The partnership first argued that a limited partnership, like a corporation, should be considered a citizen of the state that created it. Second, and more narrowly, the partnership said that federal courts should look only to the general partners rather than the limited partners for diversity purposes, since the general partners have exclusive managerial control over partnership operations. Id. at 191, 192, 110 S.Ct. 1015 (citation omitted). The Supreme Court was unpersuaded by either argument; responding to both, it squarely
Id. at 195-96, 110 S.Ct. 1015 (citations and quotation marks omitted).
In support of its holding, the Court reviewed a long line of cases establishing the principle upon which it relied. See id. at 189-92, 110 S.Ct. 1015. Thus, as early as
Eleven years later, in Great Southern Fire Proof Hotel Co. v. Jones, 177 U.S. 449, 20 S.Ct. 690, 44 L.Ed. 842 (1900), the Court confronted a diversity suit filed by a Pennsylvania limited partnership that claimed it was a citizen of Pennsylvania. The partnership noted that it was organized under the laws of Pennsylvania, was entitled under Pennsylvania law to sue and be sued in the name of the partnership, and was considered in Pennsylvania to be a "quasi corporation," with many of the features of a corporation. Id. at 454-57, 20 S.Ct. 690. The Supreme Court, however, still found Chapman to be "decisive," id. at 454, 20 S.Ct. 690, and held that none of the partnership's characteristics was "sufficient ... for regarding it as a corporation within the jurisdictional rule" of Letson and its progeny. Id. at 457, 20 S.Ct. 690. "That rule," the Court said emphatically, "must not be extended." Id.
Finally, in United Steelworkers of America, AFL-CIO v. R.H. Bouligny, Inc., 382 U.S. 145, 149-51, 86 S.Ct. 272, 15 L.Ed.2d 217 (1965), the Court addressed whether a national labor union could be treated as a citizen of the state where it had its principal place of business. The district court could "[d]ivin[e] no common sense reason for treating an unincorporated national labor union differently from a corporation," id. at 146, 86 S.Ct. 272 (quotation marks omitted), and the Supreme Court, too, found "considerable merit" in the growing chorus of dissatisfaction with the Chapman approach:
Id. at 149-50, 86 S.Ct. 272. Nevertheless, the Supreme Court characterized the decision of how to treat unincorporated associations as primarily legislative in nature. Id. at 147-53, 86 S.Ct. 272. Noting the high degree of arbitrary line-drawing that would follow if the judiciary were left to determine which among the many artificial creatures of state law were sufficiently like a corporation to be treated as such for diversity purposes, id. at 152, 86 S.Ct. 272, the Court held steady on the course set by Chapman.
Adhering firmly to these precedents, the Court in Carden provided "a general rule: every association of a common-law jurisdiction other than a corporation is to be treated like a partnership." Indiana Gas Co. v. Home Ins. Co., 141 F.3d 314, 317 (7th Cir.1998) (emphasis in original) (citing Carden, 494 U.S. at 190, 110 S.Ct. 1015). That rule applies without
The Supreme Court acknowledged the formal nature of the rule it endorsed in Carden, but echoed its earlier assessment in Bouligny that the issue of how to treat associations under § 1332 was primarily a legislative one: "[H]aving entered the field of diversity policy with regard to artificial entities once (and forcefully) in Letson, we have left further adjustments to be made by Congress." Id. at 196, 110 S.Ct. 1015 (citing Bouligny, 382 U.S. at 147, 86 S.Ct. 272). Moreover, whatever the strength of its substantive rationale, the Carden rule avoids the potentially serious "difficulty of creating and applying a workable standard to determine which unincorporated associations possess sufficient `entity' characteristics to be treated as corporations for diversity purposes." 13F Charles Alan Wright, Arthur R. Miller, Edward H. Cooper, Richard D. Freer, Joan E. Steinman, Catherine T. Struve, Vikram David Amar, Federal Practice and Procedure § 3630 (3d ed.2009). In other words, the Carden rule has the distinct advantages of all bright-line rules: predictability and ease of application.
In this case, the Carden rule clearly and neatly answers the jurisdictional question we face. The Lloyd's syndicates who are the plaintiffs in this case, classed as "Underwriters," fall squarely within the class of unincorporated associations for which the pleading of every member's citizenship is essential to establishing diversity jurisdiction. Syndicates in the
In holding that syndicates of Lloyd's underwriters must plead the citizenship of each of their members, we join two of our sister circuits. Faced with the same question we face here, the Seventh Circuit concluded as follows:
Indiana Gas Co., 141 F.3d at 317 (citing Carden, Bouligny, and Chapman) (internal citations and quotation marks omitted). The Seventh Circuit also rejected the claim that the lead underwriter was analogous to a trustee, and therefore the appropriate party from which to determine jurisdiction: as the court explained, the underwriters "do not own [the syndicate's] wealth or exercise over it any dominion other than the power to underwrite risks." Id. at 318 (citing Navarro, 446 U.S. at 465, 100 S.Ct. 1779). The Second Circuit has reached a similar conclusion. See E.R. Squibb, 160 F.3d at 931.
