                                                                                 [PUBLISH]


                 IN THE UNITED STATES COURT OF APPEALS
                                                                             FILED
                           FOR THE ELEVENTH CIRCUITU.S. COURT OF APPEALS
                             ________________________ ELEVENTH CIRCUIT
                                                                       AUGUST 5, 2010
                                    No. 08-15809                         JOHN LEY
                              ________________________                     CLERK


                      D. C. Docket No. 05-01460-CV-T-17-TGW

UNDERWRITERS AT LLOYD’S, LONDON,



                                                  Plaintiff-Counter-Defendant-Appellee,

                                           versus

CAROL OSTING-SCHWINN,
as parent and legal guardian of C.O., a minor,


                                                Defendant-Counter-Claimant-Appellant.

                              ________________________

                      Appeal from the United States District Court
                          for the Middle District of Florida
                           _________________________

                                     (August 5, 2010)

Before MARCUS and HILL, Circuit Judges, and VOORHEES,* District Judge.


       *
       Honorable Richard L. Voorhees, United States District Judge for the Western District of
North Carolina, sitting by designation.
MARCUS, Circuit Judge:

      At issue in this appeal is whether syndicates of insurance underwriters who

do business in the international insurance marketplace known as Lloyd’s of

London (“Lloyd’s”) must plead the citizenship of each of their underwriting

members to establish diversity jurisdiction pursuant to 28 U.S.C. § 1332. Faced

with a state court negligence suit against one of their policy-holders, the Lloyd’s

syndicates filed the diversity action underlying this appeal, seeking a declaratory

judgment that the lawsuit was barred by a prior settlement. Although the

syndicates disclosed only the “lead underwriter’s” citizenship, the district court

denied the defendant’s motion to dismiss for lack of subject matter jurisdiction. It

then granted summary judgment for the plaintiff Underwriters on the settlement

issue. The defendant challenges both rulings here, but the jurisdictional issue is

dispositive. A wealth of Supreme Court precedent yields the conclusion that the

Lloyd’s syndicates, as unincorporated associations, must plead the citizenship of

each of their members. Because the syndicates did not do so, they failed to

establish diversity jurisdiction. We, therefore, reverse the judgment of the district

court and remand the case for further proceedings consistent with this opinion.

                                           I.

                                          A.



                                           2
      The critical facts relevant to this appeal are drawn from the record on the

Rule 12(b)(1) motion to dismiss and the Rule 56 motion for summary judgment.

See Fed. R. Civ. P. 12(b)(1) and 56. On May 7, 2002, Carol Osting-Schwinn’s

minor son, C.O., was riding a dirt bike when it collided with an all-terrain vehicle

driven by Michael Rockhill, who was insured by a policy underwritten at Lloyd’s.

C.O. sustained serious physical injuries and his mother filed an insurance claim.

The relevant underwriting syndicates at Lloyd’s became aware of the claim in the

fall of 2004 and offered to settle it. On May 25, 2005, Osting-Schwinn’s attorneys

sent a settlement offer to the syndicates, offering to release all claims in exchange

for a check for the full policy limits and the information disclosures required by

Fla. Stat. § 627.4137. The syndicates accepted the settlement offer on May 31,

2005, sending four checks in the amount of the policy limits, along with affidavits

and a copy of the Rockhills’ policy intended to satisfy the disclosure requirements

of the Florida statute.

      After several letters between the syndicates and Osting-Schwinn’s attorneys,

however, Osting-Schwinn returned the settlement checks, claiming that the

syndicates had failed to properly disclose information about other known insurers

and to send an adequate copy of the insurance policy, all in violation of Florida

law. Osting-Schwinn then filed a negligence action on behalf of her son against



                                           3
Michael Rockhill, Jr., and Michael Rockhill, Sr., in Florida Circuit Court in July

2005. Complaint, Osting-Schwinn v. Rockhill, Case No. 05-6257 (Fla. Cir. Ct.

July 21, 2005). In response, the underwriting syndicates commenced this diversity

action in the United States District Court for the Middle District of Florida on

August 5, 2005, seeking a declaratory judgment pursuant to 28 U.S.C. § 2201 that

the parties had reached a valid settlement.1 The syndicates twice amended their

complaint to address issues of citizenship for purposes of diversity jurisdiction.

Those issues are at the heart of this appeal, but to understand them, we must detour

briefly to examine the peculiar institutional structure of Lloyd’s of London, the

underwriters and syndicates that use it to broker insurance, and the structure of

liability that it creates.

                                                 B.

       The Society of Lloyd’s, London, is not an insurance company, but rather a

       1
          Each successive complaint referred to the plaintiffs vaguely as “Underwriters at
Lloyd’s, London.” The Second Amended Complaint, for its part, drew special attention to the
identity and citizenship of the “lead underwriter,” but made no attempt to explain the lead
underwriter’s relationship to the other plaintiff underwriters -- for example, whether the lead
underwriter had some special status in the lawsuit among the amalgam of unspecified
“Underwriters.” Second Amended Complaint at 2, ¶ 2, Underwriters at Lloyd’s, London v.
Osting-Schwinn, No. 8:05-CV-1460 (M.D. Fla. Nov. 18, 2005). From the face of the complaint,
therefore, it was unclear whether the plaintiffs were (1) merely a number of separate
underwriters, each of whose citizenship would have to be examined, (2) a lead underwriter
appearing as an agent for all of the members, or as an agent for the underwriting syndicates, or
(3) the syndicates themselves. Later, however, the plaintiffs’ designated representative, Colin
Miller, testified that the phrase “Underwriters at Lloyd’s, London” referred in this instance to the
three syndicates whose members were responsible for underwriting the Rockhills’ policy. We
therefore proceed with the understanding that the plaintiffs here are indeed the syndicates.

