UNITED STATES DISTRICT COURT 

EASTERN DISTRICT OF MICHIGAN 

SOUTHERN DIVISION 

WEDDING TABLE PROJECT 

PARTNERSHIP, et al., 

 Plaintiffs, Civil Action No. 

 14-CV-14054 

vs. 

 Honorable Patrick J. Duggan 

DAVE CARDWELL, et al., 

Defendants. 

____________________________/ 

OPINION AND ORDER REMANDING CASE TO STATE COURT 

This case was removed from state court on October 21, 2014. Plaintiffs are 

Wedding Table Project Partnership (WTPP) and two of its three partners, Te Phan 

and Minh Phan. Defendants are Dave Cardwell, WTPP’s third partner, and his 

girlfriend Xinqi (Cindi) He. Boiled down, Plaintiffs allege that Defendant 

Cardwell purposefully sabotaged two business deals between WTPP and third 

parties – deals that were critical to the success of WTPP. 

On November 4, 2014, the Court issued an order requiring Defendants to 

show cause why the case should not be remanded pursuant to 28 U.S.C. § 1447(c) 

for lack of subject matter jurisdiction. In the show cause order, the Court noted that 

the only asserted basis for federal court jurisdiction in the complaint is diversity of 

citizenship, and that diversity jurisdiction appears to be lacking because 

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“partnerships are citizens of every jurisdiction of which any partner is a citizen,”

Indiana Gas Co. v. Home Ins. Co., 141 F.3d 314, 316 (7th Cir. 1998), and Plaintiff 

WTPP is suing one of its partners. Therefore, Plaintiff WTPP is necessarily a 

citizen of the same state as the partner it is suing, destroying complete diversity. 

Defendants responded to the show cause order on November 21, 2014, 

arguing that Plaintiff WTPP was fraudulently joined because it has no chance of 

successfully prosecuting the claim that it brought against Defendants in the 

complaint. Accordingly, Defendants argue that Plaintiff WTPP’s citizenship 

should be disregarded for purposes of determining whether diversity jurisdiction 

exists. Plaintiffs filed a response on December 8, 2014, arguing that Plaintiff 

WTPP is likely to succeed with its claims against Defendants, that Plaintiff WTPP 

was not fraudulently joined, and that its citizenship cannot be disregarded for 

purposes of determining the existence of diversity jurisdiction. Defendants filed a 

reply on December 18, 2014, and the matter is now ready for decision. 

The pertinent law as it relates to fraudulent joinder has been adequately 

summarized by the Sixth Circuit as follows: 

When a non-diverse party has been joined as a defendant, then in the 

absence of a substantial federal question the removing defendant may 

avoid remand only by demonstrating that the non-diverse party was 

fraudulently joined. Fraudulent joinder is a judicially created doctrine 

that provides an exception to the requirement of complete diversity. A 

defendant is fraudulently joined if it is clear that there can be no 

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recovery under the law of the state on the cause alleged or on the facts 

in view of the law. The relevant inquiry is whether there is a colorable 

basis for predicting that a plaintiff may recover against a defendant. 

Casias v. Wal-Mart Stores, Inc., 695 F.3d 428, 432-33 (6th Cir. 2012) (quotation 

marks, ellipses, citations, and brackets omitted). Stated more simply, to establish 

that Plaintiff WTPP was fraudulent joined as a plaintiff in this case, Defendants must 

show that “there is no possibility that [Plaintiff WTPP] would be able to establish a 

cause of action against [one of the] defendant[s].” 16 Moore’s Federal Practice § 

107.14[2][c][iv][B] (3d ed. 2014). Notably, “the removing part[ies]” – Defendants 

here – “bear[] the burden of demonstrating fraudulent joinder,” Casias, 695 F.3d at 

433, and that burden is a “heavy” and “substantial” one. Moore’s at § 

107.14[2][c][iv][B]. For the reasons that follow, Defendants have not satisfied 

their burden; therefore, remand is required.1

 

1

 The Court notes that Defendants are urging the Court to apply the doctrine of 

fraudulent joinder in an unorthodox manner. “Ordinarily, when a court is asked to 

disregard a party’s citizenship for purposes of determining whether removal is 

proper, it is the defendant which asks the court to determine that the plaintiff has 

‘fraudulently joined’ a non-diverse defendant in order to defeat removal 

jurisdiction.” Scotts Co. v. Rhone-Poulenc S.A., 347 F. Supp. 2d 543, 545 (S.D. 

