organize itself under a federal rather than a state charter the plain meaning of the statutory text counsel against such a result as does the statute context trucks are and purpose may be federal the nonprofit federally chartered credit  serves members of the military veterans and their families there's no dispute in this case that virginia is navy federal is principal place of business navy federal filed a suit to protect its members from abusive debt collection practices by a group of out of state defendants that purchase dead accounts from may be federal and relying on a long line of cases that all have allowed navy federal to invoke the federal diversity jurisdiction statute navy federal brought this suit in the eastern district of virginia as navy federal brought th states 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 may be federal its clearly defined as a corporation d under the federal credit union act it is not incorporated in any state and its principal place of business is virginia applying the text literally and according to its ordinary usage may be federal as a citizen of no state based on place of incorporation and a citizen of virginia based on its principal place of business this is the obvious and plain reading of the text it is a conception of citizenship that is cumulative when considering quote every state of incorporation and then it is principal place of business i one by almost a decade and uses a concept that is distinct from a principal place of business that uses the concept of home office most every other statute that congress has legislated d in this context has has done so to fix a particular place in corporations such as the district of columbia or to adopt the concept of citizenship that is different from principal place of business such as a home office or a concept of citizenship such as a national bank that statute banks are located in the state citizens of the state in which they are located and so we think there have been a number of courts that have looked at this that have interpreted d the statute in very different contexts many of those decisions that are cited were decided prior to think that the defendant and other court that have looked at this have have misread that history and if you look at their the relevant document that is cited to the fact that we're looking at legislative history the senate report makes quite clear page forty five that the recognized that page five of that senate report that cooperation that our nationals go such as railroad or insurers i would still be eligible for diversity jurisdiction under the principal place of business because we think the court to have  misread that legislative history the that they've looked at it and sort of start with you know there's a lot that i find attractive about your argument the one thing well not the only thing but the one thing one thing that does give me better argument than the st stumbled on to so i certainly agree with that reading of cobia we also agree that the court and in other decisions where it is construed the diversity jurisdiction statute has never treated the two provisions conjunctive lee and walk auto this court surveyed decisions from three other circuit courts all of those of the circuit court although they differed at the margins and interpreted and the statute none of those courts took the position that the two clauses have to be read conjunctive leonor in other words that you had to satisfy both or have a principal place of business and the district court's decision simply cannot be squared with that reasoning the definers position is even unmoored even further on board from the statutory tax because they would read a sequential requirement into the statute in other words they read the statute as saying a court must st consider it as an incorporation and only if that is satisfied then considered principal place of business clause the statute simply cannot be read in that fashion there's no indication  was trying to create that type of sequential reading and in fact the legislative history from one hundred and fifty eight suggests congress never would have contemplated treating place of incorporation as sacrosanct congress thought place in incorporation was being used as a legal fiction to abuse the diversity jurisdiction statute so counsel i take your bait position here to be that based on exxon mobile and other cases we're not giving a broad or narrow reading of the tax we're just reading the tax but even if you were to take your opposing counsel suggestion that they're required to have a clear statement that this is this plea or is it need to be in light of their failure to provide any plausible reading of the statutory language should support the view that clause two only applies of clause one is also met we think that's exactly right your hon or and that is consistent with the fact that bankers trust was not announcing some common law rule based on extraneous constitutional principles or do proper due process considerations bankers trust the one hundred and sixteen dollars simply said there is no other authority on which we could hold or which we could have find a corporation or citizenship apart from its place in the corporation in one hundred and fifty eight congress provided that other bases that provided the principal place of business clause and that is sufficient clarity enough for congress to  house your honors the district court got the question of subject matter jurisdiction right and maybe would have this court expand the jurisdiction of federal courts by overturning over a century of case law which is consistently held that federal an issue that we unless the court is interested in pursuing it it's not an issue that we intend to focus on ok so so tell me if you would good go to the tax and explain to me how i can read be limited to those instances where the st clause has already been mapped while me through the text so that i can understand how that how that works well i think i think that district court did  understand it that says that a state corporation is a resident of the state of its incorporation and so it's applying a common law rule and it says this common law rule is not m and then it says the th amendment the constitution doesn't get you over it and then the national bank statute doesn't get you over well maybe there's but confidence doing that it's not looking at a statute at all isn't well bankers you've got the diversity jurisdiction foreign state and in that context and how that federal corporations were not a citizen of any state after that the hobbit but it did that based on a single someone will rule when congress comes in and says you don't have to use common law anymore here's an actual sachi but congress didn't didn't say that with respect to foreign corporations it just the fact that states are citizens of their state of corporation and then add it and also have the state of their principal place of business and i believe pabst the way the district court considering beds that's the way most other courts who looked at it and have construed it including not only the as they're written as well as the cases that your opposing counsel cited suggesting that where we're looking at the common law it doesn't require a specific clear statement it just requires addressing the citizens which is seems to provide more than enough clarity to overcome the common law rule that applied in bankers trust well your honor i don't think that's correct because i think you not only had bank is trust but you also had a series of statute not only the national banking statutes that had looked at federal corporations and after taylor and whether they should be able to invoke that to pursue jurisdiction and how their federal how their state stating that state charter corporations which included state chartered banks is a citizen of both the state of incorporation and the state of the principal place of business and i think that is the way in which  the statute has been understood by all the courts of appeals as well as all the district court to separate single