                                                 4
British organization that provides infrastructure for the international insurance

market. Originating in Edward Lloyd’s coffee house in the late seventeenth

century, where individuals gathered to discuss insurance, the modern market

structure was formalized pursuant to the Lloyd’s Acts of 1871 and 1982. Lloyd’s

Act, 1871, 34 Vict., c. 21, pmbl.; Lloyd’s Act, 1911, 1 & 2 Geo. V, c. 62; Lloyd’s

Act, 1951, 14 & 15 Geo. VI, c. 8; Lloyd’s Act, 1982, c. 14. Lloyd’s itself does not

insure any risk. Individual underwriters, known as “Names” or “members,”

assume the risk of the insurance loss. Names can be people or corporations; they

sign up for certain percentages of various risks across several policies. Once

admitted to the Society of Lloyd’s, each Name is subject to a number of bylaws

and regulations ensuring that he or she is solvent and “that at all times there are

available sufficient funds” to pay all claims. See, e.g., Lloyd’s Act, 1982, c. 14 §

8. Critical to the diversity jurisdiction question, Names are not only British

citizens, but may be of many nationalities. Lloyd’s Act, 1982, c. 14, pmbl. (5).

      Names underwrite insurance through administrative entities called

syndicates, which cumulatively assume the risk of a particular policy. In this case,

syndicates 861, 1209, and 588 subscribe to the Rockhills’ policy. The syndicates

are not incorporated, but are generally organized by Managing Agents, which may

or may not be corporations. The Managing Agents determine the underwriting



                                           5
policy for the syndicate and accept risks on its behalf, retaining a fiduciary duty

toward the underwriting Names. As mere administrative structures, the syndicates

themselves bear no risk on the policies that they underwrite; the constituent Names

assume individual percentages of underwriting risk. The Names are not liable for

the risks that the other Names assume. Lloyd’s Act, 1982, c. 14 § 8(1). Names

purchase insurance through underwriting agents. Lloyd’s Act, 1982, c. 14 § 8(2).

      Lead underwriters, or active underwriters, serve as the public faces for

particular syndicates. In this case, the lead underwriter is Dornoch, Ltd. Second

Amended Complaint at 2, ¶ 2, Underwriters at Lloyd’s, London v. Osting-

Schwinn, No. 8:05-CV-1460 (M.D. Fla. Nov. 18, 2005). This underwriter is

usually the only Name disclosed on the policy, although the Lloyd’s Policy

Signing Office keeps records on the identity of each Name underwriting a policy.

In the event of a suit over a Lloyd’s policy, the lead underwriter is often named

specifically in the suit. See, e.g., E.R. Squibb & Sons, Inc. v. Accident & Cas. Ins.

Co., 160 F.3d 925 (2d Cir. 1998) (naming Allan Peter Dennis Haycock, lead

underwriter, in the suit); Hilton Oil Transport v. Jonas, 75 F.3d 627 (11th Cir.

1996) (naming lead underwriter T.E. Jonas in a suit over marine insurance).

      Crucially, each Name’s liability is several and not joint. Thus, the Lloyd’s

Act of 1982 provides that an “underwriting member shall be a party to a contract of



                                           6
insurance underwritten at Lloyd’s only if it is underwritten with several liability,

each underwriting member for his own part and not one for another, and if the

liability of each underwriting member is accepted solely for his own account.”

Lloyd’s Act, 1982, c. 14, § 8(1). See also Lloyd’s Act, 1871, c. 14 § 40 (“Nothing

in this Act shall confer limited liability on the members of the Society, or in any

manner restrict the liability of any member thereof in respect of his individual

undertakings, or make any member of the Society as such responsible in any

manner for any of the undertakings, debts, or liabilities of any other member of the

Society as such, or affect or interfere with or empower the Society or the

Committee to interfere with any business whatever other than the business of

insurance carried on by any member of the Society.”). Through contractual

agreement, the other Names that are members of the underwriting syndicates on

the policy remain liable for their proportional share of any adverse judgments. As

is typical, the Rockhills’ contract has a provision explaining that “in any suit

instituted against any one of them upon this contract, Underwriters will abide by

the final decision of such Court or of any Appellate Court in the event of an

appeal.” Thus, the legal relationship between the Names and the insured is a

vertical one: it is the individual Names, not the syndicate, who are directly liable in

the event of loss, as if each Name had a contract with the insured.



                                           7
                                          C.

      The Lloyd’s syndicates’ first complaint in this case asserted that “[t]his is an

action based upon diversity of citizenship brought by Underwriters against Carol

Osting-Schwinn for specific performance of a contract . . . .” Complaint at 1,

Underwriters at Lloyd’s, London v. Osting-Schwinn, No. 8:05-CV-1460 (M.D.

