Schneiderman v. American Chemical Society

21-2737(L)
Schneiderman v. American Chemical Society
In the
United States Court of Appeals
for the Second Circuit
AUGUST TERM 2024
Nos. 21-2737(L), 24-274(C ON)
ARNOLD S CHNEIDERMAN, AKA MOSHE S CHNEIDERMAN,
Plaintiff-Appellant,
v.
THE AMERICAN C HEMICAL SOCIETY ,
Defendant-Appellee.*
__________
On Appeal from the United States District Court
for the Eastern District of New York
__________
ARGUED: MAY 5, 2025
D ECIDED: APRIL 6, 2026
________________
Before: RAGGI , MENASHI , and MERRIAM, Circuit Judges.
________________
Plaintiff, a citizen of New York, invoked diversity jurisdiction to sue
defendant, a federally chartered corporation with its principal place of business in
* The Clerk of Court is respectfully directed to amend the official case caption as set forth
above.

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Washington, D.C., for disability discrimination in violation of New York State law.
Plaintiff now appeals from (1) a judgment of the United States District Court for
the Eastern District of New York (Mauskopf, J.) dismissing his action for lack of
subject matter jurisdiction, and (2) a subsequent order of the same court declining
to reconsider that judgment and to reopen the case for further discovery as to a
possible federal law claim. Plaintiff argues that the district court erred in failing
to recognize that, even though defendant, as a federally chartered corporation, is
not incorporated under the laws of any State, diversity jurisdiction was established
under the principal-place-of-business provision of 28 U.S.C. § 1332(c)(1). That
provision, however, is properly read to apply not independently, but only in
conjunction with the statute’s State-of-incorporation provision, such that a
corporation is a citizen not only of the State of its incorporation but also of the State
where it has its principal place of business. That reading comports with
Congress’s purpose to narrow diversity jurisdiction in cases involving State-
chartered corporations. In sum, § 1332(c)(1) does not pertain to federally chartered
corporations, such as defendant, that are not incorporated by any State. Thus, the
district court correctly concluded that diversity jurisdiction was not established in
this case and properly ordered dismissal. As for plaintiff’s other challenges, the
district court acted within its discretion in declining both to reconsider its prior
rulings and to reopen the case.
AFFIRMED.
Judge Menashi dissents in a separate opinion.

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_________________
J OSHUA FULD N ESSEN, The Maddox Law Firm, LLC,
Weston, CT, for Plaintiff-Appellant.
JOSEPH J. LYNETT (Sydney A. Mendelsohn, on the brief),
Jackson Lewis P.C., New York, NY, for Defendant-
Appellee.
_________________
REENA RAGGI , Circuit Judge:
Plaintiff Arnold Schneiderman, a citizen of New York, invoked diversity
jurisdiction to sue defendant The American Chemical Society (“ACS”), a federally
chartered corporation, in the United States District Court for the Eastern District
of New York (Roslynn R. Mauskopf, Judge) for alleged disability discrimination in
violation of New York State law. See Third Am. Compl. ¶¶ 4, 45 (citing 28 U.S.C.
§ 1332(a)(1)), Rumain et al. v. Am. Chem. Soc’y (“Schneiderman”), No. 17-CV-2530
(E.D.N.Y.), Dkt. No. 48.1 Schneiderman now appeals from a judgment of that court
entered on September 30, 2021, which dismissed his complaint for lack of subject
matter jurisdiction based on a failure to demonstrate diversity of citizenship. See
Schneiderman v. Am. Chem. Soc’y, No. 17-CV-2530, 2021 WL 5122078, at *5 (E.D.N.Y.
Sept. 28, 2021) (ordering dismissal without prejudice to refiling in state court).
Schneiderman also appeals from a post-judgment order entered on December 28,
2023, which denied the last in a series of pro se motions seeking reconsideration of
1 While the docket was originally captioned “Rumain et al. v. Am. Chem. Soc'y,” plaintiff
Barbara Rumain has since been dropped from the action. Thus, for simplicity, we
hereafter cite the district court docket as “Schneiderman.”

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dismissal and reopening of the case for further discovery as to a possible federal
law claim.
In challenging dismissal, Schneiderman argues that the district court erred
in failing to recognize that, even though ACS is a “federally chartered corporation”
not incorporated under the laws of any State, 36 U.S.C. § 20501, it is a State citizen
subject to diversity jurisdiction in this case because its “principal place of business”
is Washington, D.C., 28 U.S.C. § 1332(c)(1).2 This effectively construes the
conjunction “and,” as used in § 1332(c)(1), to join independent clauses
disjunctively, such that “a corporation shall be deemed to be a citizen of every
State . . . by which it has been incorporated and [whether or not it has been
incorporated by any State] of the State . . . where it has its principal place of
business.” To the contrary, we conclude that Congress intended for the word
“and” in § 1332(c)(1) to act effectively as a correlative conjunction, so that “a
corporation shall be deemed to be a citizen [not only] of every State . . . by which
it has been incorporated [but also] of the State . . . where it has its principal place
of business.” Indeed, because the first provision’s reference to “every State by
which it has been incorporated” presupposes incorporation by some State, the
principal-place-of-business provision can only be understood to identify a State of
citizenship in addition to that already identified by the State-of-incorporation
provision, not to identify a State of citizenship even in the absence of any State of
incorporation. Insofar as there is any textual ambiguity on that point, context and
history, as discussed herein, support this correlative conjunctive construction.
Moreover, that conclusion comports with Congress’s singular purpose in enacting
these two § 1332(c)(1) provisions: to narrow the availability of diversity
jurisdiction in cases involving State-chartered corporations. See infra at 38–46
2 See infra at 11 (quoting statute).

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(documenting history). Nowhere has Congress signaled any intent for § 1332(c)(1)
to be construed to expand diversity jurisdiction to reach federally chartered
corporations generally.
In sum, § 1332(c)(1) does not pertain to federally chartered corporations
such as ACS, which are not incorporated by any State. Thus, the district court
correctly ruled that ACS, as a federally chartered corporation, was not subject to
diversity jurisdiction and that Schneiderman’s case had to be dismissed for lack of
subject matter jurisdiction. As for Schneiderman’s other arguments, we identify
no abuse of discretion in the district court’s decision not to reconsider dismissal or
to reopen the case. Accordingly, we affirm the challenged judgment and order.
BACKGROUND
I. Dismissal of Schneiderman’s Third Amended Complaint
A. Underlying Allegations
In April 2017, plaintiffs Arnold Schneiderman and his mother Barbara
Rumain, proceeding pro se, sued ACS for disability discrimination in violation of
state and federal law. They alleged that ACS had failed to provide Schneiderman
with certain reasonable accommodations necessary for him to participate in the
New York-based section of the 2014 United States National Chemistry Olympiad,
a high-school chemistry competition sponsored by ACS. Schneiderman alone
subsequently amended the complaint and later, acting through counsel, amended
it twice more. The Third Amended Complaint, at issue on this appeal, no longer
alleged any violations of federal law. Its single allegation was a violation of the
New York State Human Rights Law. See Third Am. Compl. ¶ 1, Schneiderman, Dkt.
No. 48. Thus, federal jurisdiction was premised solely on the parties’ purported
diverse citizenship. See 28 U.S.C. § 1332.

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B. Diversity Jurisdiction
1. Schneiderman’s Argument for a Judge-Made Jurisdictional Rule
ACS moved to dismiss the Third Amended Complaint for lack of subject
matter jurisdiction and failure to state a claim. As to jurisdiction, ACS argued that
“[c]ourts have consistently held that absent unusual circumstances, federally
chartered corporations, such as ACS, are not citizens of a single state for diversity
purposes.” Def. Br. Mot. Dismiss at 8, Schneiderman, Dkt. No. 62 (collecting cases).
In response, Schneiderman did not invoke § 1332(c)(1)—and certainly not
its principal-place-of-business provision—to support diversity jurisdiction over
ACS. To the contrary, he disavowed any statutory support for diversity
jurisdiction in his case, conceding that Congress “has not directly enacted a statute
recognizing that [ACS’s] category of federally chartered corporations should be
subject to diversity jurisdiction, for example, by pegging their citizenship to their
‘principal place of business.’” Pl. Br. Opp. Mot. Dismiss at 19, Schneiderman, Dkt.
No. 63.
Instead, Schneiderman urged the district court to extend diversity
jurisdiction to reach ACS because “federal judges can properly take the initiative
to broaden the basis for jurisdiction over federally chartered corporations in
warranted situations without specific statutory authorization from Congress.” Id.
at 4 (emphasis in original); see id. at 20 (noting that “federal courts and not
Congress” had “carved out a ‘localization exception’” subjecting some federally

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chartered corporations to diversity jurisdiction).3 He asked the district court to
“make a potentially landmark decision barring ACS from deploying its [federal]
charter to block his access to federal court.” Id. at 2, 15. He cited five factors to
support such a judge-made rule: (1) the policy implications of the “31-Year
Congressional Moratorium on Issuance of New Federal Charters,” (2) “[t]he
Specific History of ACS and Its Worthless Federal Charter,” (3) the existence of the
judicially created “localization” exception for asserting jurisdiction over federally
chartered corporations, (4) the lack of a policy rationale for exempting federally
chartered corporations from diversity jurisdiction while asserting it over large
State-chartered corporations, and (5) the fact that a judge-made jurisdictional
expansion would serve the policy objectives of diversity jurisdiction. Id. at 16–25.
None of these factors derives from § 1332(c)(1)’s text.
3 See, e.g., Hukic v. Aurora Loan Servs., 588 F.3d 420, 428 (7th Cir. 2009) (discussing
development of localization doctrine). Schneiderman referenced “localization” in the
district court only to argue that the judiciary was authorized to make still other rules
extending federal jurisdiction. Indeed, he emphatically disavowed “localization” as a
basis for the exercise of diversity jurisdiction in this case. See Pl. Br. Opp. Mot. Dismiss
at 22, Schneiderman, Dkt. No. 63 (stating that Schneiderman was “not arguing that [ACS]
falls within this exception” (emphasis in original)). This waived the point for purposes
of appellate review. See United States v. Mangano, 128 F.4th 442, 466 (2d Cir. 2025)
(“[W]hen a party concedes a point before a lower court, it generally ‘waive[s] . . . the issue’
and cannot thereafter raise an argument [on appeal] that is contrary to the concession.”
(second alteration in original) (quoting Genesis Healthcare Corp. v. Symczyk, 569 U.S. 66,
72–73 (2013)). Schneiderman does not contend otherwise in this court, thus abandoning
any challenge to waiver on appeal. See generally Fincher v. Depository Tr. & Clearing Corp.,
604 F.3d 712, 720 n.5 (2d Cir. 2010) (“It is well established that an argument not raised on
appeal is deemed abandoned and lost.” (internal quotation marks and citation omitted)).
Insofar as our dissenting colleague faults us for not excusing waiver and abandonment
to identify diversity jurisdiction based on localization, we respond infra at 47–53.

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2. The District Court’s Decision
The district court granted ACS’s motion to dismiss, finding that
Schneiderman had failed to demonstrate the diversity of citizenship required for
the exercise of federal jurisdiction. See Broidy Cap. Mgmt. LLC v. Benomar, 944 F.3d
436, 443 (2d Cir. 2019) (“[T]he party asserting subject matter jurisdiction[] has the
burden of proving that it exists.”). The court explained that federally chartered
ACS could not be considered a citizen of the District of Columbia, as
Schneiderman urged, because the “Supreme Court has long held that an entity
‘incorporated under acts of Congress, not state laws,’ whose ‘activities and
operations [are] not to be confined to a single state, but to be carried on . . . in
different states’ is ‘not a citizen of any state’” and thus, “a lawsuit between a citizen
of one state and a federally chartered corporation ‘is not one between citizens of
different states’” giving rise to diversity jurisdiction. Schneiderman v. Am. Chem.
Soc’y, 2021 WL 5122078, at *4 (quoting Bankers’ Tr. Co. v. Texas & P. Ry. Co.
(“Bankers’ Trust”), 241 U.S. 295, 309 (1916)) (alterations in original). Nor could the
court itself create an exception to this rule for ACS because “the Constitution
‘authorizes Congress . . . to determine the scope of the federal courts’ jurisdiction
within constitutional limits,’” and that authority is “‘an essential ingredient’” of
the separation of powers among the branches of the federal government. Id. at *5
(ellipsis in original) (quoting first Hertz Corp. v. Friend, 559 U.S. 77, 84 (2010), and
then Patchak v. Zinke, 583 U.S. 244, 253 (2018)).
Nevertheless, the district court sua sponte considered whether § 1332(c)(1)—
added to § 1332 by amendment in 1958,4 i.e., well after Bankers’ Trust—supports an
exercise of diversity jurisdiction in this case. The court concluded that it did not
4 See Act of July 25, 1958, Pub. L. 85-554, 72 Stat. 415 (1958).

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because “no evidence” indicated that Congress intended for § 1332(c)(1)’s
principal-place-of-business criterion to apply “‘to federally chartered corporations
as well as to corporations organized under state law.’ To the contrary, the
‘overriding purpose of [§ 1332(c)(1)] was to restrict the diversity jurisdiction of the
federal courts by making it more difficult for corporations to attain complete
diversity.’” Id. at *4 (quoting Burton v. U.S. Olympic Comm., 574 F. Supp. 517, 519
(C.D. Cal. 1983)) (citing James W. Moore & Donald T. Weckstein, Corporations and
Diversity of Citizenship Jurisdiction: A Supreme Court Fiction Revisited (“Moore &
Weckstein, Corporations and Diversity”), 77 Harv. L. Rev. 1426, 1431 (1964); Crum v.
Veterans of Foreign Wars, 502 F. Supp. 1377, 1380 n.6 (D. Del. 1980)). In that regard,
the district court also quoted a leading commentator’s observation that § 1332(c)(1)
“affect[s] the jurisdictional status of state-incorporated companies only, leaving
the status of federal corporations to future judicial elaboration.” Id. (quoting 15
Moore’s Federal Practice § 102.56[4] (3d ed. 2006)). In a parenthetical, it also quoted
another commentator’s observation that § 1332(c)(1) “applies only to state-
chartered corporations, not to federal corporations.” Id. (quoting Paul E.
Lund, Federally Chartered Corporations and Federal Jurisdiction (“Lund, Federally
Chartered Corporations”), 36 Fla. St. U. L. Rev. 317, 337 (2009)).
Accordingly, it entered the appealed judgment dismissing Schneiderman’s
case.
II. Post-Judgment Motions
Proceeding pro se, Schneiderman continued to litigate this case. He filed a
notice of appeal from the judgment of dismissal and then successive motions
seeking to reopen the case and to continue discovery as to a possible federal claim
under the Rehabilitation Act, 29 U.S.C. § 701 et seq. The district court denied these
motions, the last by order entered on December 28, 2023, from which

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Schneiderman filed a timely notice of appeal. This court consolidated that appeal
with his earlier appeal from the judgment of dismissal, and, thus, we address both
in this opinion.
DISCUSSION
I. Subject Matter Jurisdiction
In appealing the dismissal of his case for lack of subject matter jurisdiction,
Schneiderman, again represented by counsel, abandons his argument for a new
judicial rule extending diversity jurisdiction to ACS in this case.5 Instead, he
argues that the text of § 1332(c)(1)—specifically, that statute’s principal-place-of-
business provision as construed by the Fourth Circuit in Navy Federal Credit Union
v. LTD Financial Services, LP (“Navy Federal”), 972 F.3d 344, 356–64 (4th Cir. 2020)—
compels the conclusion that he and ACS are citizens of different States, supporting
federal jurisdiction.6
5 As Schneiderman explicitly states that his current argument addresses the jurisdictional
issue “in a different manner on appeal than he did in the District Court,” Appellant’s
Reply Br. at 6, we deem this new-judicial-rule point abandoned on appeal and do not
discuss it further. See Drabinsky v. Actors’ Equity Association, 106 F.4th 206, 217 n.5 (2d Cir.
2024) (“[An appellant] abandon[s] []his argument by not raising it in his opening brief.”
(citations omitted)).
6 Although Schneiderman disavowed any statutory basis for diversity jurisdiction over
ACS in the district court, see supra at 6–7 & n.3, because that court sua sponte considered
and rejected the possibility of § 1332(c)(1) subjecting ACS to such jurisdiction, see supra at
8–9, this court can entertain Schneiderman’s belated statutory argument even if waived
below. See Lebron v. Nat’l R.R. Passenger Corp., 513 U.S. 374, 378–79 (1995) (holding it
appropriate to review “expressly disavowed” point reached by lower courts); United
States v. Harrell, 268 F.3d 141, 146 (2d Cir. 2001) (stating that issue is reviewable on appeal

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Title 28 U.S.C. § 1332(c) states in relevant part:
For the purposes of this section . . .
(1) 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 . . . .
In Navy Federal, a federally chartered credit union operating nationwide but
headquartered in Virginia relied on § 1332(c)(1)’s principal-place-of-business
if “pressed or passed upon below” (emphasis added) (citation omitted)); Torcivia v. Suffolk
Cnty., 17 F.4th 342, 356 n.24 (2d Cir. 2021) (reviewing district court decision rendered on
basis not advanced by party below). The district court’s decision to rule on the question
of whether § 1332(c)(1) supports diversity jurisdiction is what distinguishes this waiver
from that pertaining to localization, which the district court relied on in not addressing
that point. See supra at 7 n.3.
Thus, the dissent is mistaken in suggesting that we misapply waiver to selective
effect, see Dissenting Op., post, at 23–24, when we afford Schneiderman the benefit of the
court’s sua sponte ruling on a statutory point he did not make, while holding him to his
waiver of a localization point that (1) was not ruled on below, and (2) he does not raise
even on appeal. It is also mistaken in charging the district court with abuse of discretion
for conducting this statutory review sua sponte. See id. at 31. Waiver and forfeiture
principles generally pertain to appellate review of matters raised after judgment, not to
district courts’ review before judgment. In urging otherwise, the dissent quotes from
Wood v. Milyard, 566 U.S. 463 (2012), but the text derives not from that opinion but from
Day v. McDonough, 547 U.S. 198 (2006). There, in the context of a state prisoner’s petition
for habeas corpus relief, the Supreme Court stated that it would be “an abuse of
discretion” for a district court “to override a State’s deliberate waiver of the limitations
defense” statutorily applicable to the petition, id. at 202 (emphasis added). This case
involves neither a habeas petition nor a defense subject to pleading requirements
established by law or rule. In any event, Schneiderman was hardly prejudiced by the
district court’s consideration of a waived statutory basis for diversity jurisdiction that
might have been resolved in his favor, even without need for the new judicial exception
urged by him.