district court and the southern district of california who've looked at that question both before and jurisdiction and their diversity jurisdiction under the principal place of business falls i mean there is also a long history of congress reducing the access of the federal national corporations to diversity jurisdiction there was a federal question jurisdiction that they cut back and then there was the diversity jurisdiction and they cut back on and i think the idea that without even mentioning federal corporations congress intended to open wide in federal court jurisdiction on the diversity basis to all federal or peroration it's not supported by statute or the history and i think it is that this report did included principal place of business as an additional eight business to a state of citizenship for state charter corporations it was intended to fix that problem with respect to states for their corporations and ever intended to speak a corporations and i think that's the way the statute has been consistently interpret so what about that by congress cannot can i just go back just to make it as well make sure i understand your argument is there anything that you just said nothing that  i can look at to see that other than you know your perception of history and why is there anything but i mean it doesn't say you know state chartered corporations shall be deemed citizens right it doesn't limit corporate mean it applies to all corporations not a subset of corporations and so why modern limit the terms of thirteen thirty two d based on your perceived in intent of congress here because i think i think the word the use of the your hand and putting the principal place of business that can't if the possible interpretation of the statue i think that it because the questioners this is the most plausible interpretations i think i think it is i mean i think i think there ball there i think i think there's been sufficient argument both ways i mean district court said there must be well there was a comma right after the word both and he said i east a chartered corporations i think she was looking at the issue the same way that officer courts would have looked at national go because i think as a state chartered corporation it is a citizen of the state and that the additional citizen ship no longer a principal place of business no longer exists because it's no because the supreme court of course has counseled that absent clearly express legislative intention to the contrary the language must be ordinarily regarded as conclusive well i don't know how d legislat mentioned this earlier that the concert you're describing from the legislative history had anything to do with federally chartered corporations anything in the legislate history that suggests that that was the of the meta done by which after establishing its intent the means that congress chose to address the issue was one quote historic jurisdiction based upon a diversity of of citizenship be retained in the federal court so they are starting from the premise that the current common law both bankers trust for federal courts and the exclusive state of incorporation rule under black and white taxicab we're being taught  addition to that to address the gaming of the system if i can use that term by state corporations they added principal place of business to prevent corporations the chartered corporation from media factoring the jurisdiction under the so i seem to me like you said that exactly right right they they codified the rule applied in bankers trust and then added to it an alternative grounds for for being a citizen of a state in order to reduce distribution that was there was happening that you that you've talked about right all voted that that seems inconsistent with the view that you're trying to have me read of that i mean your description doesn't match up citizenship under diversity so by exclude because federal corporations were at the beginning excluded from being a citizen of any given state for purposes of diversity or otherwise that was codified the statute in the legislative busy history does not have to directly address federal corporations or exclude them specifically color ha jurisdiction for a number of different federal corporate entities and so why isn't that some evidence that congress did not come from place federal corporations be able to take advantage of what on its face appears to be a general proud language but which subsequent action by congress seems to suggest is not as broad as you present it to be here today thank you for that question your honor i mean i think the the pretense that the statutes prior to nine hundred and fifty eight that have been cited both by the district court and other courts are just irrelevant because statutes that were enacted by congress but to the national bank statute before there was a default rule simply tell us nothing about what congress was trying to do in one thousand nine hundred and fifty eight the post nine hundred and fifty eight statutes that are cited by the district court and others we think only prove our point because they all simply define a specific jurisdiction of citizenship for particular c all of those provisions for the telecommunications on amtrak to rural telephone bank all designated d c as a specific jurisdiction meaning those entities can't move to another place and i was particularly relevant with respect to amtrak where congress wanted to fix and track headquarters office in washington d c none of those statutes say we want to versus the jurisdiction to be available to these entities based on their principal place of business and in fact the cobia makes clear that the concept of home office and principle not just the exxon mobil case but also cases like a story of federal savings which is in a one decision and us versus texas which is in a one decision that congress does not need to speak to the question with the type of clarity saying we want to overrule bankers trust they need to speak to the address the text two arguments that opposing counsel touched on briefly st of all the reading of and that was adopted both by the district court and by the defendants in this case simply cannot be squared with the specific context of the statute including the construction of the insurance direct action provisions the insurance direct action provisions located in the exact same subsection of the statute or the precisely the same formulation of the principal place of business clause connected to a place of incorporation caused by the word the congress has made crystal clear that that is not limited to insurance entities that satisfy both criteria because unincorporated insurance entities are eligible for that provision  interpretation is not an or interpretation it is a both and interpretation we do not believe the district courts can pick as between the two clauses as to which criteria are more important for the terminating corporate citizenship we say a court is required to consider both and a damn poll that we given our great as a simple arithmetic exercise and you add up all of the states of incorporation the value of which can be zero and you attach to that the principal place of business the value of which must be on that how you determine the lifted it up and ship their interpretation confuted what a court must consider with respect to citizenship with the minimum requirement people diversity jurisdiction to apply and we think that what congress was doing in and fifty eight was simply setting a default rule which they then clarified in two thousand and eleven should apply to all corporations and they can make exceptions when they see fit and they've done another statue at i believe that about the my time has expired you we will take it under advisement civically as mentioned earlier in the st argument we would come down and greet counsel office and can't do that here today and please understand that we very much value your part in making sure that we arrive best and fair resolution of this case and you all have a past that here today on that happen the clients thank you very much