Fla. Aug. 5, 2005). The initial complaint did not include any information about the

plaintiffs’ citizenship. The first amended complaint again claimed diversity

jurisdiction, but this time included the following information identifying the

plaintiff: “Underwriters subscribe to policy number UT01AS83, issued under

Certificate number LLMH00447, the named insured of which is Rockhill.

Underwriters are citizens of the United Kingdom.” Amended Complaint at 2,

Underwriters at Lloyd’s, London v. Osting-Schwinn, No. 8:05-CV-1460 (M.D.

Fla. Oct. 18, 2005). Finally, the second amended complaint added information

about the lead underwriter’s citizenship: “The lead underwriter, Dornoch Ltd., is a

company incorporated under the laws of the United Kingdom and having its

principal place of business at 70 Gracechurch Street in London, England.” Second

Amended Complaint at 2, Underwriters at Lloyd’s, London v. Osting-Schwinn,

No. 8:05-CV-1460 (M.D. Fla. Nov. 18, 2005).

      Osting-Schwinn then moved, pursuant to Fed. R. Civ. P. 12(b)(1), to dismiss



                                          8
the case for lack of subject matter jurisdiction, based on the syndicates’ failure to

plead the citizenship of each underwriting Name. The district court denied the

motion, relying on Certain Interested Underwriters at Lloyd’s, London, England v.

Layne, 26 F.3d 39, 42 (6th Cir. 1994), for the proposition that the lead underwriter,

as an “agent[] for [an] undisclosed principal[],” is the “real party to the

controversy” and, therefore, can establish diversity jurisdiction on the basis of its

citizenship alone. Underwriters at Lloyd’s, London v. Osting-Schwinn, No.

8:05-CV-1460-17TGW, 2006 WL 947815 at *2 (M.D. Fla. Apr. 12, 2006). The

district court described Lloyd’s as consisting of “over 400 separate syndicates and

over 30,000 members,” and reasoned that disclosing the citizenship of “all

underwriters at Lloyd’s” would be “unwieldy.” Id. The district court also

observed that, given the Lloyd’s policy against disclosing the Names’ identities,

disclosure would prevent Lloyd’s from vindicating its rights in federal court.2 Id.

Finally, the district court noted that “federal and state courts have allowed



       2
          Although Lloyd’s of London is not an insurer but an organization that effectively
facilitates an insurance market, some courts and commentators occasionally have used the term
“Lloyd’s” as shorthand for the underwriters, who frequently appear in court either through their
respective syndicates or through the lead underwriter representing the syndicates’ members.
This shorthand contributes to the confusion that already abounds in the area, since Lloyd’s,
which has its own distinct identity and legal status as a British market facilitator, is generally not
a party to insurance proceedings such as the one in this case. That is, Lloyd’s does not seek in an
action such as this one to “vindicate its rights” in federal court. Rather, it is the underwriters
who trade on the Lloyd’s market, and who appear in court in the form of syndicates, that seek to
do so.

                                                  9
numerous cases to proceed in which Underwriters at Lloyd’s, London was a party,”

and that the Florida legislature had “acknowledged Lloyd’s importance in

commerce by declaring them a person under the Florida Insurance Code § 624.04.”

Id.

      Thereafter, on September 30, 2008, the district court granted the

underwriting syndicates’ motion for summary judgment, holding that they and

Osting-Schwinn had formed an enforceable out-of-court settlement, directing the

Underwriters to disburse $101,658 to settle the claim, and directing Osting-

Schwinn to execute a General Release of All Claims. Underwriters at Lloyd’s,

London v. Osting-Schwinn, No. 8:05-CV-1460-17TGW, 2008 WL 4459016 at *4

(M.D. Fla. Sept. 30, 2008).

                                         II.

      We review de novo a district court’s denial of a Rule 12(b)(1) motion to

dismiss for lack of subject matter jurisdiction. Sinaltrainal v. Coca-Cola Co., 578

F.3d 1252, 1260 (11th Cir. 2009). In this case, we review de novo whether the

district court properly interpreted and applied the provisions of 28 U.S.C. § 1332 in

determining whether the underwriters at Lloyd’s established diversity jurisdiction.

See Amos v. Glynn County Bd. of Tax Assessors, 347 F.3d 1249, 1255 (11th Cir.

2003). We review the district court’s jurisdictional fact-findings, however, for



                                         10
clear error. Id. The clearly erroneous standard is “highly deferential” and requires

that we uphold the district court’s factual determinations so long as they are

“plausible in light of the record viewed in its entirety.” Carmichael v. Kellogg,

Brown & Root Servs., Inc., 572 F.3d 1271, 1280 (11th Cir. 2009) (internal

citations and quotation marks removed).

       For federal diversity jurisdiction to attach, all parties must be completely

diverse, Strawbridge v. Curtiss, 7 U.S. (3 Cranch) 267, 267 (1806); Palmer v.

Hosp. Auth. of Randolph County, 22 F.3d 1559, 1564 (11th Cir. 1994); Tardan v.

