Glengarry, L.L.C., and Angus M. Peyton, Co-Trustee of the Angus Eugene Peyton Irrevocable Trust II v. Andrew Normand Peyton Morin and William Briscoe Morin and Lisa P. Morin, Co-Trustee of the Angus Eugene Peyton Irrevocable Trust II, and Donald R. Morin, Co-Trustee of the Angus Eugene Peyton Irrevocable Trust II

Summary

The United States District Court for the Southern District of West Virginia denied a motion to remand and motions for summary judgment arising from the merger of Bonnie Brae, LLC, into Glengarry, L.L.C. The court held that diversity jurisdiction existed because the citizenship of the individual trustees, rather than the Trust itself, controlled and the parties were completely diverse after realignment. The court found genuine disputes of material fact concerning the merger’s validity and the defendants’ fiduciary-duty and related counterclaims, requiring a trial.

Holdings

1. The Trust's citizenship did not defeat diversity jurisdiction because the action was brought against the individual trustees rather than against the Trust itself; the citizenship of the individual trustees controlled.
2. Remand was unwarranted because the court possessed diversity jurisdiction.
3. Neither Peyton nor defendants was entitled to summary judgment because genuine disputes of material fact existed concerning the validity of the merger and defendants' counterclaims.

Questions Presented

1. Whether the court had diversity jurisdiction after Peyton was realigned as a plaintiff and whether the citizenship of the Trust defeated complete diversity.
2. Whether the trustee defendants' citizenship, rather than the citizenship of the Trust itself, controlled for diversity purposes.
3. Whether summary judgment was proper on Peyton's challenges to the counterclaims, including damages, limitations, expert-proof, and declaratory-relief issues.
4. Whether defendants were entitled to partial summary judgment declaring the merger invalid based on lack of unanimous approval, failure to tender cashout payments, or inability to fund those payments.

Disposition

denied