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provision to assert that it was a citizen of Virginia for purposes of maintaining a
federal diversity action against defendants, all citizens of other States. In
dismissing the suit for lack of jurisdiction, the district court there construed the
word “and” in the relevant statutory text—”[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) (emphasis added)—to operate conjunctively, such that the principal-
place-of-business provision applied only to corporations referenced in the State-
of-incorporation provision, i.e., to corporations “chartered by a ‘State or foreign
state,’ not by the federal government.” Navy Federal, 972 F.3d at 350 (summarizing
district court’s conclusion and quoting § 1332(c)(1)). The Fourth Circuit agreed
that “[t]he plain meaning of and in context here is ‘in addition to.’” Id. (emphasis
in original). Nevertheless, it concluded that the statute’s principal-place-of-
business provision could confer State citizenship even without State
incorporation, reasoning that “when we add something [i.e., the State of a federally
chartered corporation’s principal place of business] to nothing [i.e., the absence of
any State of incorporation for such an entity], something remains.” Id.
In reaching that conclusion, the Fourth Circuit acknowledged that a certain
ambiguity inheres in the word “and.” Indeed, it characterized the word as a
linguistic “chameleon[],” “used to ‘combine items,’” without necessarily telling
“how” the items are to be combined. Id. at 356–57 (emphasis in original) (quoting
Antonin Scalia & Bryan A. Garner, Reading Law: The Interpretation of Legal Texts

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(“Scalia & Garner, Reading Law”) (2012)).7 Nevertheless, the court construed “and”
as used in § 1332(c)(1) to join independent grounds for identifying a corporation’s
citizenship, referencing (1) the “structural independence” of the principal-place-
of-business and State-of-incorporation provisions, id. at 357 (noting that “[e]ach
provides a different basis” for identifying corporate citizenship, and “parallel use
of the preposition ‘of’ confirms that both clauses . . . are directed toward the word
‘citizen,’ not one another”); (2) the provisions’ “logical independence,” id. at 357–
58 (noting that State of incorporation does not depend on corporation’s
headquarters and vice versa, and observing that when connected objects are
“independent, they are generally taken in addition;” but when “dependent, they
must be taken jointly” (internal quotation marks omitted)); and (3) the more
obvious disjunctive use of “and” throughout § 1332(c)(1), id. at 358–59.
We have carefully considered the Fourth Circuit’s reasoning in Navy Federal
but, in the end, we cannot adopt it as our own. In construing any statute, a court’s
“first job is to try to determine congressional intent.” Dole v. United Steelworkers of
Am., 494 U.S. 26, 35 (1990). That inquiry “begins with the statutory text, and ends
there as well if the text is unambiguous.” BedRoc Ltd., LLC v. United States, 541 U.S.
7 While our dissenting colleague disparages our reference to “and” as a “chameleon” in
identifying textual ambiguity, see Dissenting Op., post, at 3, the characterization is hardly
original to us. Rather, as text indicates, it derives from Navy Federal—on which our
colleague otherwise relies—which borrowed the term from the Supreme Court. See Navy
Federal, 972 F.3d at 357 (citing Kucana v. Holder, 558 U.S. 233, 245 (2010)). Moreover, the
Supreme Court and leading commentators have recognized that construing “and” in
statutory text can “get . . . complicated,” Pulsifer v. United States, 601 U.S. 124, 133 (2024)
(discussed infra at 15–20 & n.11), particularly when deciding, as here, how items are to be
combined, see Scalia & Garner, Reading Law, at 116. Thus, as we explain herein, there is a
need to employ various tools of statutory construction to discern—as we ultimately do
discern—Congress’s intent in using “and” to join § 1332(c)(1)’s principal-place-of-
business provision to its State-of-incorporation provision.

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176, 183 (2004); see United States ex rel. Weiner v. Siemens AG, 87 F.4th 157, 161 (2d
Cir. 2023). That, however, is not this case.
Here, there is textual ambiguity as to how the word “and” combines
§ 1332(c)(1)’s principal-place-of-business provision with its State-of-incorporation
provision. This textual ambiguity precludes us from concluding, as the Fourth
Circuit did, that our inquiry can “pretty much end[]” with text. Navy Federal, 972
F.3d at 364 (internal quotation marks omitted). To resolve this ambiguity, we must
consider the text in light of statutory context, various rules of construction, and
legislative history. Doing so reveals Congress’s intent for “and” to join
§ 1332(c)(1)’s principal-place-of-business provision with its State-of-incorporation
provision in much the manner of a correlative conjunction, such that a corporation
is deemed a citizen not only of every State by which it has been incorporated, which
presupposes some State of incorporation, but also of the State where that
corporation has its principal place of business. This construction comports,
moreover, with Congress’s undoubted purpose, which was to limit State-chartered
corporations’ ability to sue or to be sued in diversity. See also Hertz Corp. v. Friend,
559 U.S. at 86 (explaining that § 1332(c)(1) was prompted by judicial concern that
federal “dockets contained too many diversity cases”). Nothing in the statutory
text, context, or history indicates that Congress combined the two provisions
intending for them to operate independently and, thus, sub silentio, to expand
diversity jurisdiction to reach federally chartered corporations generally. A court
proceeds cautiously in assuming such intent, mindful that “the Constitution
specifically vests” the power “to expand [federal] jurisdiction . . . in the Congress,
not in the courts.” Snyder v. Harris, 394 U.S. 332, 341–42 (1969); accord Empire
Healthchoice Assur., Inc. v. McVeigh, 547 U.S. 677, 696 (2006).

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Accordingly, for reasons explained more fully herein, we conclude that
§ 1332(c)(1)’s principal-place-of-business clause cannot confer State citizenship on
a federally chartered corporation such as ACS.
A. Textual Ambiguity
When, as here, we construe an undefined word in statutory text—such as
the word “and” as used in § 1332(c)(1)—we assume that Congress intended for the
word to have its “ordinary meaning,” particularly where the word is a “term[] of
everyday usage.” EPA v. Calumet Shreveport Ref. LLC, 605 U.S. 627, 643 (2025); see
Gibbons v. Ogden, 22 U.S. 1, 188 (1824) (Marshall, C.J.) (holding that courts presume
that Congress “employed words in their natural sense, and . . . intended what [it]
said”). As the Supreme Court recently observed, “‘[a]nd’ in grammatical terms, is
of course a conjunction—a word whose function is to connect specified items.”
Pulsifer v. United States (“Pulsifer”), 601 U.S. 124, 133 (2024) (noting parties’
agreement on dictionary definition for “and,” meaning “along with or together
with” (quoting Webster’s Third New Int’l Dictionary 80 (1993))). This distinguishes
“and” from “or,” a word that operates disjunctively to create alternatives. See
Scalia & Garner, Reading Law, at 116 (“Under the conjunctive/disjunctive canon,
and combines items while or creates alternatives.” (emphases in original)).
Navy Federal recognized the word “and” to signal Congress’s intent to
combine what it joined in § 1332(c)(1). It further recognized the word to be
ambiguous in revealing how this combination was to be effected. See supra at 11–
13. In the end, however, it construed “and,” as used in § 1332(c)(1), to permit
something (i.e., the State of a federally chartered corporation’s principal place of
business) to be combined with nothing (i.e., the absence of any State of
incorporation for such an entity). That allowed the court to conclude that
§ 1332(c)(1)’s combined State-of-incorporation and principal-place-of-business

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provisions operate independently of one another, such that a federally chartered
corporation can be identified as a citizen of the State where it has its principal place
of business even though it has no State of incorporation. As Navy Federal
explained, “there is no problem with adding to a null set: zero plus one is one.”
972 F.3d at 356.
However sound that reasoning may be as a matter of basic arithmetic, we
are not convinced that it is linguistically ineluctable. As the Supreme Court
observed in Pulsifer, the dictionary defines “and” to mean “‘along with or together
with,’” but “things get more complicated . . . in figuring out what goes along or
together with what” in statutory text. 601 U.S. at 133 (quoting Webster’s Third New
Int’l Dictionary at 80).8
In § 1332(c)(1), the two “whats” being combined by the word “and” are
“every State by which [a corporation] has been incorporated” and “the State where
it has its principal place of business.” Supra at 11 (quoting statute). Congress’s
reference to “every State” in the text’s incorporation provision is noteworthy.
“Every” is commonly defined as “being each individual or part of a class or group
whether definite or indefinite in number without exception.” Webster’s Third New
Int’l Dictionary at 788. Thus, the word presupposes that the corporation in question
is one that has been incorporated by some State. It does not contemplate a null set,
8 By acknowledging this caution from the Supreme Court, we do not conclude that the
word “and” is “too complicated” to understand. Dissenting Op., post, at 24. Indeed, by
reference to text, context and history, we explain herein how “and” is properly
understood to join § 1332(c)(1)’s principal-place-of-business provision to its State-of-
incorporation provision conjunctively rather than disjunctively.

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as hypothesized by Navy Federal.9 In urging otherwise, our dissenting colleague
submits that “the word ‘every’ ensures that a corporation will be deemed to be a
citizen of all American states and foreign states by which it has been incorporated.”
Dissenting Op., post, at 5 (emphasis in original). True enough. But the dissent then
asserts that such “usage is consistent with the possibility that the total number of
such states will be a null set.” Id. (internal quotation marks omitted). That
conclusion, however, ignores the verb that Congress used in § 1332(c)(1)’s State-
of-incorporation provision: “every State by which [a corporation] has been
incorporated.” Such use of the present-perfect tense indicates that the presupposed
State incorporation has, in fact, occurred. It does not admit the possibility of no
such incorporation. See Bryan A. Garner, The Chicago Guide to Grammar, Usage, and
Punctuation (“Garner, The Chicago Guide to Grammar”) 97, 113 (2016) (explaining
that “present-perfect tense,” which uses a form of “have” plus a past participle,
“denotes an act, state, or condition that is now completed or continues up to the
present”). Thus, Congress’s use of “and” to join a corporation’s principal place of
business with its State of incorporation cannot be understood to have admitted the
possibility of something being added to nothing. Rather, it is more sensibly
understood to have added something (State citizenship based on a corporation’s
principal place of business) to something else that already exists (State citizenship
based on incorporation). It is thus that “and” effectively functions as a correlative
conjunction, deeming a corporation a citizen not only of every State by which it
9 The dictionary illustrates “every” with the example of one said to have “listened
carefully to his [every] word.” Webster’s Third New Int’l Dictionary at 788. This
presupposes that there were, in fact, some words to which to listen.

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18
has been incorporated (which must be at least one) but also of the State where it
has its principal place of business (which may be different).10
In construing these provisions of § 1332(c)(1) to admit the possibility of State
citizenship based on a corporation’s principal place of business even in the absence
of incorporation by any State, Navy Federal effectively transforms the conjunctive
“and” into the disjunctive “or,” such that the statutory provisions operate as
independent alternatives. Schneiderman (and presumably our dissenting
colleague) would have us do the same. A court, however, does not readily assume
that Congress used one word when it meant another. Thus, we might conclude
simply from Congress’s use of the word “and” rather than “or” that § 1332(c)(1)’s
principal-place-of-business provision does not operate independently of, or
disjunctively from, the statute’s State-of-incorporation provision but, rather,
10 Nor are we persuaded otherwise by the dissent’s hypothetical positing a competition
with rules providing that “every competitor who achieves a perfect score will receive a
prize.” Dissenting Op., post, at 5. The dissent submits that “no one would say that a
perfect score must be awarded at each competition,” maintaining therefrom that “the
state-of-incorporation clause does not suggest that a corporation must be incorporated by
an American state or a foreign state for § 1332(c)(1) to apply.” Id.
We respectfully submit that to be helpful to our task here, the hypothetical’s language
would have to better track that of § 1332(c)(1), which uses “and” to link a two-part
definition. For example, “a competitor shall be deemed to be a prizewinner of every
competition in which he has received a perfect score and in which he competed while
under the age of 18.” In this circumstance, is “prizewinner” defined by independent
alternatives such that a competitor would receive a prize if he competed while under 18
even without achieving a perfect score? Or, would the competitor be a prizewinner only
if he received a perfect score when competing under age 18? While the dissent attempts
a second hypothetical, we do not pursue the point further because, in any event, that
hypothetical also fails to show clearly that “and” means “or,” much less that it does so in
§ 1332(c)(1). Thus, we focus only on § 1332(c)(1)’s text and not on hypotheticals,
particularly those with distinguishable language and structures.

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19
operates in conjunction with it. We hesitate in that conclusion only because we
cannot dismiss outright the possibility of Congress having used “and” when it
meant “or” in § 1332(c)(1).
To illustrate, when Article III of the Constitution states that federal “judicial
power shall extend to all cases . . . arising under this Constitution, the laws of the
United States, and treaties,” U.S. Const., art. III, § 2 (emphasis added), it does not
mean that such power extends only to cases arising under all three. Rather, “and”
is there used to extend federal judicial power to all cases arising under the
Constitution, the laws of the United States, or treaties. See Pulsifer, 601 U.S. at 134–
35 (using example in concluding that “and” in sentencing statute also operates
disjunctively).11 Not so, however, with the Sixth Amendment guarantee of “the
right to a speedy and public trial.” U.S. Const., amend. VI. That clause does not
operate in the alternative to guarantee an accused a trial that is speedy or public.
Rather, it is properly construed in the conjunctive to require that a defendant be
given a trial that is not only speedy but also public. See Pulsifer, 601 U.S. at 172
11 In Pulsifer, the Supreme Court observed that the constitutional provision could be recast
to read that federal “judicial power extends to cases arising under the Constitution;
extends to cases arising under federal law; and extends to cases arising under treaties.”
601 U.S. at 134–35 (emphasis added). It similarly recast the sentencing statute there at
issue, which affords relief from otherwise applicable mandatory minimums to a
“defendant [who] does not have—(A) more than 4 criminal history points . . .; (B) a prior
3-point offense. . .; and (C) a prior 2-point violent offense,” 18 U.S.C. § 3553(f) (emphasis
added), as if it read that “defendant can get safety-valve relief only if he does not have A,
does not have B, and does not have C,” Pulsifer, 601 U.S. at 153. The Court did not take
exception to Pulsifer’s argument that the word “or” more clearly supported such a
construction. See id. at 137. Rather, it noted that “we do not demand (or in truth expect)
that Congress draft in the most translucent way possible.” Id. at 137–39 (proceeding to
explain why, in particular statutory context at issue, Congress might have preferred
“and” to “or”).

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20
(Gorsuch, J., dissenting) (citing example and cautioning that “difference between
words like ‘and’ and ‘or’ often cannot be easily dismissed as meaningless”).12
We do not cite these examples of how the word “and” can operate as a sort
of linguistic chameleon—sometimes linking words conjunctively and sometimes
allowing them to operate independently in the disjunctive—to indicate that we
find the word so “befuddling” as to “throw[] up [our] hands at an apparently
irresolvable textual ambiguity.” Dissenting Op., post, at 3, 5.13 We cite these
examples only to illustrate why we inquire further into whether, in § 1332(c)(1),
Congress used “and” intending for a corporation to be deemed a citizen of the
State of its principal place of business regardless of whether it is also a citizen of a
State of incorporation, or whether Congress used “and” to signal that a
corporation is a citizen not only of every State by which it has been incorporated
but also of the State where it has its principal place of business.
We begin that inquiry by considering the text in light of statutory context.
B. Statutory Context
1. Textual Context
As the Supreme Court has observed, when construing the word “and” in
statutory text, “it all depends”—e.g., depends on factors such as the “substance”
12 See infra at 23 n.16 (discussing how punctuation differences between two discussed
constitutional provisions can inform their construction).
13 Rather than detail every mischaracterization of the majority opinion by the dissent, we
simply state the obvious: this opinion speaks for itself, without regard to any gloss the
dissent applies.

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21
of the words joined by “and,” as well as “the way they interact, as against relevant
background understandings.” Pulsifer, 601 U.S. at 140–41.
As recognized supra at 15–18, the substance of § 1332(c)(1)’s State-of-
incorporation provision—particularly its use of the word “every” together with
the present-perfect verb “has been incorporated”—presupposes that the
corporation under consideration has been incorporated by at least one State. Thus,
when Congress combined that provision with a principal-place-of-business
provision, it can reasonably be understood to have intended for the latter to apply
conjunctively to identify an additional State of citizenship where different from
the already identified State of incorporation.14 In concluding otherwise, Navy
Federal characterized § 1332(c)(1)’s State-of-incorporation and principal-place-of-
business provisions as structurally and logically independent. See 972 F.3d at 357–
59. We respectfully disagree.
As to structural independence, Navy Federal observed that the two
provisions are each introduced by the preposition “of,” “confirm[ing] that both
clauses . . . are directed toward the word ‘citizen,’ not one another,” which
“suggests that these clauses operate independently to deem a corporation a citizen
of a particular jurisdiction.” Id. at 357. The two provisions may each be directed
at the word “citizen,” but that does not mean that they operate independently.
When the conjunction “and” is used to join two elements, there is an “implied both
before the first element.” Scalia & Garner, Reading Law, at 117 (emphasis in
original). Navy Federal’s conclusion, however, entails an implied either, more
14 Far from concluding that the statutory text “lacks a discernable meaning,” Dissenting
Op., post, at 3, we understand it to have this meaning.