Cal. Oil Co., 323 F.2d 717, 721-22 (5th Cir. 1963),3 and the amount in controversy

must exceed $75,000, 28 U.S.C. § 1332(a).4 The party commencing suit in federal

court -- in this case, the underwriting syndicates at Lloyd’s -- has the burden of

establishing, by a preponderance of the evidence, facts supporting the existence of

federal jurisdiction. See Fed. R. Civ. P. 8(a)(1); McCormick v. Aderholt, 293 F.3d



       3
         In Bonner v. City of Prichard, 661 F.2d 1206, 1209 (11th Cir. 1981) (en banc), we
adopted as binding precedent the decisions of the former Fifth Circuit rendered before the close
of business on September 30, 1981.
       4
           28 U.S.C. § 1332 provides, in relevant part, that,

       (a) The district courts shall have original jurisdiction of all civil actions where the
       matter in controversy exceeds the sum or value of $75,000, exclusive of interest
       and costs, and is between--
        ...
       (2) citizens of a State and citizens or subjects of a foreign state;
       (3) citizens of different States and in which citizens or subjects of a foreign state
       are additional parties . . . .

                                                  11
1254, 1257 (11th Cir. 2002).

      This appeal turns principally on the citizenship requirement. The

underwriting syndicates at Lloyd’s have for some years assumed that they are

permitted to sue and be sued in federal court without disclosing the citizenship of

their member Names, and they have had some success in this. We, nevertheless,

must determine whether that practice comports with federal law governing

diversity jurisdiction. As courts of limited jurisdiction, we are obliged to

“scrupulously confine [our] own jurisdiction to the precise limits which the statute

has defined.” Healy v. Ratta, 292 U.S. 263, 270 (1934). We turn, then, to the

central issue of whether the Lloyd’s syndicates in this case could properly invoke

the district court’s diversity jurisdiction without pleading the citizenship of each of

their member Names.

      For well over a century, federal law has drawn a sharp distinction between

corporations and virtually every other form of association for purposes of

determining diversity of citizenship. On the one hand, corporations are considered

legal persons whose citizenship does not depend on that of their shareholders, a

rule that extends back at least to the case of Louisville, Cincinnati, and Charleston

Railroad Co. v. Letson, 43 U.S. (2 How.) 497, 557-58 (1844). See also

MacGinnitie v. Hobbs Group, LLC, 420 F.3d 1234, 1239 (11th Cir. 2005). On the



                                           12
other hand, unincorporated associations do not themselves have any citizenship,

but instead must prove the citizenship of each of their members to meet the

jurisdictional requirements of 28 U.S.C. § 1332. Furthermore, no matter the

particular features of an unincorporated entity, it has long been “[t]he tradition of

the common law . . . to treat as legal persons only incorporated groups and to

assimilate all others to partnerships,” which must plead the citizenship of each

member. Puerto Rico v. Russell & Co., 288 U.S. 476, 480 (1933).

      The Supreme Court reaffirmed this categorical approach in Carden v.

Arkoma Associates, 494 U.S. 185 (1990), a diversity suit brought by an Arizona

limited partnership against two Louisiana citizens. Id. at 186. The defendants

claimed that one of the plaintiff’s limited partners was a citizen of Louisiana, and

therefore that complete diversity was lacking. Id. The plaintiff countered that the

citizenship of its limited partners was irrelevant for diversity purposes, under two

separate theories. The partnership first argued that a limited partnership, like a

corporation, should be considered a citizen of the state that created it. Second, and

more narrowly, the partnership said that federal courts should look only to the

general partners rather than the limited partners for diversity purposes, since the

general partners have exclusive managerial control over partnership operations. Id.

at 191, 192 (citation omitted). The Supreme Court was unpersuaded by either



                                           13
argument; responding to both, it squarely

      reject[ed] the contention that to determine, for diversity purposes, the
      citizenship of an artificial entity [other than a corporation], the court
      may consult the citizenship of less than all of the entity’s members.
      We adhere to our oft-repeated rule that diversity jurisdiction in a suit
      by or against the entity depends on the citizenship of all the members.

Id. at 195-96 (citations and quotation marks omitted).

      In support of its holding, the Court reviewed a long line of cases establishing

the principle upon which it relied. See id. at 189-92. Thus, as early as its decision

in Chapman v. Barney, 129 U.S. 677 (1889), the Court refused to extend the

special treatment of corporations to other artificial entities. In Chapman, an

unincorporated joint stock company sued as “a citizen of the state of New York,”

noting that it was “organized” under New York law. Id. at 679. The Supreme

Court summarily rejected these allegations of diversity, holding that a joint stock

company “cannot be a citizen of New York, within the meaning of the statutes

regulating jurisdiction, unless it be a corporation.” Id. at 682. A joint stock

company, as the Court stated quite plainly, is “a mere partnership.” Id.

      Eleven years later, in Great Southern Fire Proof Hotel Co. v. Jones, 177 U.S.

449 (1900), the Court confronted a diversity suit filed by a Pennsylvania limited

partnership that claimed it was a citizen of Pennsylvania. The partnership noted

that it was organized under the laws of Pennsylvania, was entitled under



                                          14
Pennsylvania law to sue and be sued in the name of the partnership, and was

considered in Pennsylvania to be a “quasi corporation,” with many of the features

of a corporation. Id. at 454-57. The Supreme Court, however, still found

Chapman to be “decisive,” id. at 454, and held that none of the partnership’s

characteristics was “sufficient . . . for regarding it as a corporation within the

jurisdictional rule” of Letson and its progeny. Id. at 457. “That rule,” the Court

said emphatically, “must not be extended.” Id.

