Americold Realty Trust v. ConAgra Foods, Inc.

For purposes of diversity jurisdiction, a real estate investment trust, an unincorporated entity, has the citizenship of its shareholders.

Petitioner, a real estate investment trust, removed a contract claim against it to federal court claiming diversity jurisdiction. Petitioner argues that for purposes of diversity jurisdiction, the entity’s citizenship should be determined by the citizenship of the trustees. Under Maryland law, a real estate investment trust (REIT) is an unincorporated entity. REITs have shareholders similar to shareholders and partners of joint-stock companies and limited partnerships. Joint-stock companies and limited partnerships consider their shareholders and partners as members of their respective entities. Because of the similar position held by shareholders in the real estate investment trust, shareholders will also be included as members. The Supreme Court clarified that when determining citizenship of a unincorporated entity, shareholders are included as members of the unincorporated entity and will have the citizenship of all its members. AFFIRMED