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properly associated with the conjunction “or.” See id. at 116. Further, other
structural features can support a different conclusion.
For example, no punctuation separates the State-of-incorporation and
principal-place-of-business provisions, as one might expect if Congress’s intent
had been for them to operate independently in identifying States of corporate
citizenship. See, e.g., The Chicago Manual of Style § 6.60 (18th ed. 2024) (“[A]
semicolon is most commonly used between two independent clauses.”); William
Strunk, Jr. & E.B. White, The Elements of Style 5 (4th ed. 2000) (“Place a comma
before a conjunction introducing an independent clause.”); see also Scalia &
Garner, Reading Law, at 161 (“Punctuation in a legal text will rarely change the
meaning of a word, but it will often determine whether a modifying phrase or
clause applies to all that preceded it or only to a part.”). By contrast, the three
§ 1332(c)(1) provisions according State citizenship to insurers are stated in distinct
lettered parts, separated by semicolons.15 Thus, even assuming that Congress used
15 The referenced provisions state an exception to the text here at issue in identifying
corporate citizenship:
[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 except that in any direct action
against the insurer of a policy or contract of liability insurance, whether
incorporated or unincorporated, to which action the insured is not joined
as a party-defendant, such insurer shall be deemed a citizen of—
(A) every State and foreign state of which the insured is a citizen;
(B) every State and foreign state by which the insurer has been
incorporated; and

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“and” intending for those three provisions to operate independently, but see Scalia
& Garner, Reading Law, at 118 (observing that even such punctuation and structure
can indicate conjunctive elements when joined by “and”), the absence of similar
structure or punctuation for the State-of-incorporation and principal-place-of-
business provisions here at issue requires us to consider whether Congress there
intended for “and” to operate differently.16
We do not suggest that this punctuation point is determinative. We note it
simply to explain why, unlike the Fourth Circuit, we cannot conclude that the
structure of § 1332(c)(1) eliminates ambiguity as to how Congress intended the
(C) every State or foreign state where the insurer has its principal
place of business . . . .
28 U.S.C. § 1332(c)(1) (emphasis added). The dissent submits that it would have been
“ungrammatical” for Congress to have used a semicolon between § 1332(c)(1)’s State-of-
incorporation and principal-place-of-business provisions because they are joined by a
conjunction. Dissenting Op., post, at 6. But, as the quoted text shows, Congress did use
semicolons (together with lettered subparts) to distinguish the insurer-citizenship
provisions even though they were joined by a conjunction. Insofar as the dissent also
submits that it would have been improper to use a comma between the State-of-
incorporation and principal-place-of-business provisions because they are not true
independent clauses, see id. at 6, it is the Fourth Circuit (and the dissent) that insist that
the clauses “operate independently,” Navy Federal, 972 F.3d at 357; see also Dissenting Op.,
post, at 2, 4, 6 (insisting that clauses are independent). We here note only that Congress
did not signal as much by using the obviously disjunctive word “or;” nor did it do so by
“structural” means such as punctuation or subsections, as it did with the insurance
provisions.
16 We note that in the two constitutional provisions referenced supra at 19–20, commas
are used to separate the three areas of federal judicial power that operate disjunctively,
U.S. Const., art. III, § 2 (referencing “this Constitution, the laws of the United States, and
treaties”), but no punctuation suggests that the “right to a speedy and public trial” is
anything other than conjunctive, id. amend. VI.

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24
word “and” to join the State-of-incorporation and principal-place-of-business
provisions at issue.
As to logical independence, Navy Federal reached that conclusion by
reasoning that “a corporation’s place of incorporation does not depend on the
location of its headquarters—nor does the place of its headquarters turn on the
location of its incorporation.” 972 F.3d at 358. True enough. But that tells us
nothing about whether Congress used the word “and” in § 1332(c)(1) intending
for these locations to be considered in conjunction with one another or
independently in identifying States of corporate citizenship. “Of course it does,”
asserts the dissent, reasoning that the “independence of the clauses means that
there is no reason to read into the statute an intention . . . to operate conjunctively.”
Dissenting Op., post, at 9. But that conclusion fails to persuade because the fact
that the clauses operate independently in certain respects—one in identifying an
entity’s place of incorporation and the other in identifying its principal place of
business—does not tell us that Congress intended for the latter clause to operate
independently of the former clause in a different respect, i.e., identifying State
citizenship. This does not mean that we ourselves “read into the statute an
intention for the clauses to operate conjunctively” as the dissent charges. Id. But
it does signal caution in construing Congress’s use of the conjunctive “and” to
function as the disjunctive “or.”
In Pulsifer, the Supreme Court concluded that any textual ambiguity as to
whether the word “and” in the statute there at issue operated conjunctively or
disjunctively was effectively eliminated by recognizing the “glaring superfluity”
in a conjunctive construction of the listed requirements for avoiding mandatory
minimum prison sentences. 601 U.S. at 152–53. That, however, is not this case.
Nothing in the federal diversity statute, 28 U.S.C. § 1332, is rendered superfluous

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by construing § 1332(c)(1)’s principal-place-of-business provision to operate in
conjunction with its State-of-incorporation provision to identify a possible
additional State of citizenship for corporations already deemed citizens of their
States of incorporation.
Indeed, such a conjunctive construction logically comports with precedent
recognizing that § 1332(c)(1)’s two provisions work in tandem to confer “dual
citizenship” on State-incorporated corporations—thereby limiting their ability to
sue and to be sued in diversity jurisdiction. As this court has observed, “[b]efore
Congress enacted the ‘dual citizenship’ provision of section 1332 in 1958,
corporations were treated as citizens only of the State or foreign state in which
they were incorporated.” Bayerische Landesbank, N.Y. Branch v. Aladdin Cap. Mgmt.
LLC, 692 F.3d 42, 50 (2d Cir. 2012). As a result of that amendment, “[e]very
corporation is now treated for diversity purposes as a citizen of both its state of
incorporation and its principal place of business.” Id. at 51 (emphases added).
We are not alone in construing § 1332(c)(1) to confer dual citizenship. See,
e.g., Karazanos v. Madison Two Assocs., 147 F.3d 624, 628 (7th Cir. 1998) (referencing
“[d]ual citizenship” afforded by § 1332(c)(1) in holding that for purposes of
diversity jurisdiction “in cases with corporate parties, it is necessary to allege both
the state of incorporation and the state of the principal place of business, even if
they are one and the same”); Rodriguez v. SK & F Co., 833 F.2d 8, 9 (1st Cir. 1987)
(stating that “for purposes of diversity jurisdiction a corporation has dual
citizenship, that of the state of its incorporation and that of the state where it has
its principal place of business”); Nike, Inc. v. Comercial Iberica de Exclusivas
Deportivas, S.A., 20 F.3d 987, 990 (9th Cir. 1994) (stating that § 1332(c)(1) “creates a
system of dual citizenship for corporations”); Matter of Commonwealth Oil Ref. Co.,
Inc., 596 F.2d 1239, 1247 n.17 (5th Cir. 1979) (“The diversity statute was amended

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26
in 1958 to give corporations dual citizenship; in addition to the traditional
citizenship in the state of incorporation, a corporation would also be considered a
citizen of the state where it has its principal place of business. The purpose of the
amendment was to reduce the availability of diversity jurisdiction.”); see also 13F
Wright & Miller’s Federal Practice and Procedure § 3624 (3d ed. 2025) (“The principal
effect of Section 1332(c) is obviously to establish dual citizenship for most
corporations—in the state of a company’s incorporation and in the state in which
the organization’s principal place of business is located—thereby reducing the
options for establishing corporate diversity jurisdiction.”); 15A Moore’s Federal
Practice § 102App.04[5] (3d ed. 2025) (discussing how 1958 amendment “gave a
dual citizenship to those corporations that have their principal place of business
in a state different from that (or those) in which they are incorporated”).17
17 Our cases recognizing defunct or inactive corporations to be subject to diversity
jurisdiction based on the State where they “last transacted business” are not to the
contrary because there was no question that the corporations there at issue were also
citizens of their States of incorporation; the only question was whether they could still
also be deemed citizens of their States of (former) principal place of business. Wm.
Passalacqua Builders, Inc. v. Resnick Devs. S., Inc., 933 F.2d 131, 141 (2d Cir. 1991); accord
Pinnacle Consultants, Ltd. v. Leucasia Nat’l Corp., 101 F.3d 900, 907 (2d Cir. 1996). While the
Third Circuit has held that a defunct corporation is a citizen only of its State of
incorporation, it acknowledges that its ruling conflicts with that of this court. See
Midlantic Nat’l Bank v. Hansen, 48 F.3d 693, 696–97 (3d Cir. 1995). Moreover, insofar as
the Third Circuit appears to have applied § 1332(c)(1)’s State-of-incorporation provision
independently of its principal-place-of-business provision, we do not understand it to
have endorsed the reverse, i.e., application of the principal-place-of-business provision to
confer State citizenship on corporations not incorporated by any State. As discussed
supra at 15–18, the text’s reference to “every State” where a corporation “has been
incorporated” presupposes that the corporation has been incorporated by at least one State.
Thus, it is a citizen of that State and, then, also of the State where it has (or last had) its
principal place of business.

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To be sure, none of these cases or commentaries specifically consider the
question of whether, or how, § 1332(c)(1) can apply to a federally chartered
corporation. But they usefully provide some “background understanding” of
§ 1332(c)(1)’s State-of-incorporation and principal-place-of-business provisions as
combining to afford a corporation dual State citizenship for purposes of narrowing
diversity jurisdiction. Pulsifer, 601 U.S. at 141. The provisions can never work in
conjunction to effect dual citizenship for federally chartered corporations because
they are not incorporated by any State. With this background understanding of
the statute, we are not convinced that § 1332(c)(1)’s State-of-incorporation and
principal-place-of-business provisions are so logically independent as to resolve
textual ambiguity in favor of the statute’s application to federally chartered
corporations, an application that would expand rather than narrow diversity
jurisdiction.
Nor can that ambiguity be resolved by the “consistent usage” canon, which
instructs that “[i]n a given statute, the same term usually has the same meaning.”
Id. at 149. Invoking this canon, Navy Federal concluded that, insofar as “and” is
used to link the State-of-incorporation and principal-place-of-business provisions
of § 1332(c)(1), the word is appropriately construed in the disjunctive because it so
operates in other parts of the statute, notably, in extending citizenship based on
“every State and foreign state” of incorporation. 972 F.3d at 358 (quoting 28 U.S.C.
§ 1332(c)(1)) (emphasis added). We are not persuaded.
First, as the Supreme Court recognized in Pulsifer, the consistent-usage
canon is “mostly applied to terms with some heft and distinctiveness, whose use
drafters are likely to keep track of and standardize.” 601 U.S. at 149. That principle
recognizes that “more than other canons, [the consistent usage canon] assumes a
perfection of drafting that is not often achieved” because “drafters more than

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rarely use the same word to denote different concepts.” Scalia & Garner, Reading
Law, at 170. Plainly, “and” is not a word of heft and distinctiveness. See Pulsifer,
601 U.S. at 149 (observing that it would “break[] new ground” to apply the
consistent usage canon “to words as ubiquitous and . . . sometimes context-
dependent as ‘and’ and ‘or’”).18
Second, and in any event, Navy Federal construed the word “and”
disjunctively in that part of § 1332(c)(1)’s State-of-incorporation provision
referencing “every State and foreign state” because it thought that a conjunctive
construction there “would destroy diversity jurisdiction as we know it” given that
most corporations are not “incorporated both domestically and overseas.” 972
F.3d at 358.19 We are not persuaded that this compels a disjunctive reading of
“and” insofar as it joins § 1332(c)(1)’s principal-place-of-business provision to its
State-of-incorporation provision.
In the latter provision, text itself supports the conclusion that the Fourth
Circuit derived from common sense. The word “every” in the phrase “every State
18 The dissent professes surprise at our failure to accord “a significant amount of heft” to
the word “and,” as used in § 1332(c)(1), given “all the effort” expended “to expound[] the
meaning” of that word. Dissenting Op., post, at 12. But as text indicates, our reluctance
to assume consistent usage of the word throughout § 1332(c)(1) simply heeds the
cautionary note sounded by the Supreme Court in Pulsifer.
19 A similar concern informed its disjunctive reading of the word “and” in that part of
§ 1332(c)(1)’s earlier referenced insurance provision deeming an insurer a citizen of
“every State and foreign state” by which it has been incorporated. 28 U.S.C.
§ 1332(c)(1)(B); see Navy Federal, 972 F.3d at 359 (concluding that conjunctive construction
of “and” in that phrase “would be self-defeating . . . yield[ing] only a null set of
unincorporated associations”). As noted supra at 22–23 & n.15, differences in the
structure and punctuation of the insurance provision might provide some support for
that disjunctive reading.

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and foreign state” is properly applied both to “State” and “foreign state,” signaling
Congress’s intent to reach comprehensively in § 1332(c)(1) so as to confer
citizenship—independently—on every corporation chartered by a State and on
every corporation chartered by foreign states, not only on a State-and-foreign-
state-chartered corporation. See Scalia & Garner, Reading Law, at 121 (discussing
use of “every” to introduce words joined by conjunction “and”). But no
comparable text pertains to the use of “and” to join § 1332(c)(1)’s principal-place-
of-business provision to this State-of-incorporation provision. Thus, whatever
force Navy Federal’s argument might claim with respect to the use of “and” in the
State-of-incorporation provision, we hesitate to give it determinative weight under
the consistent-usage canon in construing such a “context-dependent” word as
“and” when used to join other statutory provisions. Pulsifer, 601 U.S. at 149.
Further, even assuming that reading “and” conjunctively in the phrase
“every State and foreign state” would yield so small a set as to “destroy diversity
jurisdiction as we know it,” Navy Federal, 972 F.3d at 358, no such concern arises in
construing “and” to join the statute’s State-of-incorporation and principal-place-
of-business provisions conjunctively rather than independently. Such a
construction simply narrows the availability of federal diversity jurisdiction with
respect to a corporation that has been incorporated in one or more States, but that
has its principal place of business in another. It is the disjunctive construction now
urged by Schneiderman that would significantly alter the general understanding
of federal diversity jurisdiction. Whereas such jurisdiction has long been
understood not to apply to federally chartered corporations generally, see infra at
31–34, construing § 1332(c)(1)’s principal-place-of-business provision to operate
independently from its State-of-incorporation provision would so expand
diversity jurisdiction as to reach every case involving a federally chartered

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corporation except for those where the State of the corporation’s principal place of
business and its adversary’s citizenship are the same.
In sum, with due respect to the views expressed by the Fourth Circuit in
Navy Federal, when we consider the word “and” in the statutory context of
§ 1332(c)(1), we cannot resolve textual ambiguity confidently to conclude that
Congress used the word “and” to combine the State-of-incorporation and
principal-place-of-business provisions intending for the latter to operate
independently of the former, and thereby to expand diversity jurisdiction to reach
federally chartered corporations generally. Rather, statutory context is more
supportive of the conclusion that Congress used “and” to combine these
provisions to make corporations already chartered by a State citizens not only of
that State but also of the State of principal place of business.
Nevertheless, to the extent any ambiguity remains, we also consider
§ 1332(c)(1) in its “broader statutory context.” New York Legal Assist. Grp. v. BIA,
987 F.3d 207, 216 (2d Cir. 2021) (internal quotation marks omitted).
2. Broader Statutory Context
To place § 1332(c)(1) in its broader statutory context, we must begin some
four decades before its enactment, with the Supreme Court’s 1916 decision in
Bankers’ Trust, 241 U.S. 295. In that case to foreclose a railroad mortgage, the
defendant railway “was incorporated under acts of Congress, not under state laws;
and its activities and operations were not to be confined to a single state, but to be

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carried on, as in fact they [were], in different states.” Id. at 309.20 Further, Congress
had enacted no law providing for the railway to “be regarded as possessing state
citizenship for jurisdictional purposes,” as it had done “in respect of national
banks.” Id. at 310.21 In those circumstances, the Supreme Court stated that the
federally chartered railway “is not a citizen of any state,” and, thus, the suit was
not “one between citizens of different states” as necessary to invoke federal
diversity jurisdiction. Id. at 309–10; see Navy Federal, 972 F.3d at 350 (describing
Bankers’ Trust as stating “federal-common-law rule[]”).22
Following Bankers’ Trust, Congress appears to have taken no action to
extend diversity jurisdiction to federally chartered corporations generally. Quite
the contrary, in 1948, Congress narrowed parties’ ability to invoke even federal
question jurisdiction based on a corporation’s federal charter. See 28 U.S.C. § 1349
(stating that “district courts shall not have jurisdiction of any civil action by or
against any corporation upon the ground that it was incorporated by or under an
Act of Congress, unless the United States is the owner of more than one-half of its
20 Bankers’ Trust’s observation that the federally chartered railway’s “activities and
operations were not to be confined to a single state” may allude to the “localization
exception” discussed supra at 7 n.3 and infra at 47–51. If so, the Supreme Court casts the
exception narrowly by reference to a corporation’s “activities and operations” that are
“confined to a single state,” 241 U.S. at 309 (emphasis added).
21 See infra at 34–36 (citing legislation denominating national banks as well as certain
specific federally chartered corporations to be State citizens).
22 The conclusion that a federally chartered corporation is not a citizen of any state does
not mean that it “has no citizenship at all.” Dissenting Op., post, at 1. It is a “citizen[] of
the United States.” Infra at 34 (quoting Moore & Weckstein, Corporations and Diversity, 77
Harv. L. Rev. at 1436 (observing that “federal corporations are for jurisdictional purposes
generally regarded as citizens of the United States but not of any one of the individual
states”)).

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capital stock”). The Ninth Circuit would subsequently cite this legislation in
declining to recognize diversity jurisdiction over a federally chartered corporation
based on its principal place of business in the District of Columbia, explaining that,
“[i]f federal corporations whose principal place of business is located in the
District of Columbia were to be considered citizens of the District, diversity
jurisdiction would be expanded to almost all suits involving federal chartered
corporations,” such that Congress’s “attempt to limit federal court jurisdiction
[through § 1349] would be nullified” by “giv[ing] federal jurisdiction[] to almost
all suits involving federally chartered corporations.” Hancock Fin. Corp. v. Fed. Sav.
& Loan Ins. Corp., 492 F.2d 1325, 1329 (9th Cir. 1974); see William Baude et al., Hart
& Wechsler’s The Federal Courts and the Federal System 1087 (8th ed. 2025) (posing
question whether expanding diversity jurisdiction to federally chartered
corporations would comport with § 1349’s prohibition of federal question
jurisdiction based on federal incorporation unless United States owns majority of
capital stock).
We can assume that Congress was aware of both the Bankers’ Trust rule
generally excluding federally chartered corporations from diversity jurisdiction
(except, perhaps, when “its activities and operations were . . . confined to a single
state,” see 241 U.S. at 309) and its own statutory limitation on the exercise of federal
question jurisdiction with respect to such corporations when, in 1958, it amended
§ 1332 to include the language here at issue. See Guerrero-Lasprilla v. Barr, 589 U.S.
221, 233 (2020) (“We normally assume that Congress is aware of relevant judicial
precedent when it enacts a new statute.” (internal quotation marks omitted)). In
such circumstances, a court can expect that if Congress intends to depart from a
common-law rule or established precedent, it will say so clearly. Cf. Hamilton v.
Lanning, 560 U.S. 505, 517 (2010) (observing that, in light of “historical
[bankruptcy] practice, we would expect that, had Congress intended for

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33
‘projected’ to carry a specialized—and indeed, unusual—meaning . . . Congress
would have said so expressly”); United States v. Texas, 507 U.S. 529, 534 (1993)
(stating that to abrogate federal common-law right with respect to collection of
prejudgment interest “statute must ‘speak directly’ to the question addressed by
the common law”). Nowhere in § 1332(c)(1), however, did Congress clearly
indicate an intent to codify a judicially recognized localization exception, much
less to reach beyond it so as to expand diversity jurisdiction to federally chartered
corporations generally based simply on their principal place of business.
With the singular exception of the Fourth Circuit in Navy Federal, no Court
of Appeals appears to have discerned any such congressional intent in § 1332(c)(1).
To the contrary, the Supreme Court, in discussing the history of that statute, has
recognized that its purpose was to respond to judicial concern with “too many
diversity cases” on federal dockets. Hertz Corp. v. Friend, 559 U.S. at 86.23 Thus,
“[w]ith Bankers’ Trust in the background, many courts [have] concluded”—
sometimes even summarily—“that 28 U.S.C. § 1332(c)(1) applie[s] only to state
corporations and not to federally chartered corporations or associations.” Hukic v.
Aurora Loan Servs., 588 F.3d at 428 [7th Cir.]; see Bernath v. Am. Legion, 704 F. App’x
917, 918 (11th Cir. 2017) (holding that “American Legion, as a federally chartered
corporation, is not considered a citizen of any state unless its activities are
sufficiently localized in one state,” which was not there the case (internal quotation
marks omitted) (alterations accepted)); Eagle TX I SPE, L.L.C. v. Sharif & Munir
Enters., Inc., 602 F. App’x 576, 578 (5th Cir. 2015) (stating that “FDIC, like other
federally-chartered corporations, is a diversity-destroying ‘stateless’ entity”);
Hancock Fin. Corp. v. Fed. Sav. & Loan Ins. Corp., 492 F.2d at 1329 [9th Cir.]
(“[B]ecause the FSLIC is an agency and instrumentality of the federal government
23 See infra at 38–46 (discussing legislative history).

