          Case: 15-15263   Date Filed: 05/27/2016   Page: 1 of 8


                                                     [DO NOT PUBLISH]

           IN THE UNITED STATES COURT OF APPEALS

                   FOR THE ELEVENTH CIRCUIT
                     ________________________

                           No. 15-15263
                       Non-Argument Calendar
                     ________________________

                 D.C. Docket No. 9:15-cv-80088-KLR

ANNON CONSULTING, INC.,

                                             Plaintiff - Appellee,

versus

BIONITROGEN HOLDINGS CORP.,
BIO-SNG TECHNOLOGIES INTERNATIONAL CORP.,
BIONITROGEN FLORIDA HOLDINGS, LLC,
BIONITROGEN PLANT FL HENDRY LLC,
4A TECHNOLOGIES, LLC,

                                             Defendants - Appellants,

BIONITROGEN BIOMASS SOURCING, LLC, et al.,

                                             Defendants.

                     ________________________

              Appeal from the United States District Court
                  for the Southern District of Florida
                    ________________________

                            (May 27, 2016)
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Before WILSON, ROSENBAUM, and EDMONDSON, Circuit Judges.



PER CURIAM:



      Defendants appeal (1) the district court’s denial of Defendants’ motion to set

aside the clerk’s entries of default and (2) the district court’s entry of default

judgment against Defendants in favor of Annon Consulting, Inc. No reversible

error has been shown; we affirm.

      Briefly stated, Annon loaned $845,000 to Defendant BioNitrogen Holdings

Corp. (“BioNitrogen”), pursuant to a written loan agreement. The loan was

guaranteed by Defendants Bio-SNG Technologies International Corp.,

BioNitrogen Florida Holdings, LLC, BioNitrogen Plant FL Hendry, LLC,

BioNitrogen Plant FL Hardee, LLC, BioNitrogen Biomass Sourcing, LLC, and B

Group, LLC, and secured in part by Bio-SNG’s pledged securities in Defendant 4A

Technologies, LLC. BioNitrogen failed to repay the loan.

      On 26 January 2015, Annon filed suit against Defendants, seeking to enforce

the terms of the loan. After proper service, Defendants failed to respond to the

complaint. The clerk of the court then entered default on 24 February (against all

Defendants except 4A Technologies) and on 19 March (against 4A Technologies).




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       On 8 May 2015, Defendants filed a motion (which they later amended) to set

aside the clerk’s entries of default. The district court denied Defendants’ motion

and later entered final default judgment against Defendants in excess of

$1,188,000. This appeal followed.



                                           I.



       We first address Defendants’ assertion that the district court erred in

concluding that it had subject-matter jurisdiction based on diversity of citizenship.

Defendants argue that insufficient evidence exists to support the district court’s

factual determination that Annon is a “citizen” of Ontario, Canada.

       We review for clear error the district court’s jurisdictional factfindings about

citizenship. Travaglio v. Am. Express Co., 735 F.3d 1266, 1269 (11th Cir. 2013).

“A finding is clearly erroneous if the record lacks substantial evidence to support

it.” Id.

       For purposes of establishing diversity jurisdiction, “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(b). The phrase “principal place of business” means

“the place where a corporation’s officers direct, control, and coordinate the


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corporation’s activities.” Hertz Corp. v. Friend, 130 S. Ct. 1181, 1192 (2010). In

practice, a corporation’s principal place of business “should normally be the place

where the corporation maintains its headquarters.” Id.

       Competent evidence supports the district court’s finding that Annon is a

“citizen” of Ontario, Canada for purposes of diversity-of-citizenship jurisdiction.

In its well-pleaded complaint, Annon alleged both that it was organized under the

laws of Ontario and that it had its principal place of business in Ontario. 1 These

factual allegations are supported both by the Security Agreement (identifying

Annon as “a corporation organized and existing under the laws of Canada”) and a

sworn declaration by Annon’s sole director and general manager (testifying that

Annon’s place of incorporation and principal place of business are both Ontario,

Canada).

       About Annon’s principal place of business, the record evidences that Annon

is affiliated with a single address: in Toronto, Ontario, Canada. The record also

demonstrates that Annon maintained a bank account with an Ontario branch of a

Canadian bank and that Annon used this Ontario bank account to wire the pertinent

loan proceeds to Defendants. Nothing in the record evidences that Annon’s

corporate activities were directed, controlled, or coordinated from a location other


1
 In general, “a defaulted defendant is deemed to admit the plaintiff’s well-pleaded allegations of
fact.” Cotton v. Mass. Mut. Life Ins. Co., 402 F.3d 1267, 1278 (11th Cir. 2005) (quotations and
alterations omitted).
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than from Ontario, Canada. On this record, the district court committed no clear

error in determining that Annon is a citizen of Ontario, Canada. Because

Defendants are citizens of Florida, New Jersey, Delaware, and Texas, complete

diversity exists and the district court exercised properly subject-matter jurisdiction.