Ohio 2004) (emphasis added). In the present case, Defendants are asking the Court 

to conclude that Plaintiffs have fraudulently joined one of their own – namely, 

Plaintiff WTPP – in order to defeat removal jurisdiction. The doctrine’s 

applicability to the non-diverse-plaintiff situation has been questioned, see, e.g., 

United Co. v. American International South Co., No. 08-148, 2008 WL 4587311, at 

*3 (E.D. Ky. Oct. 15, 2008) (“[I]t is not entirely clear whether courts should use the 

[fraudulent joinder] doctrine to analyze the joinder of non-diverse plaintiffs as well 

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 WTPP “is in the business of creating, designing, developing, modeling, 

building texture library, and marketing” an app called “BrideVue” for mobile 

devices and desktop platforms. Compl. ¶ 10 (Page ID 8). Under the partnership 

agreement, each of the three partners has specific, delineated responsibilities. 

Compl. Ex. 1 (Page ID 18-19). The gist of the complaint, which is brought by 

WTPP and two of its three partners, is that the third partner purposefully sabotaged 

two business deals that were crucial to the success of the partnership, causing 

financial loss to the partnership and its partners. One of the allegedly sabotaged 

deals was with the Halekulani Hotel in Hawaii, which agreed to financially support 

the development of the BrideVue app; the other allegedly sabotaged deal was with 

the Apple App store, a marketplace that is allegedly critical to the success of the 

BrideVue app. Compl. ¶¶ 20, 23, 27, 30, 34, 35, 36 (Page ID 9-10). 

 The complaint contains five counts. In the first count, Plaintiffs allege that 

Defendant Cardwell breached a fiduciary duty owed to them by failing “to perform 

his duties in good faith and in a manner reasonably believed to be in the best interests 

 

as defendants.”); however, so far as this Court is aware, no court has refused to apply 

the doctrine in the non-diverse-plaintiff situation, and “district courts which have 

addressed the issue hold that the doctrine applies equally to fraudulently joined 

plaintiffs.” Eberspaecher N. Am., Inc. v. Van-Rob, Inc., No. 06-CV-15752, 2007 

WL 2332470, at *4 (E.D. Mich. Aug. 15, 2007) (compiling cases). The Court 

assumes without deciding that the fraudulent joinder doctrine can be applied to a 

non-diverse-plaintiff situation. 

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of the partnership.” Compl. ¶ 40 (Page ID 11). In the second count, Plaintiffs 

allege that Defendant Cardwell interfered with a business relationship or expectancy 

between the partnership and the Halekulani Hotel. Id. ¶ 50 (Page ID 11). In the 

third count, Plaintiffs allege that Defendant Cardwell breached the partnership 

agreement by taking actions outside the scope of his enumerated partnership 

responsibilities. Id. ¶ 68 (Page ID 13). In the fourth count, Plaintiffs allege that 

Defendants Cardwell and He defamed them by sending an email to a business 

contact of Plaintiffs containing the statement “Don’t do business with Te” and 

falsely accusing Plaintiff Te of unethical and unlawful behavior. Id. ¶¶ 74-75 (Page 

ID 13). In the fifth and final count, Plaintiff seek “other equitable relief” in the 

form of orders: (1) preventing Defendant Cardwell from acting outside the duties 

enumerated in the partnership agreement; (2) enjoining Defendants Cardwell and He 

from further contact with the Halekulani Hotel and the Apple App store; (3) 

preventing Defendants Cardwell and He from contacting any business contacts of 

Plaintiffs; and (4) preventing Defendants Cardwell and He from “taking any action 

that would be detrimental to the partnership.” Id. at 9 (Page ID 15). 

