UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA

SHAKESPEARE THEATRE
COMPANY, et al.,

Plaintifi`s,
Civil Case No. 12-1030 (RJL)

V.

LANSBURGH THEATRE, INC., et al.,

\_/\/Sé\J§\/%/S%/

Defendants.

MEMoRAN UM oRDER
(Juiyzc)iz) [# 21

On June 12, 2012, plaintiffs, the Shakespeare Theatre Company ("Shal<espeare")
and its managing director, initiated this case in the Superior Court of the District of
Columbia, seeking declaratory and injunctive relief to preserve their use and occupancy
of the Lansburgh Theatre, a real property located in the District of Columbia. See
generally Defs.’ Notice of Removal, Ex. A, Compl. [Dkt. # l-l]. On June 22, 2012,
defendants removed the case to this Court. Defs.’ Notice of Removal [Dkt. # l]. Shortly
thereafter, plaintiffs moved to remand the case back to the Superior Court and requested
fees and costs incurred as a result of the removal. Pls.’ Emer. l\/Iot. to Remand l, 8 [Dkt.
# 2]. On July 12, 2012, this Court heard oral argument on that motion. For the following
reasons, the plaintiffs’ motion is GRANTED in part and DENlED in part.

lt is undisputed that this case involves neither the requisite diversity of citizenship
nor federal law claims to support federal jurisdiction Instead, defendants’ attempt at

removal relies exclusively on Grable & Sons Metal Producls, Inc. v. Darue Engz`neerz`ng

& Manufacturz`ng, 545 U.S. 308 (2005), which recognized that "in certain cases federal-
question jurisdiction will lie over state-law claims that implicate significant federal
issues." 545 U.S. at 312; Defs.’ Notice of Removal 2. In Grable, the Supreme Court
explained that federal courts may exercise jurisdiction over state-law claims where "a
state-law claim necessarily raise[s] a stated federal issue, actually disputed and
substantial, which a federal forum may entertain without disturbing any congressionally
approved balance of federal and state judicial responsibilities." Ia’. at 314. Here,
however, unlike Grable, the actions of a federal agency are not involved and the
resolution of plaintiffs’ claims does not tum on the resolution of a substantial federal
issue.

At its core, this case involves a dispute between two District of Columbia non-
profits over the use of certain real property and their ongoing legal relationship.
Defendant Lansburgh Theatre, Inc. ("Lansburgh") is a "supporting organization" under
Internal Revenue Code § 509(a)(3) and landlord for plaintiff Shakespeare, a non-profit
organization. Compl. jljl l4-l7. For over twenty years Lansburgh has leased the real
property, the Lansburgh Theatre, to Shakespeare for its use and operation. Id. at 1[ 4.
When lease renewal negotiations for the theater recently broke down, however, plaintiffs
commenced this suit. Plaintiffs, seeking a preliminary injunction and other declaratory
relief, bring claims under D.C. law to enforce Lansburgh’s articles of incorporation,
which reference and incorporate certain requirements of § 509(a)(3), and to remove
certain of its directors. Compl. jljl 56-59,\ '70-78. Plaintiffs also raised several common

law claims alleging that defendants have tortiously interfered with the lease and breached

2

their fiduciary duty, the implied covenant of good faith and fair dealing, and a
constructive trust. Compl. w 60-l04. All of these claims are ostensibly aimed at
preserving Shakespeare’s use of the theater. Nonetheless, defendants argue that federal

744

jurisdiction is appropriate because the plaintiffs entire suit is premised on purported
violations of Section 509(a)(3) ofthe federal tax code." Defs.’ Opp’n 5 [`Dkt. # l6]. l
disagree.

These federal tax law issues are simply not substantial enough to outweigh the
presumption of limited federal jurisdiction. See Shamrock Oz`l & Gas Corp. v. Sheets,
313 U.S. 100, 107-08 (l94l). To be sure, the Superior Court may interpret and apply
Section 509(a)(3) in evaluating whether Lansburgh has overstepped its articles and its
bounds as a supporting organization for Shakespeare, but the court may also provide
relief on the common law claims. Moreover, unlike Grable, this case does not involve
the actions of a federal agency. See Empz`re HealthChol`ce Assur., Inc. v. Mcvez'gh, 547
U.S. 677, 701 (2006) (recognizing that Grable applies only to a "slim category" of cases
and that the dispute in Grable "centered on the action of a federal agency"). Put simply,
the Superior Court does not necessarily need to resolve a substantial federal tax issue in
order to adjudicate this matter. Cf District of Columbz`a v. Grp. Hospitalz`zatz`on & Med.
Servs., Inc., 576 F. Supp. 2d 5l, 55 (D.D.C. 2008) (exercising federal jurisdiction where
plaintiff could not obtain relief on state law claims without court’s interpreting non-
profit’s federal charter). Rather, the Superior Court is faced with a "fact-specific

application of rules that come from both federal and state law." Washz`ngton Consultz`ng

Grp., Inc. v. Raytheon Technz`cal Servs. Co., 760 F. Supp. 2d 94, l0l (D.D.C. 201 l)
3

(quoting Bennett v. SouthwestAz`rlz`i/zes Co., 484 F.3d 907, 910 (7th Cir. 2007)). Thus, it
will likely need to resolve a number of issues, of which only one element is the
application of the Internal Revenue Code as incorporated in Lansburgh’s articles.
Therefore, this Court finds that federal question jurisdiction is lacking and that this case
must be remanded.

Finally, plaintiffs seek attorney’s fees and costs as a part of their motion to
remand. An order remanding a case may, of course, require an award of attomey’s fees
and costs where the removing party lacked an "objectively reasonable basis for seeking
removal." Martin v. Frarzkli'n Capz`tal Corp., 546 U.S. 132, l4l (2005); see also 28
U.S.C. § l447(c) (2006). Here, however, the Court does not find that defendants’ attempt
to fit this case in the "slim category" of Grable cases, see Empire, 547 U.S. at 701, was
sufficiently unreasonable to justify granting plaintiffs’ fee request. To put it simply: it
was a benign, but justifiable, attempt at forum shopping.

Thus, for the foregoing reasons, it is hereby

ORDERED that the plaintiffs’ Emergency Motion for Remand [# 2] is
GRANTED in part and DENIED in part; and it is further

ORDERED that the above-captioned action be remanded to the Superior Court of
the District of Columbia; and it is further

ORDERED that the plaintiffs’ request for fees and costs is DENIED.

SO ORDERED. 1

RICHARD . ON
United States District Judge