Even if we agreed with the Sixth Circuit that the lead underwriters are somehow more the real parties in interest than the Names they represent—a flawed premise, as we see it, since each underwriter is directly liable for his proportionate share of the risk, and only for that share—we would still reject the Sixth Circuit's approach because it relies on an incorrect reading and application of Carden. Principally, the Layne decision rested on the argument contained in the dissent in Carden that identifying the "real party in interest" is sufficient to determine citizenship. Indeed, in explaining that the diversity question "is generally answered by application of the `real party to the controversy' test," id. at 42, the Layne court cited a footnote in Carden in which the majority rejected the application of the real-party-in-interest test to artificial entities. The cited footnote criticized the dissent's approach, noting that the "dissent fails to cite a single case in which the citizenship of an artificial entity, the issue before us today, has been decided by application of the `real party to the controversy' test that it describes." Carden, 494 U.S. at 188 n. 1, 110 S.Ct. 1015. The Sixth Circuit, for its part, offered little explanation of how the "real party in interest" test could properly be used to circumvent the rule in Carden in a case such as this one. Cf. 13F Charles Alan Wright, Arthur R. Miller & Edward H. Cooper, Federal Practice and Procedure § 3630.1 (3d ed. 2009) ("The majority view, articulated in the Seventh Circuit's Indiana Gas decision[,] appears more consistent [than does Layne] with the general rule, re-articulated in Carden, that the citizenship of each member of an unincorporated association... must be considered in determining whether diversity of citizenship exists.").
We note that in taking jurisdiction in this case, the district court relied primarily on Layne. But we remain unpersuaded by the district court's approach for the same reasons we reject the approach taken in Layne. The district court did make three additional observations in support of its conclusion, but we cannot agree with them either. First, the district court said that "alleg[ing] complete diversity would ... be an unwieldy burden" and would shut Lloyd's out of federal court because Lloyd's would be required to disclose the identity and citizenship of every Name on the Lloyd's market. Underwriters at Lloyd's London v. Osting-Schwinn, 2006 WL 947815, at *2 (M.D.Fla. Apr. 12, 2006). The rule of Carden, however, is "technical, precedent-bound, and unresponsive to policy considerations raised by the changing realities of business organization," and does not admit of exceptions based on convenience or practicality. Carden, 494 U.S. at 196, 110 S.Ct. 1015. And, even if legally relevant to the jurisdictional inquiry, the "unwieldiness" principle is based on a clearly erroneous finding of fact: each syndicate comprises only those
Second, the district court observed that the lead underwriters are "liable for the entire amount [of an insurance policy] as a matter of law." Underwriters at Lloyd's, 2006 WL 947815, at *2. Again, however, even if legally relevant, this determination is wrong, because the lead underwriters are only severally liable, like the other Names, for their proportional amount of loss. See Lloyd's Act, 1982, c. 14, § 8(1). See also Corfield, 355 F.3d at 858-59; Squibb, 160 F.3d at 928-29.
Finally, the district court noted that Florida law has "declar[ed] [Lloyd's] a person under the Florida Insurance Code § 624.04," which the district court considered a "recognition of Lloyd's ability to bring suit." Underwriters at Lloyd's, 2006 WL 947815, at *2. This reasoning is perplexing. As an initial matter, it is the underwriters, not Lloyd's, who are the parties to this lawsuit. Lloyd's of London is not suing anyone in this insurance dispute, nor can we imagine why it should do so. Second, the district court's reasoning is squarely foreclosed by our case law and that of the Supreme Court. "[A]n association has no legal existence as an entity separate from its members[,] ... [and] is not a jural person for purposes of diversity jurisdiction, even when it has the capacity to sue or be sued in the association name" under state law. Calagaz v. Calhoon, 309 F.2d 248, 251-52 (5th Cir. 1962) (emphasis added). See also Great Southern, 177 U.S. at 454-57, 20 S.Ct. 690 (holding that a limited partnership association that was given the ability to sue and be sued in its own name under state law was not a citizen of that state for diversity purposes). Indeed, § 624.04 of the Florida Statutes also defines a "partnership" as a "person," but no one could reasonably contend that to determine a partnership's citizenship "for diversity purposes, ... [a] court may consult the citizenship of less than all of the entity's members." Carden, 494 U.S. at 195, 110 S.Ct. 1015 (rejecting precisely that contention). In other words, associations may enjoy any number of peculiar rights under state law, but in determining diversity jurisdiction, "[t]he dead hand of the common law still holds unincorporated associations in its grip." Calagaz, 309 F.2d at 251.