      Finally, in United Steelworkers of America, AFL-CIO v. R. H. Bouligny,

Inc., 382 U.S. 145, 149-51 (1965), the Court addressed whether a national labor

union could be treated as a citizen of the state where it had its principal place of

business. The district court could “[d]ivin[e] no common sense reason for treating

an unincorporated national labor union differently from a corporation,” id. at 146

(quotation marks omitted), and the Supreme Court, too, found “considerable merit”

in the growing chorus of dissatisfaction with the Chapman approach:

      The distinction between the ‘personality’ and ‘citizenship’ of
      corporations and that of labor unions and other unincorporated
      associations, it is increasingly argued, has become artificial and
      unreal. The mere fact that a corporation is endowed with a birth
      certificate is, they say, of no consequence. In truth and in fact, they
      point out, many voluntary associations and labor unions are
      indistinguishable from corporations in terms of the reality of function
      and structure, and to say that the latter are juridical persons and
      ‘citizens’ and the former are not is to base a distinction upon an
      inadequate and irrelevant difference.

                                           15
Id. at 149-50. Nevertheless, the Supreme Court characterized the decision of how

to treat unincorporated associations as primarily legislative in nature. Id. at 147-

53. Noting the high degree of arbitrary line-drawing that would follow if the

judiciary were left to determine which among the many artificial creatures of state

law were sufficiently like a corporation to be treated as such for diversity purposes,

id. at 152, the Court held steady on the course set by Chapman.

       Adhering firmly to these precedents, the Court in Carden provided “a

general rule: every association of a common-law jurisdiction other than a

corporation is to be treated like a partnership.” Indiana Gas Co. v. Home Ins. Co.,

141 F.3d 314, 317 (7th Cir. 1998) (emphasis in original) (citing Carden, 494 U.S.

at 190). That rule applies without regard to the corporation-like features or other

business realities of the artificial entity. Bouligny, 382 U.S. at 149-51.5 A federal

       5
          The plaintiff partnership in Carden urged the Supreme Court to recognize an exception
to the age-old rule concerning unincorporated associations, based on the Court’s decision in
Navarro Savings Association v. Lee, 446 U.S. 458 (1980). In that case, the plaintiffs were eight
individual trustees of a business trust, suing in their own names. The defendant claimed that the
trust beneficiaries, rather than the trustees, were the real parties to the controversy, and that the
beneficiaries’ citizenship should control. Id. at 461-62. As the Court later explained in Carden,
however, the Navarro case “did not involve the question whether a party that is an artificial
entity other than a corporation can be considered a ‘citizen’ of a State, but the quite separate
question whether parties that were undoubted ‘citizens’ (viz., natural persons) were the real
parties to the controversy.” Carden, 494 U.S. at 191. In essence, therefore, Navarro “has
nothing to do with the Chapman question.” Id. at 191-92.
        The only real exception to the Carden rule can be found in Puerto Rico v. Russell & Co.,
288 U.S. 476, 480-82 (1933), where the Supreme Court held that Russell & Co., a “sociedad en
comandita” formed under Puerto Rican civil law, could be treated as a citizen of Puerto Rico to
establish federal diversity jurisdiction. Some years later, however, in reaffirming the “doctrinal

                                                 16
court, therefore, may not avoid the Carden rule simply by characterizing one

member of an unincorporated association as the only “‘real party’ to the

controversy,” an approach advocated by the dissent in Carden, 494 U.S. at 200

(O’Connor, J., dissenting), and explicitly rejected by the majority. Id. at 188 n.1,

195 (majority opinion).

       The Supreme Court acknowledged the formal nature of the rule it endorsed

in Carden, but echoed its earlier assessment in Bouligny that the issue of how to

treat associations under § 1332 was primarily a legislative one: “[H]aving entered

the field of diversity policy with regard to artificial entities once (and forcefully) in

Letson, we have left further adjustments to be made by Congress.” Id. at 196

(citing Bouligny, 382 U.S. at 147). Moreover, whatever the strength of its

substantive rationale, the Carden rule avoids the potentially serious “difficulty of

creating and applying a workable standard to determine which unincorporated

associations possess sufficient ‘entity’ characteristics to be treated as corporations

for diversity purposes.” 13F Charles Alan Wright, Arthur R. Miller & Edward H.


wall” between incorporated and unincorporated entities, the Supreme Court itself
       explained Russell as a case resolving the distinctive problem of fitting an exotic
       creation of the civil law into a federal scheme which knew it not. There could be
       no doubt that at least common-law entities (and likely all entities beyond the
       Puerto Rican sociedad en comandita) would be treated for purposes of the
       diversity statute pursuant to what Russell called the tradition of the common law,
       which is to treat as legal persons only incorporated groups and to assimilate all
       others to partnerships.
Carden, 494 U.S. at 190 (quotation marks, citations, and alterations omitted).

