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26 ORDER - 1

UNITED STATES DISTRICT COURT

WESTERN DISTRICT OF WASHINGTON

AT TACOMA

WILLIAM MIN PEDERSEN, a married man;

DEAN JONES, a married man; JOHNNIE

BRAGG, a married man,

Plaintiffs,

v.

TOI USA, INC., a Nevada corporation;

ROBERT CHARLES BRAY aka ROBBIE

BRAY, a single man; VANNESSA R. BRAY,

a single woman,

Defendants.

Case No. C05-5618FDB

ORDER OF REMAND 

Plaintiffs move to remand this cause of action to Pierce County Superior Court whence it was

removed. Plaintiffs contend lack of diversity of citizenship of TOI, USA, a Nevada corporation

conducting all of its affairs in the State of Washington (annual report listing its principal place of

business in Seattle, Washington, and defendant’s statement that he did more than $3,000,000 worth

of business in Washington during the last year. (Decl. of Robbie Bray filed October 17, 2005.) Per

the Declaration of Min Pedersen, virtually all the revenue of the corporation was derived from

Washington persons or entities. 

Additionally, Plaintiffs assert that Defendant Vanessa Bray (Plaintiffs’ accountant, who issued

payroll checks) is a citizen of Colorado, and Plaintiff Dean Jones is also a citizen of Colorado. 

Plaintiff concludes that there is not, therefore, complete diversity, and this matter must be remanded

to the Superior Court. 

Case 3:05-cv-05618-FDB Document 17 Filed 12/16/05 Page 1 of 2
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26 ORDER - 2

For diversity purposes, a “corporation shall be deemed a citizen of any State by which it has

been incorporated and of the State where it has its principal place of business.” 28 U.S.C. §

1332(c)(1). In determining a corporation’s principal place of business, there are several tests: the

“nerve center test” where its executive and administrative functions are located. Scot Typewriter Co.

v. Underwood Corp., 170 F. Supp. 862 (S.D.N.Y. 1959). Other courts focus on the state where

most of the corporation’s physical operations are located. Kelly v. United States Steel Corp., 284

F.2d 850, 854 (3rd Cir. 1960). Most courts now examine the entity’s “total activities” including

where its operations are located, where it supervises that business, and where it employees persons

and conducts its business. Industrial Tectonics, Inc. v. Aero Alloy, 912 F.2d 1090, 1094 (9th Cir.

1990). 

Defendants assert that TOI USA is not a citizen of the State of Washington as it is

incorporated in Nevada and it lists its principal place of business as Seattle, Washington in the annual

report to the Washington Secretary of State. (Smith Decl., Ex. A.) Moreover, both Plaintiff Dean

Jones and Defendant Vannessa R. Bray are Colorado citizens, and this is not disputed. The

Complaint states that Plaintiffs are part-time Pierce County residents. 

Plaintiffs have demonstrated that diversity jurisdiction does not exists in this case, and

Defendants have not demonstrated otherwise. 

ACCORDINGLY, IT IS ORDERED: Plaintiff’s Motion to Remand [Dkt. # 8] is GRANTED

and this cause of action is REMANDED to Pierce County Superior Court. 

 DATED this 15th day of December, 2005.

AFRANKLIN D. BURGESS

UNITED STATES DISTRICT JUDGE

Case 3:05-cv-05618-FDB Document 17 Filed 12/16/05 Page 2 of 2