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34
it is not a citizen of any particular state for diversity purposes.”); see also Federal
Nat’l Mortg. Ass’n v. LeCrone, 868 F.2d 190, 194 n.5 (6th Cir. 1989) (“doubt[ing]”
that federally chartered corporation “can sue or be sued on the basis of diversity
jurisdiction”).
Leading commentators agree. See, e.g., 15A Moore’s Federal Practice
§ 102.56[4] (3d ed. 2025) (observing that federally chartered corporation
“organized to conduct business or activities in more than one state is deemed to
have only national citizenship. Diversity jurisdiction over a nonlocalized
company of this type is generally precluded.”); 13F Wright & Miller’s Federal
Practice and Procedure § 3627 (stating as “general rule” that “citizenship of a federal
corporation created to operate in one or more states is national only. Such a
corporation has no state citizenship unless Congress so enacts.” (internal quotation
marks omitted) (alterations accepted)); Lund, Federally Chartered Corporations, 36
Fla. St. U. L. Rev. at 337 (stating that Ҥ 1332(c)(1), which defines corporate
citizenship, applies only to state-chartered corporations, not to federal
corporations”); Moore & Weckstein, Corporations and Diversity, 77 Harv. L. Rev. at
1436 (observing that “federal corporations are for jurisdictional purposes
generally regarded as citizens of the United States but not of any one of the
individual states”).
Casting further doubt on the idea that Congress intended § 1332(c)(1)’s
principal-place-of-business provision to be construed to operate independently
from its State-of-incorporation provision and, thereby, to extend diversity
jurisdiction to federally chartered corporations generally, is the fact that not only
before, but also after, the 1958 amendment adding this subsection, Congress
enacted various statutes expressly identifying the federally chartered corporations
it wanted to treat as State citizens subject to diversity jurisdiction. See 12 U.S.C.

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35
§ 1464(x) (stating, in 2006, that “[i]n determining whether a Federal court has
diversity jurisdiction over a case in which a Federal savings association is a party,
the Federal savings association shall be considered to be a citizen only of the State
in which such savings association has its home office”);24 28 U.S.C. § 1348 (stating,
in 1948, that “[a]ll national banking associations shall, for the purposes of all other
actions by or against them, be deemed citizens of the States in which they are
respectively located”). Even more particularly, in a 1974 amendment, Congress
stated that the Federal National Mortgage Association “shall maintain its principal
office in the District of Columbia or the metropolitan area thereof and shall be
deemed, for purposes of jurisdiction and venue in civil actions, to be a District of
Columbia corporation.” 12 U.S.C. § 1717(a)(2)(B).25 Similarly, in a 1986
amendment, it stated that the federally chartered Student Loan Marketing
Association “shall maintain its principal office in the District of Columbia and shall
be deemed, for purposes of venue and jurisdiction in civil actions, to be a resident
and citizen thereof.” 20 U.S.C. § 1087-2(b)(1).26 Likewise, in a 1996 amendment,
Congress stated that the federally chartered Telecommunications Development
Fund “shall maintain its principal office in the District of Columbia and shall be
deemed, for purposes of venue and jurisdiction in civil actions, to be a resident
and citizen thereof.” 47 U.S.C. § 614(b).27 Two years earlier it had stated that “[t]he
24 See Financial Services Regulatory Relief Act of 2006, Pub. L. 109-351 § 403, 120 Stat. 1966
(2006) (adding jurisdictional language).
25 See Housing and Community Development Act of 1974, Pub. L. 93-383 § 806, 88 Stat.
633 (1974) (adding jurisdictional language).
26 See Higher Education Amendments of 1986, Pub. L. 99-498 § 439(b)(1), 100 Stat. 1268
(1986) (adding jurisdictional language).
27 See Telecommunications Act of 1996, Pub. L. 104-104 § 714(b), 110 Stat. 56 (1996) (adding
jurisdictional language).

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36
principal office and place of business of Amtrak are in the District of Columbia”
and that “Amtrak is a citizen only of the District of Columbia when deciding
original jurisdiction of the district courts of the United States in a civil action.” 49
U.S.C. § 24301(b).28 Leading commentators have noted that such statutory
carveouts are one of two such exceptions to the general rule that federally
chartered corporations may not be sued in diversity (the other exception being
localization). See 15A Moore’s Federal Practice § 102.56[4] (3d ed. 2025) (“[T]he
second exception allows for diversity jurisdiction if Congress has expressly
provided for it.”). Congress has enacted no such targeted legislation with respect
to ACS. Its charter does not provide for a principal place of business, much less
does it do so for purposes of establishing venue or jurisdiction in civil actions. See
36 U.S.C. §§ 20501–06.
There would have been no need for the cited targeted legislation if Congress
had intended for § 1332(c)(1) to make all federally chartered corporations citizens
of the States of their principal place of business for purposes of diversity
jurisdiction. 29 Where the broader statutory context thus shows that Congress
28 See Act of July 5, 1994, Pub. L. 103-272 § 24301(b), 108 Stat. 745 (1994).
29 The dissent submits that some of the targeted statutes simply codify “the general rule
that a federally chartered corporation is a citizen of the state where it has its principal
place of business.” Dissenting Op., post, at 25. To the extent the “general rule” being
referenced is “localization,” we respectfully disagree. A corporation’s principal place of
business is one of the factors properly considered in determining if a federally chartered
corporation is so localized as to be deemed a citizen of a State for purposes of diversity
jurisdiction, but the concepts are not identical. Thus, construing § 1332(c)(1)’s principal-
place-of-business provision to apply to federally chartered corporations generally would
not simply codify localization as the dissent further suggests, see id. at 20–21 & n.8, but go
beyond it, something for which we discern no congressional intent, see infra at 47–53
(discussing dissent’s codification arguments further).

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37
knows how to state clearly its intent to extend State citizenship and, thereby,
diversity jurisdiction, to particular federally chartered corporations, we will not
readily assume its intent to do so more expansively in § 1332(c)(1) through State-
of-incorporation and principal-place-of-business provisions that make no mention
of federally chartered corporations. See generally Feliciano v. Dep’t of Transp., 605
U.S. 38, 49 (2025) (declining to construe word “during” to impose connection
requirement between active service and national emergency to obtain differential
pay because “other statutes show[] that Congress knows how to impose a
substantive connection when it wishes”).30
In concluding otherwise, Navy Federal construed some of the above-cited
laws to provide “a fixed, specific provision for D.C. citizenship, which controls
over the dynamic, two-pronged, general rule in § 1332(c)(1).” 972 F.3d at 360. The
principle that “the specific governs the general” is “a warning against applying a
general provision when doing so would undermine limitations created by a more
specific provision.” Varity Corp. v. Howe, 516 U.S. 489, 511 (1996) (internal
quotation marks omitted). In short, it tells courts “what to do when conflicting
provisions [of law] simply cannot be reconciled.” Scalia & Garner, Reading Law, at
30 Contrary to the dissent, we do not conclude that only a conjunctive construction of
§ 1332(c)(1)’s State-of-incorporation and principal-place-of-business provisions avoids
rendering the identified targeted statutes superfluous. See Dissenting Op., post, at 24–25.
Rather, the discussion in text simply explains why consideration of § 1332(c)(1) in a
broader statutory context does not permit us to conclude that Congress joined the
statute’s two provisions intending for them to operate independently in identifying State
citizenship and, thus, to extend diversity jurisdiction to federally chartered corporations
generally. If anything, the broader context suggests that was not Congress’s intent
because it would not have then needed to enact targeted legislation after § 1332(c)(1)’s
enactment in 1958.

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38
183. But that is not this case. There is no irreconcilable conflict between the cited
specific jurisdictional statutes and § 1332(c)(1).
Thus, review of the broader statutory context does not permit us to conclude
that Congress used the word “and” to combine § 1332(c)(1)’s State-of-
incorporation and principal-place-of-business provisions, intending for the latter
provision to operate independently of the former and, thereby, to extend State
citizenship and diversity jurisdiction to federally chartered corporations generally.
C. Legislative History
In construing a statute, we do not consider legislative history where text and
context suffice to identify Congress’s intent. See, e.g., United States ex rel. Weiner v.
Siemens AG, 87 F.4th at 161. But where, as here, a careful review of text and context,
together with various rules of statutory construction, do not completely dispel
ambiguity, “we may consider legislative history.” Soliman v. Subway Franchisee
Advert. Fund Tr., Ltd., 101 F.4th 176, 181 (2d Cir. 2024).
Here, the relevant legislative history indicates that Congress intended for
the State-of-incorporation and principal-place-of-business provisions of
§ 1332(c)(1) to operate conjunctively so that the latter would further limit diversity
jurisdiction in cases involving State-chartered corporations. Nothing in the history
indicates an intent for the provisions to operate independently so as to extend
diversity jurisdiction to federally chartered corporations generally. See Moore &
Weckstein, Corporations and Diversity, 77 Harv. L. Rev. at 1438 (noting that
Congress simply “did not consider the applicability of [§ 1332(c)(1)] to federal
corporations”).
In reaching that conclusion, we focus on the Committee Reports for the
legislation now codified, inter alia, at § 1332(c)(1), mindful that the Supreme Court

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39
has identified such reports as “the authoritative source” for identifying Congress’s
intent because they “represen[t] the considered and collective understanding of
those Congressmen involved in drafting and studying proposed legislation.”
Garcia v. United States, 469 U.S. 70, 76 (1984) (internal quotation marks omitted)
(alteration in original); accord Eisenhauer v. Culinary Inst. of Am., 84 F.4th 507, 519
n.57 (2d Cir. 2023) (collecting cases).
Here, Reports submitted to the Senate and House of Representatives by
their respective Committees on the Judiciary indicate that the singular concern
prompting § 1332(c)(1) was controlling growth in the federal courts’ diversity
docket. These Reports, which are worded almost identically, state that “[i]n the
years following World War II the judicial business of the United States district
courts increased tremendously,” with “[m]ost of the increase . . . occur[ring] in the
diversity of citizenship cases,” particularly those “involv[ing] corporations.”
S. Rep. No. 85-1830 (“S. Rep.”), at 2 (1958), as reprinted in 1958 U.S.C.C.A.N. 3099,
3100; H.R. Rep. No. 85-1706 (“H.R. Rep.”), at 2–3 (1958).31 The “appointment of
additional judges ha[d] not removed many of the basic factors in this problem of
increased litigation.” S. Rep. at 2; H.R. Rep. at 2–3. Thus, the Committees proposed
that Congress address the problem through legislation limiting diversity
jurisdiction in suits involving corporations. S. Rep. at 5; H.R. Rep. at 4 (same); see
also Hertz Corp. v. Friend, 559 U.S. at 86–88 (summarizing history of § 1332(c)(1),
including concern with “too many diversity cases” on federal dockets).
In so urging, the Committee Reports make plain that the “corporations”
being referenced in the statutory language are State—not federally—chartered
31 Hereafter, we do not include a U.S.C.C.A.N. cite when referencing the Senate Report.
No Conference Report was produced for this bill.

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40
corporations. This is evident from the opening paragraph of the Reports’
discussion of “Diversity of Citizenship by Corporations,” which states:
It is now established doctrine that a corporation, for the purposes of
jurisdiction, is deemed a citizen of the State in which it is
incorporated. It is by virtue of this rule, which is now long standing
and thoroughly imbedded in our jurisdiction, that so-called out-of-
State corporations may sue and be sued under the diversity
jurisdiction where it is suing or being sued by a citizen of a State other
than the State of its incorporation.
S. Rep. at 4 (internal citation omitted); H.R. Rep. at 3–4 (same). The referenced
“established doctrine” plainly pertains only to State-chartered corporations. The
general rule applicable to federally chartered corporations is that stated in Bankers’
Trust, i.e., such corporations are “not a citizen of any state” and, thus, are unable
to sue or to be sued in diversity jurisdiction. 241 U.S. at 309.
So too with the Reports’ next paragraph, which identifies the problem
flowing from this “established doctrine,” specifically, the “fiction of stamping a
corporation a citizen of the State of its incorporation,” when it is, in fact, “engaged
in a local business and in many cases locally owned.” S. Rep. at 4; H.R. Rep. at 4.
The Reports state that allowing such a corporation,
to bring its litigation into the Federal courts simply because it has
obtained a corporate charter from another State . . . can hardly be
considered fair because it gives the privilege of a choice of courts to a
local corporation simply because it has a charter from another State,
an advantage which another local corporation that obtained its
charter in the home State does not have.

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41
S. Rep. at 4; H.R. Rep. at 4.32
No such fictionalized State citizenship and no such unfair advantage pertain
to federally chartered corporations, which are generally excluded from diversity
jurisdiction except as Congress may expressly authorize. Thus, there is no reason
to think that Congress enacted § 1332(c)(1)’s State-of-incorporation and principal-
place-of-business provisions intending thereby to expand diversity jurisdiction
with respect to such corporations, while at the same time seeking to narrow such
jurisdiction with respect to State-chartered corporations.33
32 This court echoed Congress’s concern in ruling that an inactive corporation was not
only a citizen of its State of incorporation, but also a citizen of its last principal place of
business. See Wm. Passalacqua Builders, Inc. v. Resnick Devs. S., Inc., 933 F.2d at 141 (“To
allow inactive corporations to avoid inquiry into where they were last active would give
them a benefit Congress never planned for them, since under such a rule a defunct
corporation, no matter how local in character, could remove a case to federal court based
on its state of incorporation.”).
33 Schneiderman acknowledges that “the actual aim” of § 1332(c)(1) was “to curb abuse
of diversity by state-chartered corporations.” Appellant’s Reply Br. at 26. Our dissenting
colleague, however, insists that because Congress was pursuing aims equally applicable
to federally chartered corporations we can construe the statute to apply to such
corporations as well. In support, he identifies Congress’s rejection of a proposal to deem
a corporation “a citizen of any State in which it is doing business.” Dissenting Op., post,
at 15 (quoting S. Rep. at 20). This, he submits, manifests an intent “to narrow diversity
jurisdiction over corporations only to the extent that doing so would limit abusive
practices but would not unduly restrict the availability of a federal forum for corporate
litigation.” Id. He asserts that “[t]he competing interest that Congress identified—that
the federal courts must provide a forum for corporate litigation marked by salutary
procedures and a lack of local bias—implicates federally chartered corporations” as much
as state-chartered ones. Id. Perhaps so. But it hardly follows that, because Congress

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That conclusion comports, moreover, with the principal value furthered by
diversity jurisdiction, i.e., protecting “out-of-State citizens against the prejudice of
local courts and local juries.” S. Rep. at 4; H.R. Rep. at 4; see Hertz Corp. v. Friend,
559 U.S. at 85 (stating, with reference to enactment of § 1332(c)(1), that “many in
Congress and those who testified before it” identified “basic rationale” for
diversity jurisdiction as “opening the federal courts’ doors to those who might
otherwise suffer from local prejudice against out-of-state parties”).34 Federally
chartered corporations are presumed not to be affected by such biases precisely
because they generally “are not citizens of any state, but have the same relation to
one state as to another.” Texas v. Interstate Com. Comm’n, 258 U.S. 158, 160 (1922);
added a principal-place-of-business provision that limited diversity jurisdiction for State-
chartered corporations less than it might have, it intended that same provision to expand
diversity jurisdiction for federally chartered corporations generally. Whatever benefits a
federal forum might afford federally chartered corporations, we know Congress did not
think them sufficient to support wholesale federal question jurisdiction, which it
abolished, opting instead for targeted legislation. See supra at 31–33. Meanwhile, nothing
in the legislative history indicates that Congress considered federally chartered
corporations at all when adding the principal-place-of-business provision to § 1332(c)(1).
See Moore & Weckstein, 77 Harv. L. Rev. at 1438 (quoted supra at 38). Rather, the singular
focus of the addition was on State-chartered corporations, specifically curbing their
abusive use of their States of incorporation to invoke diversity jurisdiction, albeit without
“unduly restrict[ing] the availability of a federal forum for corporate litigation.”
Dissenting Op., post, at 15. See generally Denver Area Educ. Telecommunications Consortium,
Inc. v. F.C.C., 518 U.S. 727, 757 (1996) (“Congress need not deal with every problem at
once” and “must have a degree of leeway in tailoring means to ends.” (citations omitted)).
34 Mindful of these animating concerns, the parties’ positions in this case are perplexing.
Insofar as ACS submits that this case should properly be brought in New York State court,
see Oral Argument Tr. at 22:6–20, Schneiderman, a citizen of New York, can hardly claim
that he would be prejudiced by that venue. At the same time, it is not clear what objection
ACS has to being sued in federal court.