Although we conclude that a Lloyd's syndicate must plead the citizenship of each Name to establish diversity jurisdiction, we address one final possibility by which jurisdiction might be salvaged here. Several circuits have held that because of the Names' several liability, an individual Name that meets the amount in controversy requirement may proceed in his individual capacity. See Corfield, 355 F.3d at 864; Chem. Leaman Tank Lines, Inc. v. Aetna Cas. & Sur. Co., 177 F.3d 210, 222-23 (3d Cir.1999); E.R. Squibb, 160 F.3d at 939-40. As an initial matter, we are inclined to agree with this approach.
Several liability is fundamental to the Lloyd's structure and, as we've noted, is expressly provided for by statute; both the Lloyd's Act of 1871 and the Lloyd's Act of 1982 underscore that each Name is liable solely for his own proportional risk on a Lloyd's contract: "An underwriting member shall be a party to a contract of insurance underwritten at Lloyd's only if it is underwritten with several liability, each underwriting member for his own part and not one for another, and if the liability of each underwriting member is accepted solely for his own account." Lloyd's Act, 1982, c. 14, § 8(1). See also Lloyd's Act,
We, nevertheless, need not decide how to treat an underwriter proceeding on his own behalf, because even if Dornoch Ltd. intended to sue in an individual capacity, it has not made that intention clear, and therefore has not carried its burden of establishing subject matter jurisdiction. See McCormick, 293 F.3d at 1257. In fact, the operative complaint seems to suggest just the opposite—that Dornoch was proceeding in a representative capacity:
The first sentence in the quotation identifies the plaintiffs as "Underwriters," in the aggregate, and then refers to Dornoch as the "lead underwriter," at least suggesting that Dornoch is representing the other unidentified underwriters. All we can say, however, is that the pleading is wholly ambiguous as to the role of Dornoch, and thus cannot establish diversity on the basis of Dornoch's individual citizenship.
Ultimately, "a remand [is] clearly ... required in this suit as currently constituted, since the record does not disclose the identity, let alone the citizenship, of the Names involved in the case. And without knowledge of that citizenship, it [is] impossible to say that complete diversity exists." E.R. Squibb, 160 F.3d at 930. Although Dornoch's citizenship has been revealed, until the other Names' citizenship has been shown—or, perhaps, until the complaint is amended to state that Dornoch is proceeding in its individual capacity—the district court could not properly find, by a preponderance of the evidence or otherwise, that the parties are completely diverse. "[O]nce a federal court determines that it is without subject matter jurisdiction, the court is powerless to continue." Univ. of S. Ala. v. Am. Tobacco Co., 168 F.3d 405, 410 (11th Cir.1999).
In short, the district court should not have continued past the jurisdictional
REVERSED IN PART, VACATED IN PART, AND REMANDED.
HILL, Circuit Judge, concurring:
We are bound, of course, by the holdings of the Supreme Court. See, e.g., Carden v. Arkoma Associates, 494 U.S. 185, 110 S.Ct. 1015, 108 L.Ed.2d 157 (1990); United Steelworkers of America, AFL-CIO v. R.H. Bouligny, Inc., 382 U.S. 145, 149-51, 86 S.Ct. 272, 15 L.Ed.2d 217 (1965); Chapman v. Barney, 129 U.S. 677, 9 S.Ct. 426, 32 L.Ed. 800 (1889). I cannot yield to the temptation to find this case not controlled by earlier Supreme Court precedent.
The only real exception to the Carden rule can be found in Puerto Rico v. Russell & Co., 288 U.S. 476, 480-82, 53 S.Ct. 447, 77 L.Ed. 903 (1933), where the Supreme Court held that Russell & Co., a "sociedad en comandita" formed under Puerto Rican civil law, could be treated as a citizen of Puerto Rico to establish federal diversity jurisdiction. Some years later, however, in reaffirming the "doctrinal wall" between incorporated and unincorporated entities, the Supreme Court itself
Carden, 494 U.S. at 190, 110 S.Ct. 1015 (quotation marks, citations, and alterations omitted).