Berik Stiftung, a Liechtenstein entity, appeals the dismissal of its complaint against Plains Marketing, L.P. and Plains Marketing Canada, L.P. for lack of subject matter jurisdiction. Berik Stiftung claimed the Appellees acquired assets in a Canadian pipeline without its consent and sought a declaratory judgment of ownership. The district court found that complete diversity was lacking because both Berik Stiftung and Plains Marketing Canada are considered foreign citizens under 28 U.S.C. § 1332(a). Berik Stiftung contended that its citizenship should reflect that of its beneficiaries, specifically the State of Florida, but the court ruled it was a foreign corporation based on its own allegations. The court dismissed the complaint without prejudice, leading to Berik Stiftung’s timely appeal. The appellate court will review the dismissal de novo and considers that the burden of proving subject matter jurisdiction lies with the party asserting it. Complete diversity is required for federal jurisdiction, and the presence of foreign entities on both sides negates this requirement.
Determination of whether a stiftung under Liechtenstein law qualifies as a foreign citizen for diversity jurisdiction is required. Berik Stiftung contends that a stiftung resembles a trust in U.S. law, where the citizenship of beneficiaries is crucial. The curator authorized Corbett Lenz and Stacie Daley, both Florida citizens, to act on behalf of the Foundation in U.S. and Canada matters, implying they are beneficiaries. Conversely, appellees argue that Berik Stiftung is a foreign juridical entity under 28 U.S.C. § 1332(a), rendering the individual citizenship of its members irrelevant. Citing *Puerto Rico v. Russell Co.*, the court noted that the citizenship of entities like "sociedades en comandita" is determined by the entity's status, not individual member citizenship. Additionally, in *Cohn v. Rosenfeld*, the Ninth Circuit affirmed that the nature of the entity under its governing law is what determines citizenship. Liechtenstein law classifies a stiftung as a "juristische Person" (juridical person), which is an independent legal entity. This autonomy separates its assets from those of the founder, confirming that Berik Stiftung qualifies as a foreign citizen for diversity jurisdiction purposes.
Berik Stiftung claims that U.S. federal courts have recognized stiftungen under Liechtenstein law as equivalent to trusts, referencing case law and IRS rulings. However, under Liechtenstein law, stiftungen are legally distinct from trusts. The characterization of a stiftung as a trust for estate tax purposes does not affect its status as a foreign entity for diversity jurisdiction. Additionally, Liechtenstein mandates that a trust must have a designated trustee to initiate legal action, and Berik Stiftung failed to name a trustee in its complaint. Furthermore, the assertion that Corbett Lenz and Stacie Daley are current beneficiaries is unsupported; the Stiftung's by-laws designate Randolph W. Lenz as the sole beneficiary during his lifetime, with Corbett Lenz and Stacie Daley only becoming beneficiaries posthumously. Since Randolph Lenz is still alive, the citizenship of Corbett Lenz and Stacie Daley is irrelevant to jurisdiction. The Stiftung is recognized as a foreign citizen under Liechtenstein law, but the absence of complete diversity among the parties led to a lack of subject matter jurisdiction. Consequently, the district court's dismissal of Berik Stiftung’s complaint is affirmed.