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cf. Commercial Union Ins. Co. v. United States, 999 F.2d 581, 584 (D.C. Cir. 1993)
(reaching same conclusion for federal agencies).35
Turning to the fourth paragraph of this section of their Reports, the
Committees propose to reduce the federal courts’ diversity dockets by adopting a
recommendation of the Judicial Conference of the United States urging
amendment of § 1332 “so that a corporation shall be regarded not only as a citizen
of the State of its incorporation, but also as a citizen of the State in which it
maintains its principal place of business.” S. Rep. at 5 (emphases added); H.R.
Rep. at 4 (emphasis added). The Committees’ use of this “not only . . . but also”
formulation strongly indicates an intent for § 1332(c)(1)’s State-of-incorporation
and principal-place-of-business provisions to operate conjunctively, not
independently. Indeed, the “not only” prong of such a formulation presupposes
the existence of a first thing (incorporation by at least one State) to which a second
thing is then added (that corporation’s State of principal place of business) to form
a complete thought. See Garner, The Chicago Guide to Grammar, at 146 (identifying
“not only . . . but also” as a “correlative conjunction,” i.e., “conjunctions used in
pairs, often to join successive clauses that depend on each other to form a complete
thought”). The complete thought conveyed by § 1332(c)(1) is that, for purposes of
diversity jurisdiction, a corporation is first properly identified as a citizen of every
State by which it has been incorporated, and then further identified as a citizen of
the State where it has its principal place of business. See Bryan A. Garner, Garner’s
35 While the dissent maintains that “[t]here is no such presumption,” see Dissenting Op.,
post, at 16, we locate support not only in the quoted language from Texas v. Interstate Com.
Comm’n, 258 U.S. at 160, but also in recognition that the presumption can be overcome by
federal legislation and, possibly, localization properly understood.

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Modern English Usage 756 (5th ed. 2022) (noting that “not only . . . but also” is
comparable to “not only . . . but . . . as well”).
Further, in supporting the amendment now codified at § 1332(c)(1), Rep.
Kenneth Keating (N.Y.) used the same “not only . . . but also” formulation to
confirm what the Committee Reports said about the legislation serving to limit—
not to expand—federal diversity jurisdiction. See 104 Cong. Rec. 12,688 (1958)
(predicting that law would “reduce the number of cases brought into Federal court
on the basis of diversity of citizenship” because “a corporation henceforth shall be
considered a citizen not only of the State in which it was incorporated, but also of
the State where it has its principal place of business”). Such “stand-alone remarks”
are not “dispositive” of how Congress intends a statute to operate. Enterprise
Mortg. Acceptance Co., LLC, Sec. Litig. v. Enter. Mortg. Acceptance Co., 391 F.3d 401,
408 n.5 (2d Cir. 2004). Nevertheless, we may consider them when, as here, they
are consistent with the more authoritative Committee reports. See City of New York
v. Beretta U.S.A. Corp., 524 F.3d 384, 404 (2d Cir. 2008). Further, the Supreme Court
has itself used the “not only . . . but also” formulation to describe the operation of
these two statutory provisions. See Carden v. Arkoma Assocs., 494 U.S. 185, 196
(1990) (stating that Congress amended § 1332(c) in 1958 to provide “that a
corporation shall be deemed a citizen not only of its State of incorporation but also
of the State where it has its principal place of business” (internal quotation marks
omitted)).
Finally, the Committee Reports state elsewhere that a corporation shall be
deemed a citizen “both of the States of its creation and the State in which it has its
principal place of business.” S. Rep. at 3 (emphases added); H.R. Rep. at 3 (same).
The highlighted language is another correlative conjunction, operating to the same
effect as “not only . . . but also.” See Garner, The Chicago Guide to Grammar, at 146–

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47; Webster’s Third New Int’l Dictionary at 258 (defining “both” as signaling items
working together, “without excepting either”). The Judicial Conference of the
United States used both these correlative conjunctions in its recommendations to
Congress. See Report of the Proceedings of the Regular Annual Meeting of the Judicial
Conference of the United States 27 (Sept. 1951) (recommending that “in cases based
upon diversity of citizenship a corporation shall be deemed a citizen both of the
State of its creation and the State in which it has its principal place of business”);
Report of the Proceedings of a Special Session of the Judicial Conference of the United
States 9 (Mar. 1957) (renewing recommendation “that a corporation be deemed to
be a citizen not only of the State of its incorporation but also of the State in which
it has its principal place of business”).
Thus, Congress’s own conjunctive characterization of § 1332(c)(1) signals
that it intended for the principal-place-of-business provision to provide an
additional State of citizenship in addition to that already provided by the
corporation’s State(s) of incorporation. It did not intend for the principal-place-of-
business provision to operate independently so as to confer State citizenship on
federally chartered corporations incorporated by no State.
To be sure, Congress did not use “not only . . . but also” in § 1332(c)(1)’s text
to signal that the State-of-incorporation and principal-place-of-business
provisions operate conjunctively. But neither did it use the word “or” to signal
that the provisions operate independently. It used “and.” To the extent that, even
after reviewing text, statutory context, and background, there remains any
ambiguity in that use, Congress’s use of correlative conjunctions in the pertinent
legislative history signals that it used “and” in § 1332(c)(1) intending for the
principal-place-of-business provision to operate in conjunction with, not
independently from, the State-of-incorporation provision to which it is joined.

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And because the text of the latter provision presupposes that the corporation in
question has been incorporated by at least one state, see supra at 15–18, the State of
citizenship identified by the principal-place-of-business provision is necessarily in
addition to the State of citizenship already provided by the State(s) of
incorporation.
In sum, legislative history convincingly indicates (1) that the concern
animating § 1332(c)(1) was the growth in diversity cases involving corporations, a
concern that could only pertain to State-chartered corporations because federally
chartered corporations are generally excluded from diversity jurisdiction; (2) that
Congress sought to remedy the identified concern by combining a new principal-
place-of-business provision with the established State-of-incorporation provision
so as to identify corporate citizenship in a way that would narrow the ability for
State-chartered corporations to sue or be sued in diversity jurisdiction; and (3) that,
in enacting such legislation, Congress made no mention in text or history of
federally chartered corporations, much less indicated any intent to expand
diversity jurisdiction to reach such corporations in a way not previously
authorized.
Thus, when we consider the statutory text in context, in light of the totality
of this history, and mindful that Congress alone has the power to expand the
jurisdiction of federal courts, see Snyder v. Harris, 394 U.S. at 341–42; accord Empire
Healthchoice Assur., Inc. v. McVeigh, 547 U.S. at 696, we construe § 1332(c)(1) to
identify State citizenship only for corporations incorporated by a State or foreign
state and not for federally chartered corporations. We therefore conclude that the
district court correctly determined that Schneiderman failed to demonstrate
diversity jurisdiction with respect to federally chartered ACS and, on that basis, it
properly dismissed this action for lack of subject matter jurisdiction.

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D. The Dissent’s Reliance on “Localization” as a Basis for Diversity
Jurisdiction Does Not Persuade
As earlier noted, in the district court, Schneiderman expressly waived any
reliance on a judicially recognized localization exception as a basis for the exercise
of diversity jurisdiction over ACS in this case. See supra at 7 n.3. He does not
contend otherwise on appeal. Nor does he argue on appeal that § 1332(c)(1)
effectively codifies the localization exception. Only our dissenting colleague so
urges, and in the process accuses us of proceeding on a “pretense” that we lack
jurisdiction as to localization. Dissenting Op., post, at 32. The dissent’s accusation
is unwarranted, and its urged arguments are unpersuasive.
1. The Localization Exception
The dissent’s pretense accusation will not bear close scrutiny as applied to
Schneiderman’s express waiver of the localization exception as a basis for
exercising diversity jurisdiction over ACS.
First, such an accusation finds no support in our obligation to exercise
jurisdiction conferred by Congress. “[W]hile federal courts must ensure that they
do not lack subject-matter jurisdiction, even if the parties fail to identify any
jurisdictional defect, there is no corresponding obligation to find and exercise
subject-matter jurisdiction on a basis not raised by the parties,” much less on a
basis expressly waived. Behrens v. JPMorgan Chase Bank, N.A., 96 F.4th 202, 206–07
(2d Cir. 2024) (emphasis in original).

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48
Nor can it be grounded in an assumption that we have the same discretion
to review a waived point as we have to review a forfeited one.36 As the Supreme
Court has observed, “[t]he terms waiver and forfeiture—though often used
interchangeably by jurists and litigants—are not synonymous.” Hamer v.
Neighborhood Housing Servs. of Chicago, 583 U.S. 17, 20 n.1 (2017). “Forfeiture is the
failure to make the timely assertion of a right; waiver is the intentional
relinquishment or abandonment of a known right.” Id. (internal quotation marks
omitted) (alterations accepted). “[T]his court has discretion to correct errors that
were forfeited because not timely raised in the district court, but no such discretion
applies when there has been true waiver.” United States v. Spruill, 808 F.3d 585, 596
(2d Cir. 2015) (emphasis in original); United States v. Yu-Leung, 51 F.3d 1116, 1121
(2d Cir. 1995) (“[F]orfeiture does not preclude appellate consideration of a claim
in the presence of plain error, whereas waiver necessarily extinguishes the claim
altogether” (internal quotation marks omitted)). This principle is not confined to
criminal cases, but applies also to civil cases. See, e.g., Genesis Healthcare Corp. v.
Symczyk, 569 U.S. 66, 72–73 (2013) (stating, in civil context, that party’s concession
of issue “prevent[s] us from reaching it”).
The dissent nevertheless maintains its “pretense” accusation by asserting
that what Schneiderman waived was not an “issue” or “claim” (i.e., whether there
is diversity jurisdiction in this case), but only an “argument” (i.e., whether the
localization exception provides a basis for such jurisdiction). See Dissenting Op.,
post, at 28–29 (quoting Kamen v. Kemper Fin. Servs., Inc., 500 U.S. 90, 99 (1991)
(“When an issue or claim is properly before the court, the court is not limited to
the particular legal theories advanced by the parties, but rather retains the
36 The dissent appears to have retreated from that earlier urged position. We discuss the
two concepts here to the extent that clarification may be warranted.

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49
independent power to identify and apply the proper construction of governing
law.”).37 The dissent identifies the relevant “issue” here at too high a level of
generality. In Genesis Healthcare Corp. v. Symczyk, the Supreme Court recognized
that assertions of jurisdiction can raise diverse issues. 569 U.S. at 72–73. There, an
employee suing for damages under the Fair Labor Standards Act might be said to
have asserted a claim that she possessed the “legally cognizable interest or
personal stake in the outcome of the action” necessary for the exercise of federal
jurisdiction. Id. at 71 (internal quotation marks omitted). When a question arose
as to whether a settlement offer of complete relief would moot the action and, thus,
terminate the employee’s interest in the litigation, the Supreme Court did not
identify the employee’s concession of the point as the waiver of only an argument.
Rather, upon the lower court’s finding that the employee had received such an
offer, the Supreme Court ruled that the employee’s “waiver of the issue”—i.e., the
issue of whether an offer would moot the action and terminate her interest—
precluded consideration of her argument that an “unaccepted” offer does not
render an action moot. Id. at 71–72. So here, Schneiderman’s assertion of diversity
jurisdiction does not present a single issue or claim. Rather, an assertion of
diversity jurisdiction based on a statute, i.e., § 1332(c)(1), presents a distinct issue
from an assertion of diversity jurisdiction based on a judicially recognized
localization exception to the general rule that federally chartered corporations are
not subject to such jurisdiction, both of which present distinct issues from an
37 We note that, in Kamen, the Supreme Court made this pronouncement in the context of
a forfeited argument, not a waived one. See 500 U.S. at 99. When the Court did apply
the rule to an “expressly disavowed” argument, the case was one in which the matter
was appropriately reached in any event because it had been addressed by the lower court.
Lebron v. Nat’l R.R. Passenger Corp., 513 U.S. at 379. Here too, we review the waived
statutory basis for diversity jurisdiction passed on by the district court. See supra at 10–
11 n.6.

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50
assertion of diversity jurisdiction dependent on a court’s pronouncement of a new
exception to the general rule. Each of these claimed bases for diversity jurisdiction
requires its own legal analysis and arguments. Thus, even assuming that the issue-
argument distinction emphasized by the dissent applies to expressly waived
points not passed on by the district court, Schneiderman’s waiver of the issue of a
localization basis for diversity jurisdiction precludes review on appeal.
Finally, even if we had the discretion to review the waived localization
issue, we would not exercise that discretion here where Schneiderman not only
waived the point in the district court but abandoned it on appeal. See United States
v. Prawl, 149 F.4th 176, 187 (2d Cir. 2025) (stating that “argument[s] not raised on
appeal [are] generally deemed abandoned” (internal quotation marks omitted)).
While we have sometimes exercised our discretion to review an abandoned
argument where it “presents a question of law and there is no need for additional
fact-finding[,] or where manifest injustice otherwise would result,” even when
“these conditions obtain,” we have “decline[d] to exercise our discretion.” Id.
(internal quotation marks omitted).
Here, these conditions do not obtain. The dissent does not—and cannot—
argue that review is necessary here to prevent an injustice to Schneiderman. The
dismissal of this case for lack of diversity jurisdiction leaves Schneiderman, a New
York resident, to pursue his New York State law claim in a New York State court,
hardly a forum likely to be biased against him, the concern underlying diversity
jurisdiction. See supra at 42 n.34. Instead, the dissent maintains that review is
warranted because localization presents only a question of law “closely related to
the statutory question the majority addresses.” See Dissenting Op., post, at 32. But
as the lengthy opinions in this case show, the question of law is not one that is
easily resolved. More to the point, the legal question pertains only to the exercise

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of our diversity jurisdiction and is entirely irrelevant to Schneiderman’s state law
claim, which can be heard in state court. Such circumstances do not support
review of an abandoned claim. As for disputes of fact, given the numerous
factors—beyond a corporation’s principal place of business—pertinent to the
localization exception, see infra at 52–53, we are not persuaded that it weighs in
favor of our reviewing an abandoned claim.
In sum, as a matter of both true waiver and the exercise of discretion, we do
not here consider a localization-exception basis for diversity jurisdiction not urged
on appeal by Schneiderman.
2. Codification of Localization
In construing § 1332(c)(1), we have not disavowed jurisdiction to consider
whether Congress’s intent was to codify localization as a basis for the exercise of
diversity jurisdiction. Rather, we have noted that only the dissent raises the
possibility of such codification. Schneiderman makes no such argument on
appeal. The argument thus being abandoned, its review is left to our discretion.
See United States v. Prawl, 149 F.4th at 187. For reasons just stated, we need not
exercise that discretion to avoid an injustice to Schneiderman. Nor are we
persuaded to do so by the dissent’s discussion of codification. See Dissenting Op.,
post, at 20–21 (submitting that Congress’s “codification of the Federal common
law” pertaining to localization would not require showing that Congress intended
to expand diversity jurisdiction (internal quotation marks omitted)).
The likelihood that Congress intended codification is here undermined by
the fact that the relevant Committee Reports discussed supra at 39–44 not only
make no reference to localization, but also specifically ground the added principal-
place-of-business provision in “Federal statute[s] such as the [venue] provisions

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52
of the Bankruptcy Act.” S. Rep. at 5; H.R. Rep. at 4; see Moore & Weckstein,
Corporations and Diversity, 77 Harv. L. Rev. at 1439 n.72 (observing that “[principal-
place-of-business] phrase is employed as a criterion of venue in a variety of
statutes,” such as Bankruptcy and Securities Exchange Acts). Nor are the concepts
of localization and principal place of business so obviously identical as to admit
an inference of incorporation. Every functioning corporation has a principal place
of business, even if it operates nationwide. This is evident in Congress’s use of the
definite article in referring to “the State” where a corporation has its principal
place of business. 28 U.S.C. § 1332(c)(1). It is further evident in the Supreme
Court’s “nerve center” test for identifying a corporation’s principal place of
business, which asks only “where a corporation’s officers direct, control, and
coordinate the corporation’s activities,” generally the corporation’s headquarters,
“provided that the headquarters is the actual center of direction, control, and
coordination.” Hertz Corp. v. Friend, 559 U.S. at 93. But not every federally
chartered corporation is so localized as to warrant an exception from the general
Bankers’ Trust rule that it is a citizen of no State. See 241 U.S. at 309 (referencing
possible exception when corporation’s “activities and operations” are “confined
to a single state”). Many factors are properly considered in determining whether
a federally chartered corporation can be deemed a State citizen based on
localization, the principal place of business being only one. See, e.g., Loyola Fed.
Sav. Bank v. Fickling, 58 F.3d 603, 606 (11th Cir. 1995) (“A variety of factors are
relevant to this [localization] inquiry, such as the corporation’s principal place of
business, the existence of branch offices outside the state, the amount of business
transacted in different states, and any other data providing evidence that the
corporation is local or national in nature.”); see also Parks Heritage Fed. Credit Union
v. Fiserv Sols., Inc., No. 16-CV-7734, 2017 WL 74280, at *4 (S.D.N.Y. Jan. 4, 2017)
(noting that federally chartered corporation “is not ‘necessarily localized in the

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53
state in which its principal place of business is located’” (quoting Little League
Baseball, Inc. v. Welsh Publ’g Grp., Inc., 874 F. Supp. 648, 653 (M.D. Pa. 1995))). Thus,
because § 1332(c)(1)’s principal-place-of-business provision in fact reaches farther
than the localization exception, we reject the dissent’s suggestion that codification
can be assumed because there would be no resulting significant expansion in
diversity jurisdiction.
Accordingly, we do not construe § 1332(c)(1) to codify a localization
exception warranting the exercise of diversity jurisdiction over ACS in this case,
nor do we ourselves consider whether a waived common-law localization
exception might itself permit us to exercise such jurisdiction. Rather, for the
reasons stated in this opinion, we conclude that the principal-place-of-business
provision of § 1332(c)(1) does not operate independently to support jurisdiction
over ACS in this case, and, therefore, we affirm the district court’s dismissal of this
action against ACS for lack of jurisdiction.
II. Denial of Post-Judgment Motions
Schneiderman also challenges the district court’s denial of his final pro se
post-judgment motion, which the district court liberally construed to seek
reconsideration of dismissal of his case, reopening of his case for further discovery,
and permission to file a fourth amended complaint. See Fed. R. Civ. P. 59(e), 60(b).
We review this denial only for abuse of discretion. See Munafo v. Metro. Transp.
Auth., 381 F.3d 99, 105 (2d Cir. 2004) (Rule 59(e)); Grace v. Bank Leumi Tr. Co. of N.Y.,
443 F.3d 180, 187 (2d Cir. 2006) (Rule 60(b)); Van Buskirk v. United Grp. of Cos., Inc.,
935 F.3d 49, 53 (2d Cir. 2019) (reconsideration). We identify no such abuse here.
As we have noted, “the standard for granting [a Rule 59 motion for
reconsideration] is strict, and reconsideration will generally be denied unless the
moving party can point to controlling decisions or data that the court overlooked.”