                                          II.



      We review for abuse of discretion a district court’s denial of a motion to set

aside an entry of default. Jones v. Harrell, 858 F.2d 667, 669 (11th Cir. 1988). We

also review under an abuse-of-discretion standard the district court’s entry of a

default judgment. Sanderford v. Prudential Ins. Co. of Am., 902 F.2d 897, 898

(11th Cir. 1990).



                                                A.



      The district court may set aside an entry of default “for good cause shown.”

Fed.R.Civ.P. 55(c). In determining what constitutes “good cause,” courts have

considered, but are not limited to, factors such as whether the default was willful,

whether the defaulting party would have a meritorious defense, and whether setting

aside the default would result in prejudice to the non-defaulting party. See


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Compania Interamericana Export-Import, S.A. v. Compania Dominicana de

Aviacon, 88 F.3d 948, 951 (11th Cir. 1996).

      The district court abused no discretion in denying Defendants’ motion to set

aside the clerk’s entries of default. First, Defendants deny that the default was

willful and, instead, contend that the failure to answer the complaint was due solely

to the mismanagement of litigation by Defendants’ former CFO and President.

      Contrary to Defendants’ assertions of ignorance about the litigation,

BioNitrogen’s CEO testified that he was aware of the suit and that Defendants’

former CFO -- together with Defendants’ corporate counsel -- was attempting to

effect a settlement with Annon. Defendants’ CEO also testified that he learned

about the initial entry of default on 25 February and retained trial counsel to defend

against Annon’s suit. The CEO understood, however, that Annon would take no

further action until 10 March, allowing the parties to continue settlement

negotiations. Only after the parties failed to reach a settlement -- and after another

nine days elapsed -- did the clerk enter default against the final Defendant.

      By Defendants’ own account, Defendants’ failure to file an answer was due

to litigation strategy: to effect a settlement and avoid proceeding with the litigation.

Because Defendants knew of Annon’s complaint and of the clerk’s initial entry of

default and still failed to file a responsive pleading, the default can be deemed

willful. See id. at 952 (“willfulness” may be shown when a party fails to comply


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with court orders after having been given “ample opportunity” to do so, and

requires no evidence of “flaunting an intentional disrespect for the judicial

process”).

      Defendants have also failed to demonstrate a meritorious defense to suit.

About Defendants’ first asserted defense, we have already determined that the

district court exercised properly subject matter jurisdiction over this case. Second,

Defendants contend that the terms of the loan violate Florida’s usury laws. But the

pertinent loan documents provide expressly that they are governed by the laws of

Ontario, Canada. And the record demonstrates sufficiently the existence of a

“normal relationship” between Annon and Ontario, such that Ontario’s usury laws

govern, as agreed upon by the parties. For background, see Cont’l Mortg. Inv’rs v.

Sailboat Key, Inc., 395 So. 2d 507 (Fla. 1981) (a “normal relationship” exists

between a litigant and a jurisdiction when, among other things, the litigant’s sole

domicile and principal place of business are located within the jurisdiction and

when the loan proceeds are disbursed from the jurisdiction). Because the loan

terms are not violative of Ontario’s usury laws, Defendants second asserted

defense is also without merit.

      Given these circumstances -- and because Annon would likely suffer

prejudice as a result of the defaults being set aside -- the district court abused no

discretion in denying Defendants’ motion to set aside the clerk’s entries of default.


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                                                 B.



       The district court also abused no discretion by entering a default judgment

against Defendants. Because the allegations in Annon’s complaint -- admitted as

true -- establish Defendants’ liability under the loan documents, default judgment

was appropriate. See Nishimatsu Constr. Co. v. Houston Nat’l Bank, 515 F.2d

1200, 1206 (5th Cir. 1975) (entry of default judgment is warranted when there

exists “a sufficient basis in the pleadings for the judgment entered”).

       Moreover, because Annon’s damages are capable of mathematical

computation, the district court abused no discretion in granting default judgment

without first conducting an evidentiary hearing. See Fed.R.Civ.P. 55(b)(2)(B)

(when entering a default judgment, “[t]he court may conduct hearings . . . when, to

enter or effectuate judgment, it needs to . . . determine the amount of damages”);

SEC v. Smyth, 420 F.3d 1225, 1231, 1232 n.13 (11th Cir. 2005) (no evidentiary

hearing required under Rule 55(b)(2) when “the amount claimed is a liquidated

sum or one capable of mathematical calculation.”).

       AFFIRMED. 2




2
 In their appellate brief, Defendants also argue that the district court erred in applying a post-
judgment interest rate in excess of the rate provided for in 28 U.S.C. § 1961. Because
Defendants failed to raise this argument in the district court, it is waived. See Albra v. Advan,
Inc., 490 F.3d 826, 828 n.1 (11th Cir. 2007).
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