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Hasbun v. Whitney Bank

United States District Court, E.D. Louisiana

October 10, 2018

HASBUN ET AL.
v.
WHITNEY BANK

         SECTION "L" (1)

          ORDER & REASONS

          ELDON E. FALLON UNITED STATES DISTRICT JUDGE.

         Before the Court is Plaintiffs' motion to remand. R. Doc. 9. Defendant opposes. R. Doc. 14. For the reasons that follow, the motion is DENIED.

         I. BACKGROUND

         This action arises out of allegedly unauthorized disbursements from Plaintiffs' accounts with Defendant Hancock Whitney Bank (“Hancock”). Plaintiffs, citizens of a foreign state (Honduras) and Texas, sued Hancock in the Civil District Court for the Parish of Orleans. Hancock removed on the basis of diversity of citizenship. The parties are clearly diverse, but Plaintiffs contend that Hancock's principal place of business is in Louisiana, and this precludes removal on the basis of diversity of citizenship.

         To put this matter in perspective, a brief review of Hancock's history is helpful. Hancock Bank was incorporated in Mississippi in 1899, with its principal place of business in Bay St. Louis, Mississippi and later in Gulfport, Mississippi. Its parent company, Hancock Holding Company, also incorporated in Mississippi, has its principal place of business in Gulfport. In 2011, Hancock Holding Company acquired Whitney National Bank. Whitney National Bank then merged with and into Hancock Bank of Louisiana, and was renamed “Whitney Bank, ” with a Louisiana charter. At this point in time, Hancock Holding Company operated Hancock Bank, a Mississippi chartered bank, and Whitney Bank, a Louisiana chartered bank. In 2014, Whitney Bank merged with Hancock Bank under Hancock Bank's existing Mississippi state charter, and the bank's name was changed to Whitney Bank. Recently, Whitney Bank changed its name to Hancock Whitney Bank. Presently, it is a Mississippi chartered bank, with branches in Mississippi, Louisiana, Alabama, and Florida.

         II. PRESENT MOTION

         Plaintiffs move to remand, asserting that Hancock's principal place of business is in Louisiana, and it cannot remove an action based on diversity of citizenship when it is a forum defendant. R. Doc. 9.

         This Court ordered the parties to conduct limited discovery concerning Hancock's citizenship. In response to Plaintiffs' discovery requests, Hancock produced a list of its eleven “Reg O” officers - those officers involved in “major policy-making functions” of the bank. Five of them - including Hancock's President, Chief Financial Officer, Chief Banking Officer, Chief Risk Officer, and Chief Credit Officer - are based in Hancock's New Orleans office. Because those individuals “direct, control, and coordinate” the corporation's activities, Plaintiffs argue, New Orleans is Hancock's “nerve center” for jurisdictional purposes. Plaintiffs further contend that the majority of Hancock Board and committee meetings take place in New Orleans. Finally, Plaintiffs emphasize Hancock's filings with the Louisiana Secretary of State, wherein Hancock lists the address of its President and Chief Financial Officer as “228 St. Charles Avenue Executive Offices.” R. Doc. 9-2 at 8.

         In opposition, Hancock argues that its principal place of business is in Gulfport, Mississippi - thus, it is not a forum defendant and Plaintiffs' motion to remand must be denied. Hancock contends that its “nerve center” is located in the Hancock Whitney Plaza in Gulfport, where Hancock's (1) highest level executive decision making occurs; (2) highest level executive and operational officers maintain offices; (3) core technology systems are located; and (4) human resources functions are managed. R. Doc. 14 at 14.

         Hancock argues that its officers “direct, control, and coordinate” the corporation's activities from its Gulfport office. Eight out of Hancock's eleven Reg O officers maintain offices there. Most importantly, Hancock's Chief Executive Officer - the highest ranking officer of the bank to whom every executive officer ultimately reports - is located in Gulfport and does not have dedicated office space in New Orleans.

         Seven of Hancock's fifteen Board members reside in Mississippi (including the Chairman), while only two reside in Louisiana, and two out of every three state-mandated Board meetings occur in Gulfport. The Capital Committee, composed of Hancock's Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, and President, is the “senior most management committee and is responsible for the major strategic decisions of the company.” Almost all of their monthly meetings take place in Gulfport - in the year preceding the filing of the Notice of Removal, ten took place in Gulfport, and two took place in New Orleans.

         III. LAW AND ANALYSIS

         “[A]ny civil action brought in a State court of which the district courts of the United States have original jurisdiction, may be removed by the defendant … to the district court.” 28 U.S.C. § 1441(a). District courts have original jurisdiction of all civil actions between citizens of different states in which the matter in controversy exceeds $75, 000.00. See 28 U.S.C. § 1332(a)(1). But a civil action otherwise removable on the basis of diversity of citizenship “may not be removed if any of the parties in interest properly joined and served as defendants is a citizen of the State in which such action is ...


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