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54
Analytical Survs., Inc. v. Tonga Partners, L.P., 684 F.3d 36, 52 (2d Cir. 2012), as
amended July 13, 2012 (internal quotation marks omitted) (alteration in original).
Likewise, “Rule 60(b) provides a mechanism for extraordinary judicial relief
[available] only if the moving party demonstrates exceptional circumstances,”
Motorola Credit Corp. v. Uzan, 561 F.3d 123, 126 (2d Cir. 2009) (internal quotation
marks omitted) (alteration in original), and “[a] motion for reconsideration is an
extraordinary request that is granted only in rare circumstances, such as where the
court failed to consider evidence or binding authority,” Van Buskirk v. United Grp.
of Cos., Inc., 935 F.3d at 54.
Schneiderman has not shown that he is entitled to such extraordinary relief.
Specifically, he does not demonstrate that the district court overlooked any
controlling authority. Rather, he suggests that the court overlooked the fact that,
prior to dismissal, he had been pursuing discovery into the viability of a renewed
Rehabilitation Act claim. See Appellant Br. at 27–31. The record is to the contrary.
When the district court denied Schneiderman’s first motion for
reconsideration and reopening, it indicated its awareness of “the fact that [prior to
dismissal, Schneiderman] was engaged in discovery to determine the feasibility of
reinstating the previously dismissed Rehabilitation Act claim.” Order Denying
First Mot. Reopen at 8, Schneiderman, Dkt. No. 83. It observed that the potential
viability of such a claim had also been “raised in plaintiff’s opposition to
defendant’s pre-motion conference request and in stricken correspondence that
was sent to the Court by plaintiff’s counsel while the motion to dismiss the Third
Amended Complaint was sub judice.” Id. at 8–9. Nevertheless, the district court
noted that Schneiderman had failed to raise the possibility of such a claim in
opposing ACS’s motion to dismiss. See id. In any event, it deemed the issue
irrelevant because the dismissed Third Amended Complaint alleged only state law

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55
claims and, before its dismissal, Schneiderman never sought leave to file a Fourth
Amended Complaint stating any federal claims. See id. In denying
Schneiderman’s second motion for reconsideration and reopening, the district
court reiterated this conclusion. Order Denying Second Mot. Reopen at 9,
Schneiderman, Dkt. No. 89 (“The papers that plaintiff filed in opposition to the
motion to dismiss did not mention the ongoing discovery into the Rehabilitation
Act Claim.”).
On this record, we are satisfied that the district court considered the facts
that Schneiderman claims it overlooked, such that we identify no abuse of
discretion in its denial of his final motion for reconsideration of dismissal and
reopening of his case.
CONCLUSION
To conclude,
1. Upon consideration of the text, context, and history of 28 U.S.C.
§ 1332(c)(1), we conclude that the statute identifies State citizenship
for purposes of diversity jurisdiction by reference to a corporation’s
principal place of business only for corporations that have been
chartered by a State or foreign state, not for federally chartered
corporations.
2. Because defendant ACS is a federally chartered corporation not
incorporated by any State, plaintiff Schneiderman cannot
demonstrate the diversity of citizenship necessary for federal
jurisdiction in this action. Thus, the district court correctly dismissed
this action.

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56
3. The district court also acted within its discretion in denying
Schneiderman’s motion to reconsider the dismissal judgment and to
reopen the case.
Accordingly, we AFFIRM the challenged judgment and order of the district
court in all respects.

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21-2737-cv (L), 24-274-cv (Con.)
Schneiderman v. American Chemical Society
MENASHI , Circuit Judge, dissenting:
The federal diversity statute provides that “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) (emphasis added).
The majority interprets the word “and” to limit the application of
§ 1332 only to those corporations that have both a state of
incorporation and a principal place of business. Because a federally
chartered corporation has not been incorporated by either an
American state or a foreign state, the majority decides that it has no
citizenship at all under § 1332.
That strange conclusion does not follow from the text,
structure, or history of the statute. The language of § 1332(c)(1)
straightforwardly deems a federally chartered corporation to be a
citizen of the state where it has its principal place of business, and the
common law background against which the statute was enacted
reinforces that interpretation. The American Chemical Society
(“ACS”) is a citizen of the District of Columbia, where it has its
principal place of business. The district court erred in dismissing the
complaint on the ground that ACS has no citizenship. The majority
compounds the error by adopting an idiosyncratic interpretation of
the diversity statute and creating a direct split with the Fourth Circuit.
I dissent.
I
“As always, we start with the text.” Campos-Chaves v. Garland,
144 S. Ct. 1637, 1647 (2024). The text of § 1332(c)(1) unambiguously
applies to all corporations, including federally chartered
corporations. Section 1332(c)(1) provides that a corporation is a

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2
citizen of (1) “every State and foreign state by which it has been
incorporated” and (2) “the State or foreign state where it has its
principal place of business.” 28 U.S.C. § 1332(c)(1). The first basis for
corporate citizenship does not apply to a federally chartered
corporation. But the statute deems a federally chartered corporation
to be a citizen of the state where it has its principal place of business.
Each of the two statutory bases independently confers citizenship,
and nothing in the statute prevents one from supplying citizenship
when the other does not.
The majority correctly observes that the statute makes “a
corporation a citizen not only of every State by which it has been
incorporated … but also of the State where it has its principal place of
business.” Ante at 17-18. But the majority makes an unjustified logical
leap when it concludes that to have any state citizenship at all, a
corporation must have both a state of incorporation and a state where
it has its principal place of business. That conclusion lacks support in
the statutory text, statutory structure, and legislative history.
A
The interpretation of the majority conflicts with the statutory
text. The statute provides that a corporation is “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) (emphasis added). The Fourth Circuit has observed that
“[t]he plain meaning of and in context here is ‘in addition to.’” Navy
Federal Credit Union v. LTD Fin. Servs., LP, 972 F.3d 344, 350 (4th Cir.
2020). A corporation is a citizen of every state by which it has been
incorporated in addition to the state where it has its principal place of
business. Even though there is no state by which it has been
incorporated, a federally chartered corporation is a citizen of the state

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3
where it has its principal place of business because “when we add
something to nothing, something remains.” Id.
The majority rejects this straightforward interpretation because
it is mystified by the word “and.” The majority detects “textual
ambiguity as to how the word ‘and’ combines § 1332(c)(1)’s principal-
place-of-business provision with its State-of-incorporation
provision.” Ante at 14. The majority acknowledges that Congress
might have used “and” to indicate two possibilities, “such that the
statutory provisions operate as independent alternatives.” Id. at 18.
But it cannot be certain because “the word ‘and’ can operate as a sort
of linguistic chameleon.” Id. at 20. The majority notes that its
description of “and” as a “chameleon” echoes the Fourth Circuit and
the Supreme Court. Id. at 13 n.7. But both of those courts used that
description to explain why it is not especially difficult to understand
the meaning of “and.” For chameleons, “the color of their
surroundings determines their character.” Navy Federal, 972 F.3d at
357. A linguistic chameleon, therefore, “must draw its meaning from
its context.” Kucana v. Holder, 558 U.S. 233, 245 (2010) (quoting
Ardestani v. INS, 502 U.S. 129, 135 (1991)). Instead of recognizing that
we can understand how “and” operates by looking at the word in
context, the majority throws up its hands at an apparently
irresolvable textual ambiguity that requires the resort to legislative
history.
But we always understand words in context. That is not a
reason to conclude that a text lacks a discernable meaning. The
majority’s inability to understand “and” in § 1332(c)(1) is “contrary to
our common experience as people who communicate in English,” let
alone to our experience as judges who interpret much more

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4
complicated statutes. 1 The interpretation of statutes “has been,
‘emphatically,’ ‘the province and duty of the judicial department’ for
at least 221 years.” Loper Bright Enters. v. Raimondo, 144 S. Ct. 2244,
2273 (2024) (quoting Marbury v. Madison, 5 U.S. (1 Cranch) 137, 177
(1803)). In discharging that duty, “[w]e can conclude that the
language is ambiguous only after exhausting all the traditional tools
of construction.” Quituizaca v. Garland, 52 F.4th 103, 109 (2d Cir. 2022)
(internal quotation marks and alteration omitted). Those tools reveal
that “and” in this statute links two alternatives. In my view,
“Congress has conveyed its purpose clearly,” so I would not
“manufacture ambiguity where none exists.” United States v. Culbert,
435 U.S. 371, 379 (1978).
1
The confusion that the majority perceives from contemplating
“and” in the abstract is easily resolved by looking at the word in the
context of § 1332(c)(1). See Reno v. Koray, 515 U.S. 50, 56 (1995) (“[I]t is
a fundamental principle of statutory construction (and, indeed, of
language itself) that the meaning of a word cannot be determined in
isolation, but must be drawn from the context in which it is used.”)
(internal quotation marks omitted). As the Fourth Circuit recognized,
each clause in § 1332(c)(1)—the state-of-incorporation clause and the
principal-place-of-business clause—is structurally independent. See
Navy Federal, 972 F.3d at 357. Each clause provides a basis for
conferring corporate citizenship, and “[t]he parallel use of the
preposition ‘of’ confirms that both clauses (really, adjectival phrases)
are directed toward the word ‘citizen,’ not one another.” Id. So the
1 Raymond M. Kethledge, Ambiguities and Agency Cases: Reflections After
(Almost) Ten Years on the Bench, 70 Vand. L. Rev. En Banc 315, 319 (2017).

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5
way in which “and” combines the two clauses creates alternative and
independent bases of citizenship.
The Supreme Court has told us to determine “what the ‘and’ in
[a statute] connects” by “reviewing text in context.” Pulsifer v. United
States, 144 S. Ct. 718, 726 (2024). The majority, however, finds the
context as befuddling as the word itself. The majority argues that
because § 1332(c)(1) refers to “every State” in which a corporation
“has been incorporated,” the statute “presupposes that the
corporation in question is one that has been incorporated by some
State.” Ante at 16. But that is not true. We all agree that “‘[e]very’ is
commonly defined as ‘being each individual or part of a class or
group whether definite or indefinite in number without exception.’”
Id. (quoting Every, Webster’s Third New International Dictionary 788
(1993)). As used in § 1332(c)(1), the word “every” ensures that a
corporation will be deemed to be a citizen of all American states and
foreign states by which it has been incorporated.
That usage is consistent with the possibility that the total
number of such states will be “a null set.” Navy Federal, 972 F.3d at
356. If the rules of a competition provided that “every competitor who
achieves a perfect score will receive a prize,” no one would say that a
perfect score must be awarded at each competition. In the same way,
the state-of-incorporation clause does not suggest that a corporation
must be incorporated by an American state or a foreign state for
§ 1332(c)(1) to apply.2
2 The majority complains that this hypothetical does not closely track the
language of § 1332(c)(1). See ante at 18 n.10. But the point here is that—
contrary to the suggestion of the majority—the word “every” does not
presuppose that there must be a state of incorporation. If the rule said that
“a competitor will receive a prize for every competition in which he has
shown good sportsmanship and for a competition in which he receives a

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6
The majority also emphasizes the absence of punctuation
between the two clauses. The majority reasons that if Congress
intended the clauses to operate independently, it would have inserted
a semicolon or a comma. See ante at 22-24 & n.15. Here is what adding
a semicolon would look like: “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). That rendition of
the statute is ungrammatical. “[A] semicolon is most commonly used
between two independent clauses not joined by a conjunction to
signal a closer connection between them than a period would.”
Chicago Manual of Style § 6.60 (18th ed. 2024). The two clauses of
§ 1332(c)(1) are not grammatically independent and are joined by a
conjunction—the word “and.” So a semicolon would be improper.
The majority observes that a comma precedes “a conjunction
introducing an independent clause.” Ante at 22 (quoting William
Strunk, Jr. & E.B. White, Elements of Style 5 (4th ed. 2000)). But the
word “and” in § 1332(c)(1) does not introduce a grammatically
independent clause, so a comma would also be improper. The statute
does not include a semicolon or a comma because Congress
understands how punctuation works.
The text and context of § 1332(c)(1) make plain that the state-of-
incorporation and principal-place-of-business clauses operate
independently. The attempt of the majority to “manufacture
ambiguity” does not succeed. Culbert, 435 U.S. at 379.
perfect score”—language that closely tracks § 1332(c)(1)—no one would
deny a prize to a good sportsman who missed a target.

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7
2
In addition to the structural independence of the two clauses,
the clauses are logically independent. “[A] corporation’s place of
incorporation does not depend on the location of its headquarters—
nor does the place of its headquarters turn on the location of its
incorporation.” Navy Federal, 972 F.3d at 358. There is no relationship
between the state by which a corporation has been incorporated and
the state where it has its principal place of business. A corporation
incorporated in Greece and headquartered in New Jersey can decide
tomorrow to re-incorporate in South Dakota and move its
headquarters to Liberia. See Hertz Corp. v. Friend, 559 U.S. 77, 86 (2010)
(“Since the Supreme Court has decided that a corporation is a
citizen … it has become a common practice for corporations to be
incorporated in one State while they do business in another.”)
(quoting S. Rep. No. 72-530, at 4 (1932)). Because nothing about the
practice of corporations connects the state of incorporation to the
principal place of business, there is no reason to think that Congress
sought to deem a corporation to have citizenship on one basis only if
it also has citizenship on the other basis.
In fact, courts have recognized the possibility that a corporation
may have citizenship based on only one of the bases specified in
§ 1332(c)(1). The Third Circuit has concluded that “an ‘inactive’
corporation (that is, a corporation conducting no business activities)
has no principal place of business, and is instead a citizen of its state
of incorporation only.” Midlantic Nat’l Bank v. Hansen, 48 F.3d 693, 696
(3d Cir. 1995). And the Eleventh Circuit has likewise held that “a
dissolved corporation has no principal place of business” and “is
therefore only a citizen” of the state by which it was incorporated.
Holston Invs., Inc. B.V.I. v. LanLogistics Corp., 677 F.3d 1068, 1071 (11th

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8
Cir. 2012). These cases reflect the understanding that the two bases of
corporate citizenship operate independently.
The majority insists that the Third Circuit did not endorse
“application of the principal-place-of-business provision to confer
State citizenship on corporations not incorporated by any State.” Ante
at 26 n.17. But the word “and” needs to work both ways. If the word
“and” signifies “in conjunction with”—as the majority claims it
does—then a corporation without a principal place of business cannot
be a citizen even of the state by which it was incorporated. I do not
believe that § 1332(c)(1) requires that odd result.
And our own precedent forecloses that conclusion. We have
recognized that the diversity statute applies to a corporation for
which one of the bases of citizenship yields a null set. Our court has
held that “the place an inactive corporation last transacted business is
relevant in determining diversity jurisdiction” because “a defunct
corporation” might still be “local in character.” Wm. Passalacqua
Builders, Inc. v. Resnick Devs. S., Inc., 933 F.2d 131, 141 (2d Cir. 1991).
That is, even when a corporation has no principal place of business, it
may still be a citizen of one or more states under § 1332(c)(1). Other
courts have agreed that whether an inactive corporation has a
principal place of business depends on the circumstances. See, e.g.,
Athena Auto., Inc. v. DiGregorio, 166 F.3d 288, 291-92 (4th Cir. 1999)
(concluding that an inactive corporation “was unquestionably a
citizen of Georgia, its state of incorporation,” but that “it did not have
its principal place of business in Maryland” because “all business
activity in Maryland ended” even though its “principal, indeed, only
place of business was Maryland” while it was active); Harris v. Black
Clawson Co., 961 F.2d 547, 551 (5th Cir. 1992) (“[W]here a corporation
has been inactive in a state for a substantial period of time … that state
is not the corporation’s principal place of business.”).

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9
Courts have thus considered the application of § 1332(c)(1) to a
corporation that may lack citizenship under one of the clauses. But no
court has concluded that such a corporation is a citizen of no place at
all. Because the clauses are structurally and logically independent, it
is possible to have citizenship based on one clause but not the other.
The majority seems to agree that the clauses are logically
independent. See ante at 24. But the majority nevertheless asserts that
the logical independence “tells us nothing about whether Congress
used the word ‘and’ in § 1332(c)(1) intending for these locations to be
considered in conjunction with one another or independently in
identifying States of corporate citizenship.” Id. Of course it does. The
independence of the clauses means that there is no reason to read into
the statute an intention for the clauses to operate conjunctively. The
majority observes that interpreting the clauses “to operate in
conjunction” would not render “superfluous” other language in
§ 1332(c)(1). Id. at 24-25. But the problem with judges adding
requirements beyond the text of the statute is not usually that doing
so renders part of the statute superfluous. The problem is that doing
so effectively adds language that Congress did not enact.
The majority says that its conjunctive interpretation “logically
comports with precedent recognizing that § 1332(c)(1)’s two
provisions work in tandem to confer ‘dual citizenship’ on State
incorporated corporations—thereby limiting their ability to sue and
to be sued in diversity jurisdiction.” Id. at 25. But no one disputes that
§ 1332(c)(1) deems a corporation to be a citizen of both the state by
which it has been incorporated and the state where it has its principal
place of business. See Hertz, 559 U.S. at 86-87 (recounting the history
of § 1332(c)(1)). The expectation that a corporation will generally
receive citizenship under both clauses does not mean that Congress
intended there to be no diversity jurisdiction when a corporation has

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10
citizenship pursuant to one clause but not the other. Cf. id. at 86 (“The
committee recommended against eliminating diversity cases
altogether.”).
Congress wrote a simple statute that is easy to apply. The
strained attempt of the majority to complicate the statute proves that
ambiguity is lacking.
B
The use of “and” in other parts of § 1332(c)(1) confirms that it
means “in addition to.” “A term appearing in several places in a
statutory text is generally read the same way each time it appears.”
Ratzlaf v. United States, 510 U.S. 135, 143 (1994). In § 1332(c)(1), the
word “and” consistently means “in addition to” rather than “in
conjunction with.”
The first clause of the statute provides that “a corporation shall
be deemed to be a citizen of every State and foreign state by which it
has been incorporated.” 28 U.S.C. § 1332(c)(1) (emphasis added).
Everyone agrees that this clause means that a corporation is a citizen
of any American state or foreign state by which it was incorporated; it
“may be a citizen of a domestic state, a foreign state, or both.” Navy
Federal, 972 F.3d at 358. If the majority were correct about the meaning
of “and,” however, the federal diversity statute “would apply only to
entities incorporated both domestically and overseas,” which would
exclude “most corporations.” Id. (emphasis added).3
3 The majority agrees that the “and” between “State” and “foreign state”
operates disjunctively “to confer citizenship—independently—on every
corporation chartered by a State and on every corporation chartered by
foreign states, not only on a State-and-foreign-state-chartered corporation.”
Ante at 29. But it discounts the relevance of this point because the word
“every” helps to indicate “Congress’s intent to reach comprehensively.” Id.