                                               17
Cooper, Federal Practice and Procedure § 3630 (3d ed. 2009). In other words, the

Carden rule has the distinct advantages of all bright-line rules: predictability and

ease of application.

      In this case, the Carden rule clearly and neatly answers the jurisdictional

question we face. The Lloyd’s syndicates who are the plaintiffs in this case,

classed as “Underwriters,” fall squarely within the class of unincorporated

associations for which the pleading of every member’s citizenship is essential to

establishing diversity jurisdiction. Syndicates in the Lloyd’s market have no

independent legal identities, but are merely “creature[s] of administrative

convenience,” Corfield v. Dallas Glen Hills LP, 355 F.3d 853, 858 (5th Cir. 2003):

they operate as an aggregation of individual members with individual contracts and

obligations running to the insured. They are organized by a Managing Agent and

the lead underwriter, but the Managing Agent is merely a fiduciary with no

financial stake, and the lead underwriter, despite typically having a greater

financial stake and some managerial responsibility, is ultimately just one among

the syndicate’s multiple underwriters, all of whom are severally liable to the policy

holder for their respective share of the risk. Both legally and structurally, the

Lloyd’s syndicates are classic examples of unincorporated associations; they are

“bod[ies] of persons acting together, without a charter, but upon the methods and



                                           18
forms used by corporations, for the prosecution of some common enterprise.”

Penrod Drilling Co. v. Johnson, 414 F.2d 1217, 1222 (5th Cir. 1969) (citation and

quotation marks omitted). See also Prewitt Enters., Inc. v. Org. of Petroleum

Exporting Countries, 353 F.3d 916, 921 n.6 (11th Cir. 2003). Thus, whatever the

syndicates’ peculiar characteristics, Carden unambiguously requires that they plead

the citizenship of each of their member Names.

      In holding that syndicates of Lloyd’s underwriters must plead the citizenship

of each of their members, we join two of our sister circuits. Faced with the same

question we face here, the Seventh Circuit concluded as follows:

      An underwriting syndicate at Lloyd’s has the personal-liability
      characteristics of a general partnership and the management structure
      of a limited partnership. It is not incorporated and does not have the
      structure of a trust . . . [T]he names are natural persons and sole
      traders, subscribing to policies of insurance each for his or her own
      part and not one for the other. They are members of various
      syndicates. General partnerships, limited partnerships, joint stock
      companies, and unincorporated membership associations all are
      treated as citizens of every state of which any partner or member is a
      citizen.    It follows that the underwriting syndicates have the
      citizenships of every name.

Indiana Gas Co., 141 F.3d at 317 (citing Carden, Bouligny, and Chapman)

(internal citations and quotation marks omitted). The Seventh Circuit also rejected

the claim that the lead underwriter was analogous to a trustee, and therefore the

appropriate party from which to determine jurisdiction: as the court explained, the



                                          19
underwriters “do not own [the syndicate’s] wealth or exercise over it any dominion

other than the power to underwrite risks.” Id. at 318 (citing Navarro, 446 U.S. at

465). The Second Circuit has reached a similar conclusion. See E.R. Squibb, 160

F.3d at 931.6

       Only one circuit has reached the opposite conclusion. In Certain Interested

Underwriters at Lloyd’s, London, England v. Layne, the Sixth Circuit held that

lead underwriters suing in a representative capacity could establish diversity

jurisdiction based on their own citizenship because they were the real parties in

interest in the insurance dispute. 26 F.3d 39, 43-44 (6th Cir. 1994). The Sixth

Circuit identified the lead underwriters as the real parties in interest because they

were “liable on the contract. They actually wrote the insurance, processed the

claim, and are authorized to sue on the policy.” Id. at 43 (quotation marks

omitted).

       6
          The Second Circuit employed a different analysis, endorsing much of the reasoning in
Indiana Gas, but framing the question as whether a lead underwriter could sue as an agent for the
other underwriters, whose citizenship remained undisclosed. With the question so framed, the
Second Circuit largely avoided discussion of Carden and the rules concerning the treatment of
unincorporated associations. Rather, the court held that the lead underwriter, as a representative,
failed to come within an exception to the “general rule . . . that federal courts must look to the
individuals being represented rather than their collective representative to determine whether
diversity of citizenship exists.” E.R. Squibb, 160 F.3d at 931-34 (noting that citizenship of
represented individuals can be ignored in favor of representative’s citizenship only in the case of
corporations, trusts represented by a trustee, and class action members represented by a class
representative). Analytically, the Second Circuit’s approach is very similar to the one we take in
this case. The distinction is that here, the plaintiffs are the unincorporated syndicates
themselves, so that Carden provides the applicable doctrinal rule.


                                                20
       Even if we agreed with the Sixth Circuit that the lead underwriters are

somehow more the real parties in interest than the Names they represent -- a flawed

premise, as we see it, since each underwriter is directly liable for his proportionate

share of the risk, and only for that share -- we would still reject the Sixth Circuit’s

approach because it relies on an incorrect reading and application of Carden.