In their response to the Court’s show cause order, Defendants contend that (1) 

the only claim in the complaint that is brought by Plaintiff WTPP is the interference 

with a business relationship/expectancy claim; (2) it is clear that Plaintiff WTPP has 

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no chance of succeeding with its interference claim; (3) consequently, Plaintiff 

WTPP was fraudulently joined as a party in this case for the purpose of preventing 

removal jurisdiction; and (4) accordingly, Plaintiff WTPP’s citizenship should be 

disregarded for the purpose of determining whether diversity jurisdiction exists. 

Defendants describe in detail why they believe Plaintiff WTPP does not have 

an arguable interference claim but, believing that the interference claim is the only 

one brought by Plaintiff WTPP, neglect to argue that there is no possibility that 

Plaintiff WTPP can succeed with respect to the other four claims in the complaint.2

 

Although the drafter of the complaint uses the generic word “Plaintiffs” throughout 

the complaint without pinpointing which specific Plaintiff is being referenced, it is 

apparent from context that other counts in the complaint, in addition to the 

interference count, are brought by Plaintiff WTPP. For example, in the breach of 

fiduciary duty count, Plaintiffs state that the breach caused “lost . . . goodwill,” 

which is a loss typically suffered by a business. See Black’s Law Dictionary 810 

 

2 Defendants state that “[t]he sole cause of action involving the Partnership is its 

claim for tortious interference with a business relationship or expectancy against 

Cardwell” and that “[t]he Partnership does not have any other claims based upon any 

interpretation of the facts in this matter.” Def. Resp. at 6 (Page ID 188). It is 

entirely unclear why Defendants believe this to be true, especially in light of the fact 

that partnerships can sue and be sued under Michigan law, see Mich. Comp. Laws § 

600.2051(2) (“A partnership . . . may sue or be sued in its partnership . . . name.”), 

and, as discussed below, the complaint contains clues that other claims, in addition 

to the interference claim, are brought by Plaintiff WTPP. 

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(10th ed. 2014) (defining “goodwill” as “[a] business’s reputation, patronage, and 

other intangible assets that are considered when appraising the business”). In 

addition, in the equitable relief count, Plaintiffs express concern about irreparable 

harm to “the main Partnership asset” – the BrideVue app – and state that 

“[i]njunctive relief is necessary to prevent . . . harm to Plaintiff partnership.” 

Compl. ¶¶ 82, 84 (emphasis added) (Page ID 15). These clues indicate that the 

breach of fiduciary duty claim and the equitable relief claim are brought by Plaintiff 

WTPP. Because Defendants do not argue that WTPP’s breach of fiduciary duty 

and equitable relief claims have no possibility of success, Defendants have not 

surmounted their “heavy” burden of demonstrating that “there can be no recovery” 

by Plaintiff WTPP “under the law of the state on the cause alleged or on the facts in 

view of the law.” Moore’s at § 107.14[2][c][iv][B]; Casias, 695 F.3d at 432-33. 

For the reasons stated above, Defendants have not met their burden of 

showing that Plaintiff WTPP was fraudulently joined, and its citizenship cannot be 

disregarded for purposes of analyzing the existence of diversity jurisdiction. 

Because Plaintiff WTPP is a citizen of the same state as Defendant Cardwell, see 

Indiana Gas, 141 F.3d at 316, the Court lacks diversity jurisdiction over the case. 

As no other basis for federal court jurisdiction is asserted, this matter must be, and is, 

REMANDED to Washtenaw County Circuit Court, State of Michigan, for lack of 

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subject matter jurisdiction. See 28 U.S.C. § 1447(c). 

SO ORDERED. 

Dated: December 30, 2014 s/PATRICK J. DUGGAN 

 UNITED STATES DISTRICT JUDGE 

Copies to: 

Mark A. Linton, Esq. 

Ellis B. Freatman, III, Esq. 

Theresa Nelson Ruck, Esq. 

Kevin M. Blair, Esq. 

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