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11
Then there is the clause conferring citizenship on insurers. The
statute provides that an insurer, “whether incorporated or
unincorporated,” is a citizen of (1) “every State and foreign state of
which the insured is a citizen,” (2) “every State and foreign state by
which the insurer has been incorporated,” “and” (3) “the State or
foreign state where the insurer has its principal place of business.”
28 U.S.C. § 1332(c)(1). The majority’s interpretation of “and” does not
work here either: An unincorporated insurer will never have a state
of incorporation, so under the reasoning of the majority it would
never have any citizenship—despite the express application of
§ 1332(c)(1) to both incorporated and unincorporated insurers. In this
way, the interpretation of the majority causes superfluity after all.
“[A] statute should be construed so that effect is given to all its
provisions, so that no part will be inoperative or superfluous, void or
insignificant.” Rubin v. Islamic Republic of Iran, 138 S. Ct. 816, 824 (2018)
(quoting Corley v. United States, 556 U.S. 303, 314 (2009)). It is possible
to avoid rendering the reference to unincorporated insurers
superfluous only by understanding “and” to mean “in addition to.”
That objection misses the point, which is that the word “and” is used
consistently throughout § 1332(c)(1) to identify independent alternatives. If
the statute deemed a corporation a citizen “of a State and a foreign state by
which it has been incorporated,” the word “and” still would indicate
alternatives. The word “every” avoids the suggestion that there will be at
most one state of incorporation. Moreover, it is incorrect that there are no
textual cues that apply to “the use of ‘and’ to join § 1332(c)(1)’s principal-
place-of-business provision to this State-of-incorporation provision.” Id.
There is the repetition of the preposition “of”: “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) (emphasis added). The repetition
indicates that these are separate and independent citizenships. See Navy
Federal, 972 F.3d at 357.

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12
The majority sidesteps the consistent usage canon by insisting
that the “canon is ‘mostly applied to terms with some heft and
distinctiveness, whose use drafters are likely to keep track of and
standardize.’” Ante at 27 (quoting Pulsifer, 144 S. Ct. at 735). And the
majority asserts that “[p]lainly, ‘and’ is not a word of heft and
distinctiveness.” Id. at 28. Given all the effort the majority devotes to
expounding the meaning of “and,” I would have expected the
majority to regard that word as especially hefty in the context of this
statute. The majority holds that the word “and” determines which
corporations may be sued in federal court and which are beyond the
reach of federal jurisdiction. That is a significant amount of heft.
If “a court can sometimes demand harmonization of ‘and’s and
‘or’s,” Pulsifer, 144 S. Ct. at 735, then surely the court would want to
do so here, where the meaning of “and” is so consequential. Instead,
the majority discounts every interpretive confirmation that the statute
means what it says. In the majority’s view, no tool of statutory
interpretation can overcome the irreducible textual ambiguity that the
majority assumes is reflected in the word “and.”
C
Following its “disregard of the rules of statutory
interpretation,” the majority embarks on “a selective tour through the
legislative history.” Food Mktg. Inst. v. Argus Leader Media, 139 S. Ct.
2356, 2364 (2019). The majority claims that the legislative history
shows that Congress intended “the State-of-incorporation and
principal-place-of-business provisions of § 1332(c)(1) to operate
conjunctively so that the latter would further limit diversity
jurisdiction in cases involving State-chartered corporations.” Ante
at 38. The majority identifies committee reports that “convincingly
indicate[]” that Congress worried about “the growth in diversity

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13
cases involving corporations.” Id. at 46. For that reason, Congress
included the two bases of corporate citizenship to “narrow the ability
for State-chartered corporations to sue or be sued in diversity
jurisdiction,” but it “made no mention in text or history of federally
chartered corporations.” Id. According to the majority, the exclusion
of federally chartered corporations from federal diversity jurisdiction
“comports … with the principal value furthered by diversity
jurisdiction, i.e., protecting ‘out-of-State citizens against the prejudice
of local courts and local juries.’” Id. at 42 (quoting S. Rep. No. 85-1830,
at 4 (1958), as reprinted in 1958 U.S.C.C.A.N. 3099, 3102).
This is not how we interpret statutes. “Even those of us who
sometimes consult legislative history will never allow it to be used to
‘muddy’ the meaning of ‘clear statutory language.’” Food Mktg. Inst.,
139 S. Ct. at 2364 (quoting Milner v. Dep’t of Navy, 562 U.S. 562, 572
(2011)). But even apart from that problem the analysis fails on its own
terms.
First, the goal of narrowing diversity jurisdiction for
corporations does not reveal how Congress understood the amended
statute to apply to federally chartered corporations. We know that
Congress intended to reduce the volume of diversity cases by
establishing two bases of corporate citizenship. See Hertz, 559 U.S. at
86-88.4 As the majority admits, however, the legislative history says
nothing about federally chartered corporations. And the particular
mischief at which the legislation was directed did not involve
4 See also S. Rep. No. 85-1830, at 5 (“[T]he Judicial Conference of the United
States has recommended that the law be amended so that a corporation
shall be regarded not only as a citizen of the State of its incorporation but
also as a citizen of the State in which it maintains its principal place of
business.”) (emphasis added).

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14
federally chartered corporations.5 Congress was not concerned with
corporate diversity suits in general. It was focused on the abusive
situation in which “a local institution, engaged in a local business and
in many cases locally owned,” could “bring its litigation into the
Federal courts simply because it has obtained a corporate charter
from another State.” S. Rep. No. 85-1830, at 4. The objective of
Congress to limit that abuse does not imply that it wanted sub silentio
to exclude federally chartered corporations from the diversity statute.
Second, “the principal value furthered by diversity
jurisdiction,” ante at 42, does not mean that § 1332(c)(1) implicitly
excludes federally chartered corporations. The Senate Report
explained that “[t]he underlying purpose of diversity of citizenship
legislation … is to provide a separate forum for out-of-State citizens
against the prejudices of local courts and local juries by making
available to them the benefits and safeguards of the Federal courts.”
S. Rep. No. 85-1830, at 4. Congress thought this purpose was
frustrated when a local corporation strategically evaded its local court
through incorporation in a second state. But when it adopted
§ 1332(c)(1), Congress did not respond to this problem by restricting
diversity jurisdiction as much as possible. “[N]o legislation pursues
its purposes at all costs. Deciding what competing values will or will
not be sacrificed to the achievement of a particular objective is the
5 See Bond v. United States, 572 U.S. 844, 860 (2014) (interpreting a statute “in
light of the context from which the statute arose”); In re Fairfield Sentry Ltd.,
147 F.4th 136, 159 n.9 (2d Cir. 2025) (“The mischief rule instructs an
interpreter to consider the problem to which the statute was addressed, and
also the way in which the statute is a remedy for that problem. The
generating problem is taken as part of the context for reading the statute.”)
(alterations omitted) (quoting Samuel L. Bray, The Mischief Rule, 109 Geo.
L.J. 967, 968 (2021)).

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15
very essence of legislative choice—and it frustrates rather than
effectuates legislative intent simplistically to assume that whatever
furthers the statute’s primary objective must be the law.” Rodriguez v.
United States, 480 U.S. 522, 525-26 (1987).
In the amendments to the diversity statute, Congress
accommodated competing policy interests. Congress considered—
and rejected—“the proposal that a corporation for the purposes of
jurisdiction be deemed a citizen of any State in which it is doing
business.” S. Rep. No. 85-1830, at 20. Congress declined to go that far
because it did not want “to deny to business corporations doing
business over a wide territory[] the sort of protection which they need
against local prejudice and the benefit of the salut[a]ry rules and
practice of the Federal courts.” Id. Congress explained that “to close
the doors of the national tribunals to organized business … would
create far more evil than it would cure.” Id. So Congress intended to
narrow diversity jurisdiction over corporations only to the extent that
doing so would limit abusive practices but would not unduly restrict
the availability of a federal forum for corporate litigation. “Many laws
are compromises, going thus far and no further in pursuit of a goal.”
Hrubec v. Nat’l R.R. Passenger Corp., 49 F.3d 1269, 1270 (7th Cir. 1995)
(Easterbrook, J.). Contrary to the conclusion of the majority, the
legislative history reflects a deliberate balancing of competing
interests rather than a single-minded mania for restricting diversity
jurisdiction over corporations at all costs.
The competing interest that Congress identified—that the
federal courts must provide a forum for corporate litigation marked
by salutary procedures and a lack of local bias—implicates federally
chartered corporations. The majority asserts that “[f]ederally
chartered corporations are presumed not to be affected by such biases
precisely because they generally ‘are not citizens of any state, but have

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16
the same relation to one state as to another.’” Ante at 42 (emphasis
added) (quoting Texas v. ICC, 258 U.S. 158, 160 (1922)). There is no
such presumption—and it would not make sense to have one. A
federally chartered corporation that has its principal place of business
in another state is as much an out-of-state party as a state-chartered
corporation from a neighboring state. To local players biased toward
in-state interests, an out-of-state business that is federally chartered
and an out-of-state business that is chartered in another state are both
out-of-state businesses. Both may be subject to local prejudice. A
federal charter does not provide “the sort of protection” that Congress
believed corporations “need against local prejudice.” S. Rep. No. 85-
1830, at 20.
Even adopting the questionable assumption that we may
sidestep the statutory text and instead advance “the principal value
furthered by diversity jurisdiction,” ante at 42, I still would conclude
that a federally chartered corporation is a citizen of the state where it
has its principal place of business.6
6 The majority acknowledges that Congress balanced competing interests
when it “limited diversity jurisdiction for State-chartered corporations less
than it might have.” Ante at 42 n.33. But it says that “it hardly follows” that
Congress “intended that same provision to expand diversity jurisdiction for
federally chartered corporations.” Id. at 41-42 n.33. The majority then
reverts to its own singular focus on the purportedly “singular focus” of
Congress to restrict diversity jurisdiction. Id. at 42 n.33. But the point is not
that Congress’s balancing of competing interests requires the conclusion that
Congress wanted to cover federally chartered corporations. It is that
Congress did not embrace a singular policy objective so clearly as to justify
a departure from the plain text of the statute. The majority must justify its
reliance on an unenacted statutory purpose to override the text that
Congress adopted. The majority claims that the plain meaning of
§ 1332(c)(1) would expand diversity jurisdiction over federally chartered
corporations in a way that Congress could not have intended. But that claim

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17
II
There is no support in the text, structure, or legislative history
for the interpretation of the majority. So the majority travels still
further afield. It claims that the “broader statutory context” of
§ 1332(c)(1)—the state of the law at the time the statute was enacted—
indicates that Congress would have wanted the two clauses to
operate conjunctively. The majority gets that wrong too.
A
The majority misunderstands the legal baseline against which
§ 1332(c)(1) was enacted. The majority posits that the decision of the
Supreme Court in Bankers’ Trust Co. v. Texas & Pacific Railway Co.,
241 U.S. 295 (1916), established that a federally chartered corporation
could not be deemed a citizen of any state for purposes of diversity
jurisdiction. See ante at 30-33. According to the majority, Bankers’ Trust
instituted a “rule generally excluding federally chartered
corporations from diversity jurisdiction.” Id. at 32. On top of that
purported rule, Congress decided in 1925 to no longer authorize
federal jurisdiction over suits involving a corporation “upon the
ground” that it was created by a federal charter. Act of Feb. 13, 1925,
Pub. L. No. 68-415, § 12, 43 Stat. 936, 941, codified as amended at
28 U.S.C. § 1349. The majority concludes that if Congress had
intended for § 1332(c)(1) to depart from the status quo ante denying
federal jurisdiction to suits involving federally chartered
corporations, Congress would have said so more expressly. Ante at
32-33.
does not justify a departure from the text either because the majority fails
to establish that Congress necessarily would have understood § 1332(c)(1)
as an expansion. See infra Part II.

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18
But that is not the full story. The legal background of
§ 1332(c)(1) included not only the general rule of Bankers’ Trust but
also the localization doctrine. Pursuant to the localization doctrine,
when the activities of a federally chartered corporation “are localized
in a particular state, a number of federal courts have deemed the
company a citizen of the state in which these activities take place for
the purpose of diversity of citizenship jurisdiction.” 13F Charles A.
Wright & Arthur R. Miller, Federal Practice & Procedure § 3627 (3d
ed. 2025).
The localization doctrine originated at least 150 years ago and
has since been recognized by federal courts across the country. One
of our predecessors explained the doctrine this way:
The members of a corporation created by the United
States, and located in a particular state, … may as
properly be presumed to be citizens of the United States
and residents in the state where the corporation is
located, so as thereby to be citizens of such state, as the
members of a corporation created by a state may be
presumed to be citizens of the United States, and
residents in the state creating it, and in which it is located,
and, therefore, citizens of such state.
Mfrs.’ Nat’l Bank v. Baack, 16 F. Cas. 671, 674 (C.C.S.D.N.Y. 1871)
(Blatchford, J.). 7 Courts came to recognize a principle of the
7 Justice Blatchford wrote this opinion when the applicable law held that a
corporation did not have its own citizenship so the citizenship of its
shareholders was controlling. The Supreme Court adopted a presumption
that all of the shareholders of a corporation were citizens of the state by
which it was incorporated. See Marshall v. Baltimore & Ohio R. Co., 57 U.S.
(16 How.) 314, 328 (1853) (“The persons who act under these faculties, and
use this corporate name, may be justly presumed to be resident in the State
which is the necessary habitat of the corporation, and where alone they can

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19
“common law to the effect that a Federal corporation localized within
one single state is a citizen of that state for jurisdictional purposes.”
Elwert v. Pac. First Fed. Sav. & Loan Ass’n, 138 F. Supp. 395, 402 (D. Or.
1956). Around the time that Congress enacted § 1332(c)(1), the Third
Circuit recognized the rule that “localization of activity within a
particular state sufficed to make a federal corporation a citizen of that
state.” Feuchtwanger Corp. v. Lake Hiawatha Fed. Credit Union, 272 F.2d
453, 455 (3d Cir. 1959).
The development of the localization doctrine provides
important context for understanding the legal baseline Congress
faced when it enacted § 1332(c)(1). The Third Circuit recounted that
development:
In early cases which involved federally chartered banks
federal courts were disposed to find two separate bases
of federal jurisdiction. First, federal question jurisdiction
was thought to attach merely because a corporation was
federally chartered. Second, a national bank was
regarded as a citizen of the place where it did business
for purposes of diversity jurisdiction. As the Supreme
Court put it in Petri v. Commercial National Bank, “suits by
or against national banks might therefore be brought or
removed upon the ground of diverse citizenship, or of
subject-matter”. However, in the 1880’s concern to
reduce the unmanageable and rapidly growing
jurisdiction of the federal courts resulted in legislation
be made subject to suit; and should be estopped in equity from averring a
different domicil as against those who are compelled to seek them there,
and can find them there and nowhere else.”). When Justice Blatchford
referred to a presumption about the state citizenship of the “members of a
corporation created by the United States,” he was describing the state
citizenship of a federally chartered corporation. See also Orange Nat’l Bank
v. Traver, 7 F. 146, 148-49 (C.C.D. Or. 1881) (endorsing the Blatchford rule).

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20
eliminating federal question jurisdiction based merely on
federal incorporation and, at the same time, making
certain that diversity jurisdiction remained possible by
expressly providing, as the courts had already held, that
such a corporation should be deemed a citizen of the
state of its location. In brief, “so far as the mere source of
its incorporation rendered suits to which a national bank
might be a party, cognizable by the federal courts, that
was taken away, but the jurisdiction which those courts
might exercise in such suits when arising between
citizens of different states remained unchanged”.
Id. (citations, footnotes, and alterations omitted). The Third Circuit
explained that the Supreme Court in Bankers’ Trust “recognized and
respected” the localization doctrine. Id. Although the Court “held that
an interstate railroad chartered by the United States was not a citizen
of any state for diversity purposes,” it was “careful to distinguish this
situation from that of a federal corporation, the activities and
operations of which were confined to a single state.” Id. (citing
Bankers’ Trust, 241 U.S. 295).
The development of the localization doctrine shows that when
Congress enacted § 1332(c)(1), it might have understood the legal
baseline already to include diversity jurisdiction over a federally
chartered corporation based on its principal place of business.
Interpreting § 1332(c)(1) to deem a federally chartered corporation to
have that citizenship does not require a showing that Congress
intended “to expand diversity jurisdiction to federally chartered
corporations.” Ante at 33. That application of § 1332(c)(1) might have

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21
been “merely a codification of the Federal common law” as it was
understood at the time. Elwert, 138 F. Supp. at 402.8
When § 1332(c)(1) was enacted in 1958, it was at least unclear
whether diversity jurisdiction excluded federally chartered
corporations. Initially, federal courts had jurisdiction over any case
involving a federally chartered corporation because the federal
charter was understood to raise a federal question.9 Congress began
to limit that principle in the 1880s, and in 1925 Congress declared that
“no district court shall have jurisdiction of any action or suit by or
against any corporation upon the ground that it was incorporated by
or under an Act of Congress.” 43 Stat. at 941. Between 1925 and 1958,
Congress adopted legislation “expressly making national banks
citizens of their state of location for jurisdictional purposes.” Elwert,
8 See also 13F Wright & Miller, supra, § 3624 (explaining that the
interpretation of § 1332(c) that makes federally chartered corporations
“citizens of their principal places of business … would codify the rule that
has been applied in some cases that certain federally chartered corporations
are citizens of the state in which their activities are localized”); see also
Feuchtwanger Corp., 272 F.2d at 456 (explaining that “the most recent
amendment of Section 1332 of Title 28, approved July, 25, 1958,” came “too
late to affect this suit which was filed October 31, 1957,” but expecting that
the diversity statute would apply to future cases involving federally
chartered corporations).
9 See Osborn v. Bank of the United States, 22 U.S (9 Wheat) 738, 823 (1824)
(“The charter of incorporation not only creates [the Bank], but gives it every
faculty which it possesses. The power to acquire rights of any description,
to transact business of any description, to make contracts of any
description, to sue on those contracts, is given and measured by its charter,
and that charter is a law of the United States.”); Bank of the United States v.
Planters’ Bank of Georgia, 22 U.S. (9 Wheat) 904, 910 (1824) (“[T]he charter
gives to the Bank a right to sue in the Circuit Courts of the United States,
without regard to citizenship.”).