Principally, the Layne decision rested on the argument contained in the dissent in

Carden that identifying the “real party in interest” is sufficient to determine

citizenship. Indeed, in explaining that the diversity question “is generally

answered by application of the ‘real party to the controversy’ test,” id. at 42, the

Layne court cited a footnote in Carden in which the majority rejected the

application of the real-party-in-interest test to artificial entities. The cited footnote

criticized the dissent’s approach, noting that the “dissent fails to cite a single case

in which the citizenship of an artificial entity, the issue before us today, has been

decided by application of the ‘real party to the controversy’ test that it describes.”

Carden, 494 U.S. at 188 n.1. The Sixth Circuit, for its part, offered little

explanation of how the “real party in interest” test could properly be used to

circumvent the rule in Carden in a case such as this one. Cf. 13F Charles Alan

Wright, Arthur R. Miller & Edward H. Cooper, Federal Practice and Procedure §

3630.1 (3d ed. 2009) (“The majority view, articulated in the Seventh Circuit’s



                                            21
Indiana Gas decision[,] appears more consistent [than does Layne] with the general

rule, re-articulated in Carden, that the citizenship of each member of an

unincorporated association . . . must be considered in determining whether

diversity of citizenship exists.”).

       We note that in taking jurisdiction in this case, the district court relied

primarily on Layne. But we remain unpersuaded by the district court’s approach

for the same reasons we reject the approach taken in Layne. The district court did

make three additional observations in support of its conclusion, but we cannot

agree with them either. First, the district court said that “alleg[ing] complete

diversity would . . . be an unwieldy burden” and would shut Lloyd’s out of federal

court because Lloyd’s would be required to disclose the identity and citizenship of

every Name on the Lloyd’s market. Underwriters at Lloyd’s London v. Osting-

Schwinn, 2006 WL 947815, at *2 (M.D. Fla. Apr. 12, 2006). The rule of Carden,

however, is “technical, precedent-bound, and unresponsive to policy considerations

raised by the changing realities of business organization,” and does not admit of

exceptions based on convenience or practicality. Carden, 494 U.S. at 196. And,

even if legally relevant to the jurisdictional inquiry, the “unwieldiness” principle is

based on a clearly erroneous finding of fact: each syndicate comprises only those

Names that subscribe to a particular policy, and who are liable on that policy; it is



                                            22
therefore only those subscribing Names that would have to be disclosed, not, as the

district court assumed, all of the approximately 30,000 Names in the Lloyd’s

market.

      Second, the district court observed that the lead underwriters are “liable for

the entire amount [of an insurance policy] as a matter of law.” Underwriters at

Lloyd’s, 2006 WL 947815, at *2. Again, however, even if legally relevant, this

determination is wrong, because the lead underwriters are only severally liable,

like the other Names, for their proportional amount of loss. See Lloyd’s Act, 1982,

c. 14, § 8(1). See also Corfield, 355 F.3d at 858-59; Squibb, 160 F.3d at 928-29.

      Finally, the district court noted that Florida law has “declar[ed] [Lloyd’s] a

person under the Florida Insurance Code § 624.04,” which the district court

considered a “recognition of Lloyd’s ability to bring suit.” Underwriters at

Lloyd’s, 2006 WL 947815, at *2. This reasoning is perplexing. As an initial

matter, it is the underwriters, not Lloyd’s, who are the parties to this lawsuit.

Lloyd’s of London is not suing anyone in this insurance dispute, nor can we

imagine why it should do so. Second, the district court’s reasoning is squarely

foreclosed by our case law and that of the Supreme Court. “[A]n association has

no legal existence as an entity separate from its members[,] . . . [and] is not a jural

person for purposes of diversity jurisdiction, even when it has the capacity to sue



                                           23
or be sued in the association name” under state law. Calagaz v. Calhoon, 309 F.2d

248, 251-52 (5th Cir. 1962) (emphasis added). See also Great Southern, 177 U.S.

at 454-57 (holding that a limited partnership association that was given the ability

to sue and be sued in its own name under state law was not a citizen of that state

for diversity purposes). Indeed, § 624.04 of the Florida Statutes also defines a

“partnership” as a “person,” but no one could reasonably contend that to determine

a partnership’s citizenship “for diversity purposes, . . . [a] court may consult the

citizenship of less than all of the entity’s members.” Carden, 494 U.S. at 195

(rejecting precisely that contention). In other words, associations may enjoy any

number of peculiar rights under state law, but in determining diversity jurisdiction,

“[t]he dead hand of the common law still holds unincorporated associations in its

grip.” Calagaz, 309 F.2d at 251.

      Although we conclude that a Lloyd’s syndicate must plead the citizenship of

each Name to establish diversity jurisdiction, we address one final possibility by

which jurisdiction might be salvaged here. Several circuits have held that because

of the Names’ several liability, an individual Name that meets the amount in

controversy requirement may proceed in his individual capacity. See Corfield, 355

F.3d at 864; Chem. Leaman Tank Lines, Inc. v. Aetna Cas. & Sur. Co., 177 F.3d

210, 222-23 (3d Cir. 1999); E.R. Squibb, 160 F.3d at 939-40. As an initial matter,



                                           24
we are inclined to agree with this approach.

      Several liability is fundamental to the Lloyd’s structure and, as we’ve noted,

is expressly provided for by statute; both the Lloyd’s Act of 1871 and the Lloyd’s

Act of 1982 underscore that each Name is liable solely for his own proportional

risk on a Lloyd’s contract: “An underwriting member shall be a party to a contract

of insurance underwritten at Lloyd’s only if it is underwritten with several liability,

each underwriting member for his own part and not one for another, and if the

liability of each underwriting member is accepted solely for his own account.”

