United States Court of Appeals

For the Eighth Circuit 

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No. 21-3815

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Great River Entertainment, LLC

 Plaintiff - Appellant

v.

Zurich American Insurance Company

 Defendant - Appellee

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Appeal from United States District Court 

for the Southern District of Iowa - Eastern

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Submitted: September 21, 2022

Filed: September 11, 2023

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Before LOKEN, ARNOLD, and KOBES, Circuit Judges. 

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KOBES, Circuit Judge.

Great River Entertainment, LLC sought coverage from Zurich American 

Insurance for losses related to the COVID-19 pandemic. The district court granted 

Zurich’s motion to dismiss for failure to state a claim. Great River appealed and 

moved to remand because there was not complete diversity of citizenship. We 

remand to the district court to consider whether there is federal diversity jurisdiction. 
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I. 

In response to the COVID-19 pandemic, the Governor of Iowa issued a 

proclamation closing all Iowa bars and restaurants to indoor dining. To comply, 

Great River closed its restaurants, casinos, and other properties. Great River then 

filed a claim with Zurich for lost business income and COVID-19 mitigation costs. 

Zurich denied the claim, and Great River sued in state court for breach of contract 

and a declaration of coverage. Zurich removed the case to federal court based on 

diversity of citizenship. At that time, Great River agreed that federal subject matter 

jurisdiction was proper because the parties were completely diverse. After the 

district court granted Zurich’s motion to dismiss for failure to state a claim, Great 

River appealed.

One day before its opening brief was due in this Court, Great River submitted 

an affidavit saying that at least 25 of its members were citizens of Illinois—Zurich’s 

principal place of business. If true, this would destroy complete diversity between 

the parties and strip both us and the district court of jurisdiction. Great River moved

to remand to state court on that basis. 

II. 

Jurisdiction is always the “first and fundamental question” of this Court. 

Franklin ex rel. Franklin v. Peterson, 878 F.3d 631, 635 (8th Cir. 2017) (quoting

Steel Co. v. Citizens for a Better Env’t, 523 U.S. 83, 94 (1998)). We review the 

district court’s finding of subject matter jurisdiction de novo. Am. Fam. Mut. Ins.

Co. v. Vein Ctrs. for Excellence, Inc., 912 F.3d 1076, 1080 (8th Cir. 2019). 

Federal diversity jurisdiction requires that (1) the amount in controversy 

exceeds $75,000 and (2) there is complete diversity of citizenship. 28 U.S.C. 

§ 1332(a). If any plaintiff is a citizen of the same state as any defendant, there is not 

“complete diversity” and federal courts lack jurisdiction. See Halsey v. Townsend 

Corp. of Ind., 20 F.4th 1222, 1226 (8th Cir. 2021). Because “an LLC’s citizenship 
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is that of its members,” Great River is a citizen of any state where its members are 

citizens. GMAC Com. Credit LLC v. Dillard Dep’t Stores, Inc., 357 F.3d 827, 829 

(8th Cir. 2004). And a corporation, like Zurich, is a citizen of every state where it is 

incorporated and the state where it has its principal place of business. 28 U.S.C. 

§ 1332(c). If Great River’s members were citizens of the same state where Zurich 

had its principal place of business, Illinois, the parties are not completely diverse. 

 

 “Any party or the court may, at any time, raise the issue of subject matter 

jurisdiction.” GMAC Com. Credit LLC, 357 F.3d at 828. The Supreme Court has 

held that no action of the parties—including consent—can confer subject matter 

jurisdiction. Ins. Corp. of Ir. v. Compagnie des Bauxites de Guinee, 456 U.S. 694, 

702 (1982). But “the parties may admit the existence of facts which show 

jurisdiction, and the courts may act judicially upon such an admission.” Ry. Co. v.

Ramsey, 89 U.S. 322, 327 (1874).

1

 Because Great River initially agreed that the 

parties were completely diverse, Zurich argues that Great River admitted to a

jurisdictional fact. Zurich says that Great River cannot defeat federal jurisdiction by 

taking back this admission after it lost a motion to dismiss. 

Requiring a party to stand by their admissions of fact has some support. In 

general, stipulations and admissions bind the parties. State Farm Mut. Auto. Ins. Co. 

v. Worthington, 405 F.2d 683, 686 (8th Cir. 1968). And our sister circuits have held

parties to their stipulations or admissions that establish federal question jurisdiction

under 28 U.S.C. § 1331. See, e.g., Ferguson v. Neighborhood Hous. Servs. of 

Cleveland, Inc., 780 F.2d 549, 551 (6th Cir. 1986) (stating, in dicta, that an employer 

consented to federal question jurisdiction when it did not challenge its status as an 

1

Ramsey is often used to support the proposition that courts can rely on 

stipulations or admissions to exercise federal subject matter jurisdiction. See, e.g., 

Durbois v. Deutsche Bank Nat’l Tr. Co., 37 F.4th 1053, 1060 (5th Cir. 2022); 

Verzosa v. Merrill Lynch, Pierce, Fenner & Smith, Inc., 589 F.2d 974, 977 (9th Cir. 

1978). But in Ramsey, the evidence supporting federal jurisdiction was destroyed. 

89 U.S. at 327. So the court was required to accept the parties’ admissions as true 

to exercise jurisdiction. Id. at 327–28. 
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FLSA employer); Meyer v. Berkshire Life Ins. Co., 372 F.3d 261, 265 (4th Cir. 2004)

(finding there was federal question jurisdiction when a pension plan manager

conceded it was an ERISA fiduciary). 

But no matter how other courts have handled the stipulation of jurisdictional 

facts related to federal question jurisdiction, our precedent is clear. In GMAC, a 

materially identical situation, we remanded the case for factual findings to determine 

whether the parties are indeed diverse. GMAC Com. Credit LLC, 357 F.3d at 828. 

We do the same here. If Great River’s members were citizens of Illinois, they were 

citizens of Illinois—admissions to the contrary cannot change that fact. 

GenoSource, LLC v. Inguran, LLC, 386 F. Supp. 3d 984, 995 (N.D. Iowa 2019). 

III.

We cannot proceed without subject matter jurisdiction. Crawford v. F. 

Hoffman-La Roche Ltd., 267 F.3d 760, 764 (8th Cir. 2001). Based on Great River’s 

new affidavit, we are unable to conclude that its members were diverse. While Great 

River’s carelessness has clearly wasted judicial resources, we cannot address the 

merits before determining federal jurisdiction. This is a task better suited for the 

district court. On remand, the court may also take additional action it deems 

appropriate. See, e.g., Belleville Catering Co. v. Champaign Mkt. Place, LLC, 350 

F.3d 691, 694 (7th Cir. 2003). 

Reversed and remanded. 

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