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22
138 F. Supp. at 401. Courts and commentators disagreed over the
import of this legislation for other federally chartered corporations.
Some argued that “Congress intended by exclusion to deny to Federal
corporations other than national banking associations the attribute of
state citizenship for the purposes of the jurisdiction of the Federal
courts,” but others maintained that the legislation “evinced the policy
that a corporation localized in any particular state shall be regarded
as a citizen of that state … for the purpose of jurisdiction of Federal
courts on the ground of diverse citizenship.” Id. at 401-02 (quoting
Status, Citizenship, Domicil, Residence, or Location of National
Corporations, 88 A.L.R. 873, 874 (1934)). At the time that Congress
adopted § 1332(c)(1), the citizenship status of federally chartered
corporations was not as established as the majority suggests.
Given these legal developments in the period preceding the
enactment of § 1332(c)(1), it is not possible to conclude with any
confidence that either Congress or the courts in 1958 would have
understood diversity jurisdiction to exclude federally chartered
corporations. At least some authorities held that a federally chartered
corporation had state citizenship when its activities were localized
within a state. There is no reason to assume that Congress would have
considered the application of the principal-place-of-business clause to
a federally chartered corporation to expand diversity jurisdiction—let
alone that Congress would have considered it to be such a deviation
from well-established law as to require a specific provision about
federally chartered corporations.10
10 The Third Circuit observed at the time that “we are mindful that the
present direction of public policy is toward greater recognition of local
corporate activity as equivalent to citizenship for diversity purpose, albeit the

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23
The history is surely not clear enough to justify a departure
from the plain text of § 1332(c)(1). The historical evidence provides at
least as much support for the conclusion that Congress meant what it
wrote as it does for the conclusion that Congress would have wanted
an unwritten limitation on the reach of § 1332(c)(1).
B
The majority declines to exercise its “discretion” to consider
whether this legal background might affect its analysis of “Congress’s
intent.” Ante at 51. The majority thinks it significant that “the relevant
Committee Reports” it identifies “make no reference to localization”
and that “not every federally chartered corporation is so localized as
to warrant an exception from the general Bankers’ Trust rule that it is
a citizen of no State.” Id. at 51-52. That misses the point. Because the
majority finds the statute ambiguous, its interpretation of § 1332(c)(1)
follows entirely from what it believes Congress intended to do based
on the “broader statutory context.” Yet it sidesteps large chunks of
that context.
The majority says that it may ignore the localization doctrine
because Schneiderman “waived the point” in the district court. Id.
at 7 n.3, 50. But its entire discussion of § 1332(c)(1) is an exercise of the
court’s discretion to “entertain Schneiderman’s belated statutory
argument even if waived below.” Id. at 10 n.6 (emphasis added). By
deploying waiver principles to pick out particular bits of context, the
majority presents a distorted picture of the statute.
The majority’s “refusal to consider” the localization doctrine
“contrasts sharply with its willingness to take notice” of other
principal aim of legislation reflecting that policy is to restrict federal
jurisdiction.” Feuchtwanger, 272 F.2d at 456 (emphasis added).

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24
speculative possibilities about what Congress might have been
thinking. Snyder v. Phelps, 562 U.S. 443, 469 n.15 (2011) (Alito, J.,
dissenting). Its conclusion that the word “and” is too complicated to
understand contrasts even more sharply with its confidence that it can
interpret the convoluted common-law history of corporate citizenship
to arrive at a single clear purpose attributable to Congress in 1958.
“Color me skeptical.” United States v. Texas, 143 S. Ct. 1964, 1981 (2023)
(Gorsuch, J., concurring in the judgment).11
C
The majority argues that only its interpretation of § 1332(c)(1)
avoids rendering superfluous other statutes that specify the
citizenship of certain federally chartered corporations. See ante at 34-
37 (citing examples). But that is wrong.
Congress has provided, for example, that “[a]ll national
banking associations shall, for the purposes of all other actions by or
against them, be deemed citizens of the States in which they are
respectively located.” 28 U.S.C. § 1348. According to the majority, this
legislation would be unnecessary “if Congress had intended for
11 The majority notes that “the concepts of localization and principal place
of business” are not “obviously identical.” Ante at 52. But a statute that “was
intended merely as a codification of judicial precedents” may provide “a
more practical test” when precedents dealing with a range of fact patterns
are codified into a statutory standard. Graham v. John Deere Co. of Kansas
City, 383 U.S. 1, 17 (1966). The localization doctrine begins with “the
corporation’s principal place of business.” Loyola Fed. Sav. Bank v. Fickling,
58 F.3d 603, 606 (11th Cir. 1995); see also Waldron Midway Enters., Inc. v. Coast
Fed. Bank, No. 91-CV-1750, 1992 WL 81724, at *1 (E.D.N.Y. Apr. 10, 1992)
(same); Sovereign Bank v. Chicago Title Ins. Co., No. 00-CV-596, 2000 WL
1100800, at *2 (E.D. Pa. Aug. 7, 2000) (same); Elwert, 138 F. Supp. at 397
(same). That primary factor represents a more practical test for
implementing the same principle. See supra note 8.

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25
§ 1332(c)(1) to make all federally chartered corporations citizens of the
States of their principal place of business for purposes of diversity
jurisdiction.” Ante at 36.
These statutes are neither superfluous nor contrary to
§ 1332(c)(1). The statutes “simply give a fixed, specific provision
for … citizenship, which controls over the dynamic, two-pronged,
general rule in § 1332(c)(1).” Navy Federal, 972 F.3d at 360. Rather than
rely on the general rule of § 1332(c)(1) that the citizenship of a
federally chartered corporation is based on its principal place of
business, Congress specified the citizenship of some corporations. “It
is a commonplace of statutory construction that the specific governs
the general.” RadLAX Gateway Hotel, LLC v. Amalgamated Bank, 566
U.S. 639, 645 (2012) (alteration omitted) (quoting Morales v. Trans
World Airlines, Inc., 504 U.S. 374, 384 (1992)). There is no superfluity
because these specific statutes supersede § 1332(c)(1). And there is no
conflict between a specific statute and a general one. If Congress “has
enacted no such targeted legislation with respect to ACS,” ante at 36,
that means that the general rule of § 1332(c)(1) applies.
Some of the specific statutes confirm the general rule that a
federally chartered corporation is a citizen of the state where it has its
principal place of business. The statutes do not merely confer
citizenship but instead specify a principal place of business as the way
to determine citizenship. Congress provided that the Federal
National Mortgage Association “shall maintain its principal office in
the District of Columbia or the metropolitan area thereof and shall be
deemed, for purposes of jurisdiction and venue in civil actions, to be
a District of Columbia corporation.” 12 U.S.C. § 1717(a)(2)(B). The
citizenship here follows the principal place of business, but a specific
statute is nevertheless necessary to provide the wiggle room of the
“metropolitan area.” The Student Loan Marketing Association,

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meanwhile, “shall maintain its principal office in the District of
Columbia and shall be deemed, for purposes of venue and
jurisdiction in civil actions, to be a resident and citizen thereof.”
20 U.S.C. § 1087-2(b)(1). Citizenship again follows the principal place
of business, but the statute prevents the association from changing the
locus of its operations. See also 47 U.S.C. § 614(b) (Telecommunications
Development Fund); 49 U.S.C. § 24301(b) (Amtrak). These statutes
presuppose that the principal place of business generally determines
corporate citizenship.
III
Even if I agreed that § 1332(c)(1) does not apply to a federally
chartered corporation, I still would conclude that the factual
allegations show that ACS is a citizen of the District of Columbia
pursuant to the localization doctrine. 12 According to those
allegations, the “principal place of business” of ACS is the District of
Columbia: Its “major business activities” are conducted there and it
maintains no “branch offices” elsewhere. Waldron, 1992 WL 81724,
at *1-2 (identifying these factors as showing localization).
The majority refuses to apply the localization doctrine because
Schneiderman did not rely on the doctrine before the district court.
But that is again an incomplete picture. ACS first raised the objection
that it has no citizenship under the diversity statute three years into
12 Cf. Lujan v. Defs. of Wildlife, 504 U.S. 555, 561 (1992) (explaining that the
“party invoking federal jurisdiction” must establish the elements of
jurisdiction “in the same way as any other matter on which the plaintiff
bears the burden of proof, i.e., with the manner and degree of evidence
required at the successive stages of the litigation”).

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this litigation with three sentences in a third motion to dismiss. 13
Schneiderman explained in response that the federal courts have
“carved out a ‘localization exception’ to the general rule established
by Bankers[’] Trust” under which “federally chartered corporations,
whose operations were sufficiently confined to one state, could be
deemed a citizen of a single state and could sue and be sued in Federal
Court based on diversity.”14 He noted that “courts have held that
particular federal corporations are sufficiently localized even though
they conducted activities in several states.”15 And he observed that
ACS lacks the “extensive nationwide operations” of large
corporations and “has its principal place of business in Washington
D.C.” apart from chapters of the society located around the country.16
It is true that Schneiderman told the district court that he was
not arguing that diversity jurisdiction existed based on a direct
13 See Motion to Dismiss at 8, Rumain v. Am. Chem. Soc’y, No. 17-CV-2530
(E.D.N.Y. Dec. 18, 2020), ECF No. 62 (“In addition, ACS is a federally
chartered corporation. Courts have consistently held that absent unusual
circumstances, federally chartered corporations, such as ACS, are not
citizens of a single state for diversity purposes. Accordingly, for these
reasons, this Court does not have diversity jurisdiction over this action.”)
(citations omitted).
14 Memorandum of Law in Opposition to Defendant’s Motion to Dismiss
the Third Amended Complaint at 20-21, Rumain v. Am. Chem. Soc’y, No. 17-
CV-2530 (E.D.N.Y. Dec. 18, 2020), ECF No. 63 (citing Elwert, 138 F. Supp. at
400; Feuchtwanger, 272 F.2d at 455; Loyola, 58 F.3d at 606).
15 Id. at 21 (citing Sovereign Bank, 2000 WL 1100800, at *1). He also noted
that courts in this circuit have applied the localization doctrine. See id.
(citing Waldron, 1992 WL 81724, at *1).
16 Id. at 23-24; see also id. at 15 (stating that ACS has “citizenship in
Washington D.C. where its headquarters and principal place of business is
located”).

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application of the localization doctrine. Schneiderman instead argued
that there is diversity jurisdiction because a different exception—
analogous to the localization doctrine but based on the history and
nonprofit status of ACS—applied.17 While “courts normally decide
only questions presented by the parties,” United States v. Sineneng-
Smith, 140 S. Ct. 1575, 1579 (2020) (alteration omitted) (quoting United
States v. Samuels, 808 F.2d 1298, 1301 (8th Cir. 1987) (Arnold, J.,
concurring in the denial of rehearing en banc)), we are “not
hidebound by the precise arguments of counsel,” id. at 1581. We may
consider “any argument in support of [a] claim … not limited to the
precise arguments [the parties] made below.” Yee v. City of Escondido,
503 U.S. 519, 534 (1992).
An issue or a claim may be waived or forfeited, but “arguments
or reasons supporting a properly preserved issue or claim are
generally not waivable or forfeitable at all.” 18 “When an issue or
claim is properly before the court, the court is not limited to the
particular legal theories advanced by the parties, but rather retains
the independent power to identify and apply the proper construction
17 See id. at 22 (“Plaintiff is not arguing that The American Chemical Society
falls under this exception. Rather Plaintiff maintains that this historical
precedent shows that federal judges can properly take the initiative to
broaden diversity jurisdiction over federally chartered corporations in
warranted situations without specific statutory authorization from
Congress. Thus, there is an established legal principle permitting this Court
to rule in our case that this particular Congressionally Chartered
Corporation, The American Chemical Society, should be subject to its
diversity jurisdiction.”) (emphasis omitted).
18 Tyler B. Lindley, The Structure of a Federal Appeal, 79 Vand. L. Rev.
(forthcoming 2027) (manuscript at 33), https://ssrn.com/abstract=6388239.

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of governing law.” Kamen v. Kemper Fin. Servs., Inc., 500 U.S. 90, 99
(1991).
The majority conflates the issue properly presented in this
appeal—whether there is diversity jurisdiction over this dispute—
with the particular arguments of the parties. But when an issue or
claim is properly presented, we are not required to proceed “by
deciding an effectively raised claim according to a truncated body of
law.” Id. at 100 n.5. 19 I would not resolve the issue of diversity
jurisdiction by considering the diversity statute while ignoring the
localization doctrine on which the diversity statute was built.
The majority invokes the distinction between waiver and
forfeiture to suggest that we cannot consider the localization doctrine.
See ante at 48. In doing so, the majority relies on cases holding that
“[u]nder Fed. R. Crim. P. 52(b), this court has discretion to correct
errors that were forfeited because not timely raised in the district court,
but no such discretion applies when there has been true waiver.”
United States v. Spruill, 808 F.3d 585, 596 (2d Cir. 2015). That rule
follows from the premise that “[m]ere forfeiture, as opposed to
waiver, does not extinguish an ‘error’ under Rule 52(b).” United States
v. Olano, 507 U.S. 725, 733 (1993). This case involves neither Rule 52(b)
nor plain error review, so those cases do not directly apply.20
19 See also Lamar v. Micou, 114 U.S. 218, 223 (1885) (“The law of any State of
the Union, whether depending upon statutes or upon judicial opinions, is a
matter of which the courts of the United States are bound to take judicial
notice, without plea or proof.”).
20 In Genesis Healthcare Corp. v. Symczyk, the Supreme Court distinguished
the jurisdictional issues of whether the plaintiff’s individual claim was moot
and whether the plaintiff’s collective-action claims were moot. See 569 U.S.

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Nevertheless, the “waiver/forfeiture distinction matters due to
the party presentation principle” because “the Supreme Court has
recognized a distinction between waived issues and forfeited issues.”
United States v. Campbell, 26 F.4th 860, 872 (11th Cir. 2022) (citing Wood
v. Milyard, 566 U.S. 463, 470 n.4 (2012)); cf. Genesis Healthcare, 569 U.S.
at 72 (noting that “even if the cross-petition rule did not apply,
respondent’s waiver of the issue would still prevent us from reaching
it”). But as just explained, the localization doctrine is not a waived
issue that we lack discretion to consider. If it were, then the scope of
§ 1332(c)(1)—to which the majority devotes so much attention—
would also be a waived issue that the district court should not have
addressed and that the majority should not address on appeal. See
Wood, 566 U.S. at 472-73 (“It would be an abuse of discretion … for a
court to override a … deliberate waiver.”) (internal quotation marks
omitted).
Just as Schneiderman told the district court that he was not
relying on the localization doctrine, he said that he was not relying on
§ 1332(c)(1). Schneiderman said that “Plaintiff is not seeking a Court
ruling applicable to all ‘federally chartered corporations.’”21 Instead,
he argued that the district court should decide “only that diversity
jurisdiction should apply to The American Chemical Society as a
particular type of such corporation” based on “an entire line of
precedent, which empowers this Court to act in areas unaddressed
directly by Congress.”22 He expressly agreed that Congress “has not
66, 72-73 (2013). But this case involves the single issue of whether the court
has diversity jurisdiction over the plaintiff’s state-law claims.
21 Memorandum of Law in Opposition to Defendant’s Motion to Dismiss
the Third Amended Complaint, supra note 14, at 3, 16 (emphasis added).
22 Id. at 3, 19 (emphasis added).

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31
directly enacted a statute recognizing that this category of federally
chartered corporations should be subject to diversity jurisdiction, for
example, by pegging their citizenship to their ‘principal place of
business’” as it had for state-chartered corporations, and therefore the
diversity statute yields “different jurisdictional treatment of federally
chartered and state-chartered corporations.” 23 He argued that the
district court should “take the initiative to broaden diversity
jurisdiction over federally chartered corporations in warranted
situations without specific statutory authorization from Congress.” 24
Schneiderman’s memorandum in opposition to the motion to dismiss
contains an extensive discussion of the localization doctrine, but it
contains no argument that § 1332(c)(1) applies to this case—and in
fact concedes that it does not—because Schneiderman intentionally
relinquished that argument.
If Schneiderman’s purported waiver of the localization
doctrine precludes judicial consideration of whether ACS might be
localized, then it was equally “an abuse of discretion” for the district
court to “override” Schneiderman’s “deliberate waiver” of the
argument that § 1332(c)(1) applies by deciding whether the statute
applies. Wood, 566 U.S. at 472-73 (quoting Day v. McDonough, 547 U.S.
198, 202 (2006)). All that would be left to do on appeal would be to
identify the district court’s abuse of discretion. But the majority
proceeds to address the argument on the merits.
In my view, the majority’s implicit conclusion that it may
consider a waived argument that supports a preserved issue or claim
is correct, and the majority’s explicit conclusion that we may consider
23 Id. at 19, 26 (emphasis added).
24 Id. at 22 (emphasis modified).

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§ 1332(c)(1) but not the localization doctrine is wrong. We may
consider both arguments to resolve the issue of diversity jurisdiction.
I would do so. We might not have an “obligation to find and
exercise subject-matter jurisdiction on a basis not raised by the
parties.” Behrens v. JPMorgan Chase Bank, N.A., 96 F.4th 202, 207 (2d
Cir. 2024). But here we need not engage in a search for jurisdiction
because Schneiderman explained the localization doctrine to the
district court and the allegations show that the doctrine applies. Even
ACS agrees that the citizenship of a federally chartered corporation
may be determined “by applying the ‘localization’ exception.”
Appellee’s Br. 37. And the argument is closely related to the statutory
question the majority addresses.
Given the general rule that we ought to exercise the jurisdiction
we properly have, see Bethlehem Contracting Co. v. Lehrer/McGovern,
Inc., 800 F.2d 325, 327 (2d Cir. 1986), I would not make a discretionary
decision to dismiss a case on the pretense that we lack jurisdiction
when the record indicates that we have it. I would hold that
Schneiderman has plausibly alleged that ACS is a citizen of the
District of Columbia. Accordingly, there is “complete diversity of
citizenship.” Carden v. Arkoma Assocs., 494 U.S. 185, 187 (1990)
(internal quotation marks omitted) (citing Strawbridge v. Curtiss, 7 U.S.
(3 Cranch) 267 (1806)). I would remand for the district court to
determine whether the amount-in-controversy requirement is met.
* * *
In this case, “even the most formidable argument concerning
the statute’s purposes could not overcome the clarity of the statute’s
text.” King v. Burwell, 576 U.S. 473, 510 (2015) (Scalia, J., dissenting)
(alteration omitted) (quoting Kloeckner v. Solis, 568 U.S. 41, 56 n.4

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(2012)). The majority opinion has not overcome that clarity. Because I
would apply § 1332(c)(1) as it was written, I dissent.

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