Lloyd’s Act, 1982, c. 14, § 8(1). See also Lloyd’s Act, 1871, c. 12 § 40.

Accordingly, each underwriter has an independent stake in the insurance contract

that stands apart from the liabilities of the other underwriters of the contract. For

that reason, if an individual underwriter, proceeding in his individual capacity,

satisfied the amount in controversy requirement, another underwriter’s citizenship

would not seem to be determinative, regardless of the practical effects that a

judgment for or against that underwriter might have on other underwriters

subscribing to the same policy. See, e.g., Squibb, 160 F.3d at 937; Chem.

Leaman, 177 F.3d at 222-23.

      We, nevertheless, need not decide how to treat an underwriter proceeding on

his own behalf, because even if Dornoch Ltd. intended to sue in an individual



                                           25
capacity, it has not made that intention clear, and therefore has not carried its

burden of establishing subject matter jurisdiction. See McCormick, 293 F.3d at

1257. In fact, the operative complaint seems to suggest just the opposite -- that

Dornoch was proceeding in a representative capacity:

      Nature of the Action
      1. This is an action based upon diversity of citizenship brought by
      Underwriters against Carol Osting-Schwinn for specific performance
      of a contract to settle a liability claim set forth by the Defendant
      against Michael Rockhill, Sr. (“Rockhill”), the holder of a policy of
      liability insurance issued by Underwriters.

      Parties
      2. Underwriters subscribe to policy number UT01AS83, issued under
      Certificate number LLMH00447, the named insured of which is
      Rockhill. The lead underwriter, Dornoch Ltd., is a company
      incorporated under the law of the United Kingdom and having its
      principal place of business at 70 Gracechurch Street in London,
      England.

The first sentence in the quotation identifies the plaintiffs as “Underwriters,” in the

aggregate, and then refers to Dornoch as the “lead underwriter,” at least suggesting

that Dornoch is representing the other unidentified underwriters. All we can say,

however, is that the pleading is wholly ambiguous as to the role of Dornoch, and

thus cannot establish diversity on the basis of Dornoch’s individual citizenship.

      Ultimately, “a remand [is] clearly . . . required in this suit as currently

constituted, since the record does not disclose the identity, let alone the citizenship,

of the Names involved in the case. And without knowledge of that citizenship, it

                                           26
[is] impossible to say that complete diversity exists.” E.R. Squibb, 160 F.3d at

930. Although Dornoch’s citizenship has been revealed, until the other Names’

citizenship has been shown -- or, perhaps, until the complaint is amended to state

that Dornoch is proceeding in its individual capacity -- the district court could not

properly find, by a preponderance of the evidence or otherwise, that the parties are

completely diverse. “[O]nce a federal court determines that it is without subject

matter jurisdiction, the court is powerless to continue.” Univ. of S. Ala. v. Am.

Tobacco Co., 168 F.3d 405, 410 (11th Cir. 1999).7

                                              III.

       In short, the district court should not have continued past the jurisdictional

threshold in this matter. Accordingly, we reverse the judgment of the district court,

vacate the summary judgment order it entered in favor of the Underwriters, and

remand the case for further proceedings consistent with this opinion. On remand,

the district court should afford the Underwriters a further opportunity to revise

their complaint to establish complete diversity of citizenship. The district court

should also consider whether, under the revised complaint, the Underwriters have


       7
        Osting-Schwinn has also argued that the Underwriters cannot meet the amount-in-
controversy requirement of 28 U.S.C. § 1332(a), but we cannot address that argument here,
because we do not know the exact composition of the syndicates or how much risk any one
Name has assumed. Furthermore, inasmuch as jurisdiction has not been established, we lack the
power to decide whether the parties in this case reached a valid settlement agreement that would
preclude Osting-Schwinn’s claims.

                                               27
met the amount in controversy requirements under 28 U.S.C. § 1332(a).8

       REVERSED IN PART, VACATED IN PART, AND REMANDED.




       8
         See, e.g., Morrison v. Allstate Indem. Co., 228 F.3d 1255, 1262 (11th Cir. 2000)
(“Generally, if no single plaintiff’s claim satisfies the requisite amount in controversy, there can be
no diversity jurisdiction. However, there are situations in which multiple plaintiffs have a unified,
indivisible interest in some common fund that is the object of litigation, permitting them to add
together, or ‘aggregate,’ their individual stakes to reach the amount in controversy threshold.”)
(citing Zahn v. Int’l Paper Co., 414 U.S. 291, 295 (1973)).

                                                  28
HILL, Circuit Judge, concurring:

      We are bound, of course, by the holdings of the Supreme Court. See, e.g.,

Carden v. Arkoma Associates, 494 U.S. 185 (1990); United Steelworkers of

America, AFL-CIO v. R. H. Bouligny, Inc., 382 U.S. 145, 149-51 (1965); Chapman

v. Barney, 129 U.S. 677 (1889). I cannot yield to the temptation to find this case

not controlled by earlier Supreme Court precedent.

      I concur.




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